Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39312 | |
Entity Registrant Name | PLBY Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 37-1958714 | |
Entity Address, Address Line One | 10960 Wilshire Blvd., Suite 2200 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90024 | |
City Area Code | 310 | |
Local Phone Number | 424-1800 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | PLBY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,221,175 | |
Entity Central Index Key | 0001803914 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net revenues | $ 69,378 | $ 42,680 |
Costs and expenses | ||
Cost of sales | (28,900) | (19,032) |
Selling and administrative expenses | (31,230) | (27,937) |
Related party expenses | 0 | (250) |
Other operating expenses | (2,359) | 0 |
Total costs and expenses | (62,489) | (47,219) |
Operating income (loss) | 6,889 | (4,539) |
Nonoperating expense: | ||
Interest expense | (4,050) | (3,297) |
Other (expense) income, net | (80) | 745 |
Total nonoperating expense | (4,130) | (2,552) |
Income (loss) before income taxes | 2,759 | (7,091) |
Benefit from income taxes | 2,784 | 2,094 |
Net income (loss) | 5,543 | (4,997) |
Net income (loss) attributable to PLBY Group, Inc. | $ 5,543 | $ (4,997) |
Net income (loss) per share, basic (in dollars per share) | $ 0.12 | $ (0.17) |
Net income (loss) per share, diluted (in dollars per share) | $ 0.12 | $ (0.17) |
Weighted-average shares used in computing net income (loss) per share, basic (in shares) | 45,913,694 | 29,823,273 |
Weighted-average shares used in computing net income (loss) per share, diluted (in shares) | 47,585,644 | 29,823,273 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 5,543 | $ (4,997) |
Other comprehensive income: | ||
Foreign currency translation adjustment | 7,510 | 0 |
Other comprehensive income | 7,510 | 0 |
Comprehensive income (loss) | $ 13,053 | $ (4,997) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 32,945 | $ 69,245 |
Restricted cash | 2,280 | 2,211 |
Receivables, net of allowance for credit losses | 15,695 | 14,129 |
Inventories, net | 38,779 | 39,881 |
Prepaid expenses and other current assets | 19,306 | 13,416 |
Total current assets | 109,005 | 138,882 |
Restricted cash | 3,737 | 4,030 |
Property and equipment, net | 26,811 | 26,445 |
Operating right of use assets | 37,259 | 38,746 |
Digital assets, net | 4,320 | 6,836 |
Goodwill | 277,046 | 270,577 |
Other intangible assets, net | 418,696 | 418,444 |
Contract assets, net of current portion | 16,434 | 17,315 |
Other noncurrent assets | 14,256 | 14,132 |
Total assets | 907,564 | 935,407 |
Current liabilities: | ||
Accounts payable | 15,050 | 20,577 |
Accrued salaries, wages, and employee benefits | 3,610 | 4,623 |
Deferred revenues, current portion | 8,451 | 11,036 |
Long-term debt, current portion | 3,220 | 2,808 |
Contingent consideration | 17,937 | 36,630 |
Operating lease liabilities, current portion | 9,507 | 9,697 |
Other current liabilities and accrued expenses | 26,065 | 32,417 |
Total current liabilities | 83,840 | 117,788 |
Deferred revenues, net of current portion | 33,035 | 42,532 |
Long-term debt, net of current portion | 225,176 | 226,042 |
Deferred tax liabilities, net | 88,400 | 91,208 |
Operating lease liabilities, net of current portion | 33,773 | 35,534 |
Other noncurrent liabilities | 96 | 20 |
Total liabilities | 464,320 | 513,124 |
Commitments and contingencies (Note 13) | ||
Redeemable noncontrolling interest | (208) | (208) |
Stockholders’ equity: | ||
Common stock, $0.0001 par value per share, 150,000,000 shares authorized, 45,817,605 shares issued and 45,117,605 shares outstanding as of March 31, 2022; 42,996,191 shares issued and 42,296,191 shares outstanding as of December 31,2021 | 4 | 4 |
Treasury stock, at cost, 700,000 shares as of March 31, 2022 and December 31, 2021 | (4,445) | (4,445) |
Additional paid-in capital | 594,257 | 586,349 |
Accumulated other comprehensive income (loss) | 3,785 | (3,725) |
Accumulated deficit | (150,149) | (155,692) |
Total stockholders’ equity | 443,452 | 422,491 |
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity | $ 907,564 | $ 935,407 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock issued (in shares) | 45,817,605 | 42,996,191 |
Common stock outstanding (in shares) | 45,117,605 | 42,296,191 |
Treasury stock (in shares) | 700,000 | 700,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Shares outstanding at beginning of period (in shares) at Dec. 31, 2020 | 20,626,249 | |||||
Total stockholders' equity at beginning of period at Dec. 31, 2020 | $ 83,019 | $ 2 | $ 0 | $ 161,033 | $ (78,016) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of convertible promissory note (in shares) | 290,563 | |||||
Conversion of convertible promissory note | 2,730 | 2,730 | ||||
Business Combination and PIPE financing (in shares) | 12,644,168 | |||||
Business Combination and PIPE financing | 94,855 | $ 1 | (4,445) | 99,299 | ||
Stock-based compensation expense and vesting of restricted stock units | 3,498 | 3,498 | ||||
Other comprehensive income | 0 | |||||
Net income (loss) | (4,997) | (4,997) | ||||
Shares outstanding at end of period (in shares) at Mar. 31, 2021 | 33,560,980 | |||||
Total stockholders' equity at end of period at Mar. 31, 2021 | 179,105 | $ 3 | (4,445) | 266,560 | (83,013) | |
Shares outstanding at beginning of period (in shares) at Dec. 31, 2021 | 42,296,121 | |||||
Total stockholders' equity at beginning of period at Dec. 31, 2021 | 422,491 | $ 4 | (4,445) | 586,349 | $ (3,725) | (155,692) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued in connection with options exercise, net exercised (in shares) | 342,661 | |||||
Shares issued in connection with options exercise, net exercised | 1,369 | 1,369 | ||||
Shares issued in connection with employee stock plans (in shares) | 2,475,511 | |||||
Shares issued pursuant to a license, services and collaboration agreement (in shares) | 3,312 | |||||
Shares issued pursuant to a license, services and collaboration agreement | 125 | 125 | ||||
Stock-based compensation expense and vesting of restricted stock units | 6,414 | 6,414 | ||||
Other comprehensive income | 7,510 | 7,510 | ||||
Net income (loss) | 5,543 | 5,543 | ||||
Shares outstanding at end of period (in shares) at Mar. 31, 2022 | 45,117,605 | |||||
Total stockholders' equity at end of period at Mar. 31, 2022 | $ 443,452 | $ 4 | $ (4,445) | $ 594,257 | $ 3,785 | $ (150,149) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ 5,543 | $ (4,997) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 3,505 | 728 |
Stock-based compensation | 6,539 | 3,498 |
Fair value measurement of liabilities | (19,298) | 215 |
Gain from settlement of convertible promissory note | 0 | (700) |
Impairment of digital assets | 2,359 | 0 |
Amortization of right of use assets | 1,990 | 990 |
Deferred income taxes | (2,808) | (12) |
Other | (5) | 49 |
Changes in operating assets and liabilities: | ||
Receivables, net | (1,566) | (543) |
Inventories | 1,102 | (171) |
Contract assets | (136) | (151) |
Prepaid expenses and other assets | (5,612) | (6,383) |
Accounts payable | (5,527) | 245 |
Accrued salaries, wages, and employee benefits | (1,013) | (2,738) |
Deferred revenues | (12,082) | (1,813) |
Operating lease liabilities | (2,454) | (983) |
Other | (6,068) | (1,537) |
Net cash used in operating activities | (35,531) | (14,303) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (1,700) | (1,111) |
Acquisition of TLA Acquisition Corp, net of cash acquired | 0 | (24,830) |
Net cash used in investing activities | (1,700) | (25,941) |
Cash Flows From Financing Activities | ||
Proceeds from exercise of stock options | 1,369 | 0 |
Repayment of long-term debt | (799) | (835) |
Repayment of convertible notes | 0 | (2,800) |
Net contribution from the Merger and PIPE Financing | 0 | 100,698 |
Net cash provided by financing activities | 570 | 97,063 |
Effect of exchange rate changes on cash and cash equivalents | 137 | 0 |
Net increase (decrease) in cash and cash equivalents and restricted cash | (36,524) | 56,819 |
Balance, beginning of year | 75,486 | 15,560 |
Balance, end of period | 38,962 | 72,379 |
Cash and cash equivalents and restricted cash consist of: | ||
Cash and cash equivalents | 32,945 | 70,249 |
Restricted cash | 6,017 | 2,130 |
Total | 38,962 | 72,379 |
Supplemental Disclosures | ||
Cash paid for income taxes | 1,274 | 888 |
Cash paid for interest | 3,871 | 3,453 |
Supplemental Disclosure of Non-Cash Activities | ||
Conversion of convertible notes into common stock | 0 | 2,730 |
Reclassification of stock receivable to treasury stock upon settlement | 0 | 4,445 |
Right of use assets in exchange for lease liabilities | 503 | 2,397 |
Shares issued pursuant to a license, services and collaboration agreement | $ 125 | $ 0 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Description of Business PLBY Group, Inc. (the “Company”, “we”, “our” or “us”), known as Mountain Crest Acquisition Corp (“MCAC”) prior to the completion of the Business Combination (defined below), together with its subsidiaries, including Playboy Enterprises, Inc. (“Legacy Playboy”), through which it conducts business, is a global consumer and lifestyle company marketing the Playboy brand through a wide range of direct-to-consumer products, licensing initiatives, digital subscriptions and content, and location-based entertainment. We have three reportable segments: Licensing, Direct-to-Consumer, and Digital Subscriptions and Content. Refer to Note 18, Segments. We realigned our segments in the first quarter of 2022 and adjusted respective disclosures accordingly. Business Combination On September 30, 2020, Legacy Playboy entered into an agreement and plan of merger (“Merger Agreement”), with MCAC, MCAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of MCAC (“Merger Sub”), and Dr. Suying Liu, the Chief Executive Officer of MCAC. Pursuant to the Merger Agreement, at the closing of the transactions contemplated thereby, Merger Sub would merge with and into Legacy Playboy (the “Merger”) with Legacy Playboy surviving the Merger as a wholly-owned subsidiary of MCAC (the “Business Combination”). Under the Merger Agreement, MCAC agreed to acquire all of the outstanding shares of Legacy Playboy common stock for approximately $381.3 million in aggregate consideration, comprising (i) 23,920,000 shares of MCAC common stock, based on a price of $10.00 per share, subject to adjustment, and (ii) the assumption of no more than $142.1 million of Legacy Playboy net debt. The Merger was subject to certain closing conditions, including stockholder approval, no material adverse effects with respect to Legacy Playboy, and MCAC capital requirements. In connection with the execution of the Merger Agreement, Legacy Playboy, Sunlight Global Investment LLC (“Sponsor”), and Dr. Suying Liu entered into a stock purchase agreement (the “Insider Stock Purchase Agreement”). Refer to Note 11, Stockholders’ Equity. On September 30, 2020, concurrently with the execution of the Merger Agreement, MCAC entered into subscription agreements (the “Subscription Agreements”) and registration rights agreements (the “PIPE Registration Rights Agreements”), with certain institutional and accredited investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors collectively subscribed for an aggregate 5,000,000 shares of MCAC common stock at $10.00 per share for aggregate gross proceeds of $50.0 million (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the closing of the Business Combination for net proceeds of $46.8 million. On February 10, 2021, the Business Combination was consummated, and MCAC (i) issued an aggregate of 20,916,812 shares of its common stock to existing stockholders of Legacy Playboy, (ii) assumed Legacy Playboy options exercisable for an aggregate of 3,560,541 shares of MCAC common stock at a weighted-average exercise price of $5.61 and (iii) assumed the obligation to issue shares in respect of terminated Legacy Playboy restricted stock units (“RSUs”) for an aggregate of 2,045,634 shares of MCAC common stock to be settled one year following the closing date. In addition, in connection with the consummation of the Business Combination, MCAC was renamed “PLBY Group, Inc.” We incurred $1.3 million in transaction costs that were recorded in “additional paid-in capital” upon consummation of the Business Combination. Legacy Playboy’s options and RSUs that were outstanding as of immediately prior to the closing of the Business Combination (other than an option granted to Ben Kohn on January 31, 2021 to purchase 965,944 shares of Legacy Playboy common stock at an exercise price of $10.52 per share (the “Pre-Closing Option”)) were accelerated and fully vested. Each outstanding option was assumed by MCAC and automatically converted into an option to purchase such number of shares of MCAC’s common stock equal to the product of (x) the merger consideration and (y) the option holder’s respective percentage of the merger consideration. All RSUs that were then outstanding were terminated and will be settled in shares of common stock equal to the product of (x) the merger consideration, and (y) the terminated RSU holder’s respective percentage of the merger consideration. The Business Combination was accounted for as a reverse recapitalization whereby MCAC, who is the legal acquirer, was treated as the “acquired” company for financial reporting purposes and Legacy Playboy was treated as the accounting acquirer. This determination was primarily based on Legacy Playboy having a majority of the voting power of the post-combination company, Legacy Playboy’s senior management comprising substantially all of the senior management of the post-combination company, the relative size of Legacy Playboy compared to MCAC, and Legacy Playboy’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of a capital transaction in which Legacy Playboy is issuing stock for the net assets of MCAC. The net assets of MCAC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Legacy Playboy. All share, per share and net loss per share amounts prior to the Business Combination have been retroactively restated to reflect the recapitalization. The following table reconciles the elements of the Merger to the condensed consolidated statement of stockholders’ equity for the three months ended March 31, 2021 (in thousands): Cash - trust account and cash $ 54,044 Cash - PIPE Investment 46,844 Less: transaction costs paid in 2021 (190) Net contributions from Merger and PIPE Investment 100,698 Less: transaction costs paid in 2020 (292) Less: accrued transaction costs and other liabilities (1,106) Merger and PIPE Investment $ 99,300 Basis of Presentation The interim condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Reclassifications Certain prior period amounts on the condensed consolidated statement of operations have been reclassified for consistency with the current period presentation. Such reclassifications were immaterial. Principles of Consolidation The interim condensed consolidated financial statements include our accounts and all majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company and Honey Birdette (Aust) Pty Limited ("Honey Birdette"), which the Company acquired in August 2021 (see Note 16, Business Combinations) have different fiscal quarter and year ends. Honey Birdette follows a fiscal calendar widely used by the retail industry that results in a fiscal year consisting of a 52- or 53-week period ending on the Sunday closest to December 31. Each fiscal year of Honey Birdette consists of four 13-week quarters, with an extra week added to each fiscal year every five or six years. The Company follows a monthly reporting calendar, with its fiscal year ending on December 31. The difference in fiscal periods for Honey Birdette and the Company is considered to be insignificant and no related adjustments have been made in the preparation of these unaudited condensed consolidated financial statements. Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated balance sheet as of March 31, 2022, and the interim condensed consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders’ equity for the three months ended March 31, 2022 and 2021 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of our financial position as of March 31, 2022 and our results of operations and cash flows for the three months ended March 31, 2022 and 2021. The financial data and other financial information disclosed in these notes to the interim condensed consolidated financial statements related to the three-month periods are also unaudited. The interim condensed consolidated results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future annual or interim period. The interim condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. These interim condensed consolidated financial statements should be read in conjunction with our audited financial statements included in the Annual Report on Form 10-K as filed by us with the Securities and Exchange Commission on March 16, 2022. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly assess these estimates, including but not limited to, valuation of our trademarks and trade name; valuation of our contingent consideration liabilities; pay-per-view and video-on-demand buys, and monthly subscriptions to our television and digital content; the adequacy of reserves associated with accounts receivable and inventory; unredeemed gift cards and store credits; and stock-based compensation expense. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to the financial position and results of operations. Concentrations of Business and Credit Risk At various times throughout the period, we maintained cash balances in excess of Federal Deposit Insurance Corporation insured limits. We have not experienced any losses in such accounts and do not believe that there is any credit risk to our cash. Concentration of credit risk with respect to accounts receivable is limited due to the wide variety of customers to whom our products are sold and/or licensed. The following represents revenue and receivables from the Company's customers exceeding 10% of the total in each category as of, and for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Customer Receivables Revenue Receivables Revenue Customer A 21 % * * 10 % Customer B * * 22 % * Customer C * * * 13 % *Indicates the revenues or receivables for the customer did not exceed 10% of the Company’s total in each category as of or for the three months ended March 31, 2022 and 2021. Cash Equivalents Cash equivalents are temporary cash investments with an original maturity of three months or less at the date of purchase and are stated at cost, which approximates fair value. Restricted Cash At March 31, 2022 and December 31, 2021, restricted cash was primarily related to a cash collateralized letter of credit we maintained in connection with the lease of our Los Angeles headquarters and the purchase of an aircraft, as well as Honey Birdette’s term deposit in relation to our Sydney office lease. Accounts Receivable, Net Trade receivables are reported at their outstanding unpaid balances, less allowances for credit losses. The allowances for credit losses are increased by the recognition of bad debt expense and decreased by charge-offs (net of recoveries) or by reversals to income. In determining expected credit losses, we consider our historical level of credit losses, current economic trends, and reasonable and supportable forecasts that affect the collectability of the future cash flows. A receivable balance is written off when we deem the balance to be uncollectible. The allowance for credit losses was $0.2 million at March 31, 2022 and December 31, 2021. Income Taxes For interim reporting periods, our provision for income taxes is calculated using our annualized estimated effective tax rate for the year. This rate is based on our estimated full-year income and the related income tax expense for each jurisdiction in which we operate. Changes in the geographical mix, permanent differences or the estimated level of annual pre-tax income can affect the effective tax rate. This rate is adjusted for the effects of discrete items occurring in the period. We are subject to federal and state income taxes in the United States and foreign income and withholding taxes. We record deferred tax assets related to net operating loss carryforwards and certain temporary differences, net of applicable reserves in these jurisdictions. We evaluate our deferred tax assets quarterly to determine if adjustments to our valuation allowance are required based on the consideration of all available positive and negative evidence using a “more likely than not” standard with respect to whether deferred tax assets will be realized. Our evaluation considers, among other factors, our historical operating results, our expectation of future profitability, the duration of the applicable statutory carryforward periods, and tax planning alternatives. The ultimate realization of our deferred tax assets depends primarily on our ability to generate future taxable income during the periods in which the related deferred tax assets become deductible. The value of our deferred tax assets depends on applicable income tax rates. We will continue to evaluate both the positive and negative evidence on a quarterly basis in determining the need for a valuation allowance with respect to our deferred tax assets. The accounting for deferred tax assets is based upon estimates of future results. Changes in positive and negative evidence, including differences between estimated and actual results, could result in changes in the valuation of our deferred tax assets that could have a material impact on our consolidated financial statements. Changes in existing federal and state tax laws and corporate income tax rates could also affect actual tax results and the realization of deferred tax assets over time. Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting stockholders’ deficit that, under GAAP, are excluded from net income (loss). Our other comprehensive income (loss) represents foreign currency translation adjustment attributable to Honey Birdette operations. Refer to Condensed Consolidated Statements of Comprehensive Income (Loss). Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to PLBY Group, Inc. stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net income (loss) per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which we report net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Recently Adopted Accounting Pronouncements There were no recently adopted accounting pronouncements applicable to the Company for the quarter ended March 31, 2022. Accounting Pronouncements Issued but Not Yet Adopted We do not believe that there were any recently issued, but not yet effective, accounting pronouncements that would have a material effect on our financial statements. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. For cash equivalents, receivables and certain other current assets and liabilities, the amounts reported approximate fair value due to their short-term nature. For debt, we believe that the amounts reported approximate fair value based upon the refinancing of our senior secured debt in May 2021, its amendment in August 2021 and the Aircraft Term Loan we obtained in May 2021. Refer to Note 9, Debt, for additional disclosures about our debt. The following table summarizes the fair value of our financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration liability $ — $ — $ (17,937) $ (17,937) December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration liability $ — $ — $ (36,630) $ (36,630) There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented. Contingent consideration liability is comprised of contingent consideration recorded in connection with the acquisition of Honey Birdette, which represents the fair value for the shares issued to the Honey Birdette sellers that remained subject to lock-up restrictions as of March 31, 2022, net of the fair value of the FY22 true-up adjustment, and contingent consideration recorded in connection with the acquisition of GlowUp, which represents the fair value for shares which may be issued and cash which may be paid to the GlowUp sellers subject to certain indemnification obligations and performance criteria. Refer to Note 16, Business Combinations. We recorded the acquisition-date fair value of these contingent liabilities as part of the consideration transferred. The fair value of contingent and deferred consideration was estimated using either (i) a Monte Carlo simulation analysis in an option pricing framework, using revenue projections, volatility and stock price as key inputs or (ii) a scenario-based valuation model using probability of payment, certain cost projections, and either discounting (in the case of cash-settled consideration) or stock price (for share-settled consideration) as key inputs. The analysis approach was chosen based on the terms of each purchase agreement and our assessment of appropriate methodology for each case. The contingent payments and value of stock issuances are subsequently remeasured to fair value each reporting date using the same fair value estimation method originally applied with updated estimates and inputs as of March 31, 2022. We recorded $19.3 million of fair value change as a result of contingent liabilities fair value remeasurement in selling and administrative expenses for the three months ended March 31, 2022. We classified financial liabilities associated with the contingent consideration as Level 3 due to the lack of relevant observable inputs. Changes in assumptions described above could have an impact on the payout of contingent consideration. The following table provides a roll-forward of the fair value of the liabilities categorized as Level 3 for the three months ended March 31, 2022 (in thousands): March 31, Beginning balance $ 36,630 Change in fair value and other (18,693) Ending balance $ 17,937 The decrease in the fair value of the contingent consideration for the three months ended March 31, 2022 was primarily due to a decrease in a price per share of our common stock as of March 31, 2022. Assets Measured and Recorded at Fair Value on a Non-recurring Basis |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances Our contract assets relate to the Trademark Licensing revenue stream where arrangements are typically long-term and non-cancelable. Contract assets are reclassified to accounts receivable when the right to bill becomes unconditional. Our contract liabilities consist of billings or payments received in advance of revenue recognition and are recognized as revenue when transfer of control to customers has occurred. Contract assets and contract liabilities are netted on a contract-by-contract basis. Contract assets were $17.5 million and $17.4 million as of March 31, 2022 and December 31, 2021, respectively. Contract liabilities were $41.5 million and $53.6 million as of March 31, 2022 and December 31, 2021, respectively. The changes in such contract balances during the three months ended March 31, 2022 primarily relate to (i) $15.7 million of revenues recognized that were included in gross contract liabilities at December 31, 2021, (ii) a $1.3 million increase in contract liabilities due to cash received in advance or consideration to which we are entitled remaining in the net contract liability balance at period-end, and (iii) $2.2 million of contract assets reclassified into accounts receivable as the result of rights to consideration becoming unconditional. Contract assets were $8.5 million and $8.3 million as of March 31, 2021 and December 31, 2020, respectively. Contract liabilities were $54.4 million and $55.0 million as of March 31, 2021 and December 31, 2020, respectively. The changes in such contract balances during th e three months ended March 31, 2021 primarily relate to (i) $14.6 million of revenues recognized that were included in gross contract liabilities December 31, 2020, (ii) a $3.5 increase in contract liabilities due to cash received in advance or consideration t o which we are entitled remaining in the net contract liability balance at period-end, and (iii) $10.1 million of contract assets reclassified into accounts receivable as a result of rights to consideration becoming unconditional, and (iv) a $1.3 million increase in contract liabilities due to the acquisition of TLA. Future Performance Obligations As of March 31, 2022, unrecognized revenue attributable to unsatisfied and partially unsatisfied performance obligations under our long-term contracts was $356.6 million, of which $351.2 million relates to Trademark Licensing, $5.2 million relates to Magazine and Digital Subscriptions, and $0.2 million relates to other obligations. Unrecognized revenue of the Trademark Licensing revenue stream will be recognized over the next nine years, of which 67% will be recognized in the first five years. Unrecognized revenue of the Magazine and Digital Subscriptions revenue stream will be recognized over the next five years, of which 36% will be recognized in the first year. Unrecognized revenues under contracts disclosed above do not include contracts for which variable consideration is determined based on the customer’s subsequent sale or usage. Disaggregation of Revenue The following table disaggregates revenue by type (in thousands): Three Months Ended March 31, 2022 Licensing Direct-to-consumer Digital Other Total Trademark licensing $ 14,561 $ — $ — $ — $ 14,561 Magazine, digital subscriptions and product — — 2,300 435 2,735 TV and cable programming — — 2,440 — 2,440 Consumer products — 49,642 — — 49,642 Total revenues $ 14,561 $ 49,642 $ 4,740 $ 435 $ 69,378 Three Months Ended March 31, 2021 Licensing Direct-to- Consumer Digital Subscription and Content Other Total Trademark licensing $ 15,704 $ — $ — $ — $ 15,704 Magazine, digital subscriptions and product — — 2,323 14 2,337 TV and cable programming — — 2,592 — 2,592 Consumer products — 22,047 — — 22,047 Total revenues $ 15,704 $ 22,047 $ 4,915 $ 14 $ 42,680 The following table disaggregates revenue by point-in-time versus over time (in thousands): Three Months Ended 2022 2021 Point in time $ 49,733 $ 22,047 Over time 19,645 20,633 Total revenues $ 69,378 $ 42,680 |
Inventories, Net
Inventories, Net | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, NetThe following table sets forth inventories, net, which are stated at the lower of cost (specific cost and first-in, first-out) and net realizable value (in thousands): March 31, December 31, Editorial and other pre-publication costs $ 352 $ 263 Merchandise finished goods 38,427 39,618 Total $ 38,779 $ 39,881 At March 31, 2022 and December 31, 2021, reserves for slow-moving and obsolete inventory related to merchandise finished goods amounted to $0.8 million and $1.5 million, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid agency fees and commissions $ 21 $ 24 Prepaid foreign withholding taxes 1,801 2,431 Deposits 782 1,302 Prepaid insurance 1,783 1,209 Contract assets, current portion 1,094 77 Software implementation and subscription costs 3,578 1,910 Prepaid inventory not yet received 2,597 2,749 Licensed programming costs 437 447 Prepaid creator fees 1,823 130 Other 5,390 3,137 Total $ 19,306 $ 13,416 As of March 31, 2022, the unamortized balance of the licensed programming costs will be recognized over two years. We recognized amortization expense of $0.1 million for each of the three months ended March 31, 2022 and 2021. Additionally, in the third quarter of 2021, the Company began capitalizing implementation costs incurred through certain cloud computing arrangements that are service contracts. The capitalized implementation costs related to the cloud computing arrangements are amortized over the terms of the arrangements, which is three years. These costs are classified in our condensed consolidated balance sheets in prepaid expenses and other current assets or other noncurrent assets based on the terms of the arrangements, and the related cash flows are presented as cash outflows from operations. The amortization expense related to capitalized implementation costs during the three months ended March 31, 2022 was $0.1 million. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following (in thousands): March 31, December 31, Furniture and fixtures $ 12,362 $ 11,908 Aircraft 13,298 13,298 Leasehold improvements 11,304 9,619 Total property and equipment, gross 36,964 34,825 Less: accumulated depreciation (10,153) (8,380) Total $ 26,811 $ 26,445 In May 2021, we purchased an aircraft for an aggregate purchase price of $12.0 million. Subsequently, we capitalized $1.3 million of costs related to the refurbishment of the aircraft and inspecting and testing the aircraft prior to purchase. The aircraft is being amortized on a straight-line basis over its estimated useful life of seven years. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible Assets Our indefinite-lived intangible assets that are not amortized but subject to annual impairment testing consist of $332.1 million and $331.9 million of Playboy-branded trademarks and acquired trade names as of March 31, 2022 and December 31, 2021, respectively. In January 2021, we ass essed and adjusted the expected use of our certain acquired trade names. In determining the estimated useful life of acquired trade names, we consider the longevity of the trade name, economic factors and period over which economic benefit is consumed, among other factors. N o material impact was recorded during the three months ended March 31, 2021. During the fourth quarter of 2021, we released "Rabbitars", a non-fungible token collection, and accepted Ethereum as payment. As of March 31, 2022, the carrying value of our digital assets held was $4.3 million, which reflects impairments for the three months ended March 31, 2022 of $2.4 million and cumulative impairments of $3.3 million. The table below summarizes our intangible assets, net (in thousands): March 31, 2022 December 31, 2021 Digital assets, net $ 4,320 $ 6,836 Total amortizable intangible assets, net 86,640 86,519 Total indefinite-lived intangible assets 332,056 331,925 Total $ 423,016 $ 425,280 Capitalized trademark costs include costs associated with the acquisition, registration and/or renewal of our trademarks. We expense certain costs associated with the defense of our trademarks. Registration and renewal costs of $0.1 million were capitalized during the three months ended March 31, 2022 and 2021, respectively. Our amortizable intangible assets consisted of the following (in thousands): Weighted-Average Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount March 31, 2022 Trade names 11.8 $ 88,090 $ (5,295) $ 82,795 Distribution agreements 15 3,720 (2,749) 971 Photo and magazine archives 10 2,000 (2,000) — Customer list 10 1,180 (265) 915 Developed technology 3 2,300 (341) 1,959 Total $ 97,290 $ (10,650) $ 86,640 Weighted-Average Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2021 Trade names 11.8 $ 85,684 $ (3,293) $ 82,391 Distribution agreements 15 3,720 (2,687) 1,033 Photo and magazine archives 10 2,000 (2,000) — Customer list 10 1,180 (236) 944 Developed technology 3 2,300 (149) 2,151 Total $ 94,884 $ (8,365) $ 86,519 The aggregate amortization expense for definite-lived intangible assets was $2.2 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, expected amortization expense relating to definite-lived intangible assets for each of the next five years and thereafter is as follows (in thousands): Remainder of 2022 $ 6,474 2023 8,631 2024 8,481 2025 7,864 2026 7,657 Thereafter 47,533 Total $ 86,640 Goodwill Changes in the carrying value of goodwill for the three months ended March 31, 2022 were as follows (in thousands): Balance at December 31, 2021 $ 270,577 Foreign currency translation adjustment in relation to Honey Birdette and other, net 6,469 Balance at March 31, 2022 $ 277,046 |
Other Current Liabilities and A
Other Current Liabilities and Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities and Accrued Expenses | Other Current Liabilities and Accrued ExpensesOther current liabilities and accrued expenses consist of the following (in thousands): March 31, December 31, Accrued interest $ 1,313 $ 1,476 Accrued agency fees and commissions 4,955 3,456 Outstanding gift cards and store credits 4,000 4,960 Inventory in transit 4,209 8,323 Taxes 4,173 5,654 Other 7,415 8,548 Total $ 26,065 $ 32,417 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table sets forth our debt (in thousands): March 31, December 31, Term loan, due 2027 (as refinanced and amended) $ 228,275 $ 228,850 Airplane term loan, due 2026 8,346 8,569 Total debt 236,621 237,419 Less: unamortized debt issuance costs (2,293) (2,389) Less: unamortized debt discount (5,932) (6,180) Total debt, net of unamortized debt issuance costs and debt discount 228,396 228,850 Less: current portion of long-term debt (3,220) (2,808) Total debt, net of current portion $ 225,176 $ 226,042 Term Loan 2014 Term Loan In June 2014, we borrowed $150.0 million under a four-and-one-half-year term loan maturing on December 31, 2018, at an effective rate of 7.0% from DBD Credit Funding LLC pursuant to a credit agreement (the “Credit Agreement”). In December 2019, the term loan was amended to borrow an additional $12.0 million. Our debt bore interest at a rate per annum equal to the Eurodollar Rate for the interest period in effect plus the applicable margin in effect from time to time. The Eurodollar Rate was the greater of (a) an interest rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) determined by the administrative agent divided by 1 minus the statutory reserves (if any) and (b) 1.25% per annum. From 2016 to 2020, the term loan was amended multiple times to increase the commitment amount, extend the maturity date to December 31, 2023, set up a debt reserve account and excess cash account, and to revise the quarterly principal payments and applicable margin rates, among other amendments. In March 2020, the term loan was amended to establish new quarterly principal payment amounts among other amendments. The amendment was assessed and was accounted for as a modification. We incurred additional financing costs of $0.1 million related to this amendment that were capitalized. In January 2021, the term loan was amended to defer the excess cash flow payment due in January 2021 to April 2021 among other amendments. The terms of the modified term loan were not considered substantially different and the amendment was accounted for as a modification. On May 25, 2021, the Credit Agreement was repaid in full and terminated upon completion of the refinancing described below. New Term Loan In May 2021, we consummated the refinancing of the term loan facility (the “Refinancing”), which was scheduled to expire on December 31, 2023. Pursuant to the Refinancing’s new Credit and Guaranty Agreement (the “New Credit Agreement”) with Acquiom Agency Services LLC, as the administrative agent and collateral agent, we obtained a new $160.0 million senior secured term loan (the “New Term Loan”), which was fully funded at the closing of the Refinancing. In connection with the Refinancing, we were required to pay off the prior term loan facility with an outstanding principal balance of approximately $154.7 million, as well as certain fees and expenses in connection with such payoff. We financed the payoff of the prior facility with proceeds from the New Term Loan. As a result of the Refinancing, we recognized a loss on the early extinguishment of debt of $1.2 million during the year ended December 31, 2021, due to $1.0 million of fees which were expensed as incurred in connection with the Refinancing, as well as $0.2 million of fees as a result of such Refinancing. The New Term Loan has a six-year term and matures in May 25, 2027. The New Term Loan accrues interest at LIBOR plus 5.75%, with a LIBOR floor of 0.50%. The interest rate applicable to borrowings under the New Term Loan may subsequently be adjusted on periodic measurement dates provided for under the new credit agreement based on the type of loans borrowed by us and our total leverage ratio at such time. The New Term Loan requires quarterly amortization payments of $0.6 million, commencing on September 30, 2021, with the balance becoming due at maturity. Our obligations pursuant to the New Credit Agreement are guaranteed by the Company and any current and future wholly-owned, domestic subsidiaries of the Company, subject to certain exceptions. In connection with the New Credit Agreement, the Company and the other guarantor subsidiaries of the Company entered into a Pledge and Security Agreement with the collateral agent, pursuant to which we granted a senior security interest to the agent in substantially all of our assets (including the stock of certain of our subsidiaries) in order to secure our obligations under the New Credit Agreement. In August 2021, in connection with the acquisition of Honey Birdette, the New Term Loan was amended to (a) obtain a $70.0 million incremental term loan for the purpose of funding the acquisition, thereby increasing the aggregate principal amount of term loan indebtedness outstanding under the New Credit Agreement to $230.0 million, and (b) amend the terms of the New Credit Agreement to, among other things, permit Honey Birdette and certain of its subsidiaries to guaranty the obligations under the New Credit Agreement. In connection with such amendment, $2.0 million of debt issuance costs were expensed as incurred, and $1.7 million of debt discount were capitalized. The stated interest rate as of March 31, 2022 and December 31, 2021 was 6.25%. As was the case with the 2014 Credit Agreement, the terms of the New Credit Agreement limit or prohibit, among other things, our ability to: incur liens, incur additional indebtedness, make investments, transfer, sell or acquire assets, pay dividends and change the business we conduct. Acquiom Agency Services LLC has a lien on all our assets as stated in the New Credit Agreement. The New Credit Agreement contains a financial covenant which requires the Company to maintain a maximum total gross leverage ratio (calculated as a ratio of consolidated gross funded debt to consolidated EBITDA (as defined in the New Credit Agreement). The Company was in compliance with the financial covenants under the New Credit Agreement as of December 31, 2021 and March 31, 2022. Aircraft Term Loan In May 2021, we borrowed $9.0 million under a five-year term loan maturing in May 2026 to fund the purchase of an aircraft (the “Aircraft Term Loan”). The stated interest rate was 6.25% as of March 31, 2022 and December 31, 2021. The Aircraft Term Loan requires monthly amortization payments of approximately $0.1 million, commencing on July 1, 2021. We incurred $0.1 million of financing costs related to the Aircraft Term Loan, which were capitalized. Original issue discounts and deferred financing costs were incurred in connection with the issuance of our term loans. Costs incurred in connection with debt are capitalized and offset against the carrying amount of the related indebtedness. These costs are amortized over the term of the related indebtedness and are included in “interest expense” in the condensed consolidated statements of operations. Amortization expense related to deferred financing costs was immaterial for the three months ended March 31, 2022 and 2021. Interest expense related to our debt was $3.3 million and $3.3 million for the three months ended March 31, 2022 and 2021, respectively. The following table sets forth maturities of the principal amount of our term loan as of March 31, 2022 (in thousands): Remainder of 2022 $ 2,408 2023 3,265 2024 3,327 2025 3,396 2026 6,875 Thereafter 217,350 Total $ 236,621 Convertible Promissory Notes — Creative Artists Agency and Global Brands Group LLP In August 2018, a convertible promissory note was issued to CAA Brand Management, LLC (“CAA”) for $2.7 million and a convertible promissory note was issued to GBG International Holding Company Limited (“GBG”) for $7.3 million. These notes were noninterest bearing and were convertible into shares of our common stock no later than October 31, 2020, which was extended to December 31, 2020. The terms of these notes were subject to negotiation in December 2020, and in December 2020, we settled the outstanding GBG note at a 20% discount for $5.8 million, resulting in a gain from settlement of $1.5 million. In January 2021, the outstanding note with CAA was converted into 51,857 shares of Legacy Playboy’s common stock, which was exchanged for 290,563 shares of our common stock upon the closing of the Business Combination in February 2021. Convertible Promissory Note — United Talent Agency, LLC In March 2018, we issued a convertible promissory note to United Talent Agency, LLC (“UTA”) for $2.0 million. In June 2018, we issued a second convertible promissory note to UTA for $1.5 million. These notes were noninterest bearing and were to be convertible into shares of our common stock no later than October 31, 2020, which was extended to December 31, 2020. In January 2021, the settlement terms of the notes were amended to extend the term to the one-month anniversary of the termination or expiration of the Merger Agreement. In February 2021, the outstanding convertible notes with UTA were settled for $2.8 million resulting in a gain from settlement of $0.7 million. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest On April 13, 2015, we sold 25% of the membership interest in our subsidiary, After Dark LLC, to an unaffiliated third party for $1.0 million. As part of the arrangement we granted a put right to this party which provides the right, but not the obligation, to the third party to cause us to purchase all of the third party’s interest in After Dark LLC at the then fair market value. This put right can be exercised on April 13 of each year. Additionally, the put right can be exercised upon a change of control of the Company. To date, the put right has not been exercised, including in connection with the Business Combination. Our controlling interest in this subsidiary requires the operations of this subsidiary to be included in the condensed consolidated financial statements. Noncontrolling interest with redemption features, such as put options, that are not solely within our control (redeemable noncontrolling interest) are reported as mezzanine equity on the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, between liabilities and equity. Net income or loss of After Dark LLC is allocated to its noncontrolling member interest based on the noncontrolling ownership percentage. Additionally, to the extent there are results of operations of the subsidiary that are not attributable to us, they would be shown as “net loss attributable to redeemable noncontrolling interest” in the condensed consolidated statements of operations. There was no change in the balance of the redeemable noncontrolling interest as After Dark LLC did not generate any operating activities for the three months ended March 31, 2022 and 2021. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock The holders of our common stock have one vote for each share of common stock. Common stockholders are entitled to dividends when, as, and if declared by our Board of Directors (the “Board of Directors”). As of March 31, 2022, no dividends had been declared by the Board of Directors. Common stock reserved for future issuance consists of the following: March 31, December 31, Shares available for grant under equity incentive plans 2,500,880 4,003,059 Options issued and outstanding under equity incentive plans 2,855,947 3,211,071 Unvested restricted stock units 740,422 585,075 Vested restricted stock units not yet settled 1,191,088 2,133,179 Unvested performance-based restricted stock units 544,036 544,036 Vested performance-based restricted stock units not yet settled — 1,331,031 Shares to be issued pursuant to a license, services and collaboration agreement 76,173 79,485 Total common stock reserved for future issuance 7,908,546 11,886,936 Treasury Stock In connection with the execution of the Merger Agreement, Legacy Playboy, Sponsor, and Dr. Suying Liu entered into the Insider Stock Purchase Agreement, pursuant to which Legacy Playboy purchased 700,000 shares of MCAC’s common stock (the “Initial Shares”) from Sponsor. Subject to the satisfaction of conditions set forth under the Merger Agreement, Sponsor was obligated to transfer the Initial Shares to Legacy Playboy upon the closing of the Merger or, if the Merger Agreement was terminated, upon the consummation of any other business combination. As of December 31, 2020, Legacy Playboy had paid a nonrefundable $4.4 million prepayment, representing the purchase price of the 700,000 Initial Shares, at a price of $6.35 per share. In February 2021,the Initial Shares were transferred to us upon the closing of the Merger and reclassified from “stock receivable” to “treasury stock” as part of the recapitalization. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In June 2018, Legacy Playboy adopted its 2018 Equity Incentive Plan (“2018 Plan”), under which 6,287,687 of Legacy Playboy’s common shares were originally reserved for issuance. Our employees, directors, officers, and consultants are eligible to receive nonqualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other share awards under the 2018 Plan. All stock options and restricted stock unit awards granted under the 2018 Plan in 2019 and 2020 that were outstanding immediately prior to the consummation of the Business Combination were accelerated and fully vested (other than the Pre-Closing Option), and subsequently converted into options to purchase or the right to receive shares of our common stock as described in Note 1, Basis of Presentation and Summary of Significant Accounting Policies. The impact of the acceleration of the vesting of 829,547 stock options and 288,494 restricted stock unit awards was $3.1 million for the three months ended March 31, 2021. On February 9, 2021, our stockholders approved the 2021 Equity and Incentive Compensation Plan (“2021 Plan”), which became effective following consummation of the Business Combination. As of March 31, 2022, 4,262,364 shares were authorized for issuance under the 2021 Plan. In addition, the shares authorized for the 2021 Plan may be increased on an annual basis via an evergreen refresh mechanism for a period of up to 10 years, beginning with the fiscal year that begins January 1, 2022, in an amount equal up to 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year. Following the effectiveness of the 2021 Plan, no further awards will be granted under the 2018 Plan, but the 2018 Plan will remain outstanding and continue to govern outstanding awards granted thereunder. During the three months ended March 31, 2022, restricted stock units for 378,108 shares were granted under the 2021 Plan. Stock Option Activity A summary of the stock option activity under our Plans is as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Balance – December 31, 2021 3,211,071 $ 7.77 7.9 $ 60,978 Granted — — Exercised (342,661) 4.00 Forfeited and cancelled (12,463) 28.08 Balance – March 31, 2022 2,855,947 $ 8.13 7.7 $ 17,865 Exercisable – March 31, 2022 2,068,306 $ 5.80 7.2 $ 16,271 The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable stock options and the fair value of our common stock at March 31, 2022. The grant date fair value of options that vested during the three months ended March 31, 2022 and 2021 were $2.5 million and $2.1 million, respectively. There were no options granted during the three months ended March 31, 2022. The options granted during the three months ended March 31, 2021 had a weighted-average fair value of $4.63 per share at the grant date. Restricted Stock Units A summary of restricted stock unit activity under our Plans is as follows: Number of Awards Weighted- Average Grant Date Fair Value per Share Unvested and outstanding balance at December 31, 2021 585,075 $ 28.15 Granted 378,108 15.00 Vested (198,918) 22.53 Forfeited (23,843) 28.08 Unvested and outstanding balance at March 31, 2022 740,422 $ 22.95 The total fair value of restricted stock units that vested during the three months ended March 31, 2022 and 2021 was approximately $4.5 million and $1.4 million, respectively. We had 1,191,088 outstanding and fully vested restricted stock units that remained unsettled at March 31, 2022, all of which are expected to be settled in 2022. As such, they are excluded from outstanding shares of common stock but are included in weighted-average shares outstanding for the calculation of net income (loss) per share for the three months ended March 31, 2022 and 2021. Performance Stock Units To determine the value of performance-based restricted stock units for stock-based compensation purposes, the Company uses the Monte Carlo simulation valuation model. The Monte Carlo simulation model utilizes multiple input variables, including derived service period of 1.88 years, to estimate the probability that the market conditions will be achieved and is applied to the trading price of our common stock on the date of grant. A summary of performance stock unit activity under our 2021 Plan is as follows: Number of Weighted- Unvested and outstanding balance at December 31, 2021 544,036 $ 20.49 Granted — — Vested — — Forfeited — — Unvested and outstanding balance at March 31, 2022 544,036 $ 20.49 Stock Options Granted To determine the value of stock option awards for stock-based compensation purposes, we used the Black-Scholes option-pricing model and the assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment. Fair value of common stock — Prior to the Business Combination, the fair value of our shares of common stock underlying the awards has historically been determined by the Board of Directors with input from management and contemporaneous third-party valuations, as there was no public market for our common stock. The Board of Directors determined the fair value of the common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, our operating and financial performance, the lack of liquidity of our common stock, transactions in our common stock, and general and industry specific economic outlook, among other factors. Subsequent to the Business Combination, the fair value of our common stock is based on the quoted price of our common stock. Expected term — For employee awards granted at-the-money, we estimate the expected term based on the simplified method, which is the midpoint between the vesting date and the end of the contractual term for each award since our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. For nonemployee awards and employee awards granted out-of-the-money, our best estimate of the expected term is the contractual term of the award. Volatility — We derive the volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards as we do not have sufficient historical trading history for our stock. We selected companies with comparable characteristics to us, including enterprise value, risk profiles, and position within the industry and with historical share price information sufficient to meet the expected term of the stock options. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available. Risk-free interest rate — The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant, the term of which is consistent with the expected life of the award. Dividend yield — We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero. For options granted during the period, we estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the weighted-average assumptions in the following table. There were no options granted during the three months ended March 31, 2022. Three Months Ended Fair value of common stock $10.52 Expected term, in years 5.86 Expected volatility 47% Risk-free interest rate 0.57% Expected dividend yield 0% Stock-Based Compensation Expense Stock-based compensation expense under our Plans was as follows for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended 2022 2021 Cost of sales (1) $ 879 $ — Selling and administrative expenses 5,660 3,498 Total $ 6,539 $ 3,498 ( 1) Cost of sales includes $0.1 million of stock-based compensation expense associated with equity awards granted to an independent contractor for services pursuant to the terms of a license, services and collaboration agreement. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases Our principal lease commitments are for office space and operations under several non-cancelable operating leases with contractual terms expiring from 2022 to 2031. Some of these leases contain renewal options and rent escalations. In 2019, we entered into an agreement to lease space for our corporate headquarters in Los Angeles, which we occupied under a sublease with a third party. The new lease commenced in July 2020 upon the expiration of the sublease and is for a term of approximately seven years. We had a $1.7 million and $2.0 million cash collateralized letter of credit related to the lease as of March 31, 2022 and December 31, 2021, respectively. The operating lease of our wholly-owned subsidiary Yandy Enterprises LLC's ("Yandy") for warehousing and office space in Phoenix, Arizona expired in February 2021, following an extension of the original December 2020 expiration. On August 26, 2020, we entered into a non-cancelable operating lease for 51,962 square feet of warehousing and office space in Phoenix, Arizona for Yandy’s operations. The lease commenced on February 1, 2021 and expires on May 31, 2031 with an option to renew for an additional 5 or 10 years at market rates. Rent, which commenced in June 2021 after a four-month rent free period, is payable monthly and is subject to annual increases of 3% for a total lease commitment of $4.1 million. Additionally, we are eligible to receive a tenant improvement allowance of up to $0.8 million. In 2017, we vacated our New York office space and entered into an agreement to sublease the space for a period approximating the remaining term of our lease. This lease expires in 2024. In connection with the acquisition of TLA, as disclosed in Note 16, Business Combinations, we acquired 41 retail stores (40 stores as of March 31, 2022), one office and one warehouse space, which TLA leases and operates in Washington, Oregon, California, Texas and Tennessee for the purpose of selling its products to customers. The majority of the leases are triple net leases, for which TLA, as a lessee, is responsible for paying rent as well as common area maintenance, insurance and taxes. Lease terms run between 2 and 10 years in length, with the average lease term being approximately 5 years and in many cases include renewal options. In connection with the acquisition of Honey Birdette, as disclosed in Note 16, Business Combinations, we acquired 59 retail stores and two office spaces, which Honey Birdette leases and operates in Australia, the United States and the United Kingdom for the purpose of selling its products to customers. The majority of the leases are triple net leases, for which Honey Birdette, as a lessee, is responsible for paying rent as well as common area maintenance, insurance and taxes. Lease terms run between 2 and 10 years in length, with the average lease term being approximately 5 years and in many cases include renewal options. Lease cost associated with operating leases is charged to expense in the year incurred and is included in our condensed consolidated statements of operations. For the three months ended March 31, 2022 and 2021, lease cost charged to selling, general and administrative expense was $3.1 million and $1.2 million, respectively. Lease cost for the three months ended March 31, 2022 and 2021 is included in the table below. Lease cost charged to cost of sales for the three months ended March 31, 2022 and 2021 was immaterial. Most of our leases include one or more options to renew, with renewal terms that generally can extend the lease term for an additional 4 to 5 years. The exercise of lease renewal options is at our sole discretion. As of March 31, 2022 the weighted average remaining term of these operating leases is 5.28 years and the weighted average discount rate used to estimate the net present value of the operating lease liabilities was 4.9%. Cash payments for amounts included in the measurement of operating lease liabilities were $3.1 million for the three months ended March 31, 2022. Right of use assets obtained in exchange for new operating lease liabilities were $0.5 million for the three months ended March 31, 2022. Net lease cost recognized in our condensed consolidated statements of operations for the three months ended March 31, 2022 is summarized as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating lease cost $ 3,110 $ 1,190 Variable lease cost 580 168 Short-term lease cost 427 98 Sublease income (64) (71) Total $ 4,053 $ 1,385 Maturities of our operating lease liabilities as of March 31, 2022 are as follows (in thousands): Years ending Amounts Remainder of 2022 $ 8,719 2023 10,462 2024 8,835 2025 7,070 2026 6,621 Thereafter 8,763 Total undiscounted lease payments 50,470 Less: imputed interest (7,190) Total operating lease liabilities $ 43,280 Operating lease liabilities, current portion 9,507 Operating lease liabilities, noncurrent portion $ 33,773 Legal Contingencies From time to time, we may have certain contingent liabilities that arise in the ordinary course of our business activities. We accrue a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. TNR Case On December 17, 2021, Thai Nippon Rubber Industry Public Limited Company, a manufacturer of condoms and lubricants and a publicly traded Thailand company (“TNR”), filed a complaint in the U.S. District Court for the Central District of California against Playboy and its subsidiary Products Licensing, LLC. TNR alleges a variety of claims relating to Playboy’s termination of a license agreement with TNR and the business relationship between Playboy and TNR prior to such termination. TNR alleges, among other things, breach of contract, unfair competition, breach of the implied covenant of good faith and fair dealing, and interference with contractual and business relations due to Playboy’s conduct. TNR is seeking over $100 million in damages arising from the loss of expected profits, declines in the value of TNR’s business, unsalable inventory and investment losses. Playboy believes TNR’s claims and allegations are without merit, and Playboy will defend itself vigorously in this matter. Accordingly, during the quarter ended March 31, 2022, this case did not have a contingent liability that was probable and and able to be reasonably estimated. Dream Case On December 7, 2021, Steve Shaw, a former consultant to GlowUp Digital, Inc. (a/k/a “Dream” and subsequently renamed Centerfold Digital Inc.), the company acquired by a wholly-owned subsidiary of the Company, brought suit in the Superior Court of the State of California, County of Los Angeles, against Michael Dow and Michael Berman (the principals of Dream), Centerfold Digital Inc. and Playboy. Mr. Shaw alleges a variety of claims, based upon an alleged (unsigned) agreement with Dream that Mr. Shaw was to be granted up to 20% of the equity of Dream (valued at $6 million based on the $30 million purchase price in the agreement for the Company’s acquisition of Dream). Subsequent to such alleged agreement and prior to the Company’s acquisition of Dream, Dream and Mr. Shaw entered into a standard mutual release agreement pursuant to which Mr. Shaw released any claims against Dream, including any rights to equity in Dream, in exchange for a monetary payment. Mr. Shaw is alleging, among other things, breach of contract, misrepresentation and fraud in connection with his alleged agreement with Dream and the circumstances under which he entered into the release. Mr. Shaw is seeking damages, costs and attorneys’ fees. Playboy believes Mr. Shaw’s claims and allegations are without merit, and Playboy will defend itself vigorously in this matter, including the assertion of its own counterclaims. Accordingly, during the quarter ended March 31, 2022, this case did not have a contingent liability that was probable and and able to be reasonably estimated. 2020 Former Employee Case On May 18, 2020, a former employee filed a complaint against us in Los Angeles County Superior Court related to the individual’s former employment with us. A settlement was reached in April 2021 for dismissal of the case upon payment to the complainant of $0.2 million, which is anticipated to be primarily covered by our employment practices liability insurance. AVS Case In March 2020, our subsidiary Playboy Enterprises International, Inc. (together with its subsidiaries, “PEII”) terminated its license agreement with a licensee, AVS Products, LLC (“AVS”), for AVS’s failure to make required payments to PEII under the agreement, following notice of breach and an opportunity to cure. On February 6, 2021, PEII received a letter from counsel to AVS alleging that the termination of the contract was improper, and that PEII failed to meet its contractual obligations, preventing AVS from fulfilling its obligations under the license agreement. On February 25, 2021, PEII brought suit against AVS in Los Angeles Superior Court to prevent further unauthorized sales of PLAYBOY branded products and for disgorgement of unlawfully obtained funds. On March 1, 2021, PEII also brought a claim in arbitration against AVS for outstanding and unpaid license fees. PEII and AVS subsequently agreed that the claims PEII brought in arbitration would be alleged in the Los Angeles Superior Court case instead, and on April 23, 2021, the parties entered into and filed a stipulation to that effect with the court. On May 18, 2021, AVS filed a demurrer, asking for the court to remove an individual defendant and dismiss PEII’s request for a permanent injunction. On June 10, 2021, the court denied AVS’s demurrer. AVS filed an opposition to PEII’s motion for a preliminary injunction to enjoin AVS from continuing to sell or market PLAYBOY branded products on July 2, 2021, which the court denied on July 28, 2021. On August 10, 2021, AVS filed a cross-complaint for breach of contract, breach of the implied covenant of good faith and fair dealing, quantum meruit and declaratory relief. As in its February 2021 letter, AVS alleges its license was wrongfully terminated and that PEII failed to approve AVS’ marketing efforts in a manner that was either timely or that was commensurate with industry practice. AVS is seeking to be excused from having to perform its obligations as a licensee, payment of the value for services rendered by AVS to PEII outside of the license, and damages to be proven at trial. We believe AVS’ claims and allegations are without merit, and we will defend this matter vigorously. The parties are currently engaged in discovery. The court has set a preliminary trial date of September 13, 2022. Indian Harbor Case On October 15, 2018, Playboy filed a lawsuit in Los Angeles Superior Court (the “Court”) against its insurer, Indian Harbor Insurance Company (“Indian Harbor”), captioned Playboy Enterprises, Inc. v. Indian Harbor Insurance Company, for breach of contract and breach of the covenant of good faith and fair dealing, and seeking declaratory relief, after Indian Harbor threatened to sue Playboy on an alleged theory of lack of coverage after Indian Harbor paid approximately $4.8 million towards the settlement of claims against Playboy made by Elliot Friedman. Among other things, we are seeking declaratory relief that the underlying claims asserted against Playboy are covered claims under Playboy’s insurance policies with Indian Harbor. On December 14, 2018, Indian Harbor filed its answer to the complaint and filed counterclaims against Playboy for declaratory relief that it has no obligation to provide coverage for the underlying claims and that it is entitled to recoup the amounts it paid in the settlement, with interest. Indian Harbor filed a motion for summary judgment, seeking, among other things, summary adjudication that (1) the insurance policy does not provide coverage because the underlying claim was allegedly first made before the policy period of the policy and (2) that Indian Harbor does not have to provide coverage because Playboy allegedly failed to provide timely notice of the claim. On September 9, 2020, the Court denied Indian Harbor’s motion, in part, ruling as a matter of law that Playboy had properly reported the underlying claim under the correct policy; but granted the motion as to Playboy’s breach of contract and bad faith claims because Indian Harbor ultimately funded the settlement. Based on the summary judgment ruling, the parties agreed to enter into a stipulated judgment in Playboy’s favor to advance the issues for appeal, with Indian Harbor intending to appeal the Court’s decision as to when the underlying claim was first made. The Court entered the parties’ stipulated judgment on July 26, 2021. On October 15, 2021, Indian Harbor filed its notice of appeal. On December 13, 2021, Indian Harbor filed its opening appellate brief, and we filed our response on April 14, 2022. We intend to continue to prosecute our claims in this matter and vigorously defend ourselves against Indian Harbor’s counterclaims on appeal. We may periodically be involved in other legal proceedings arising in the ordinary course of business. These matters are not expected to have a material adverse effect on our consolidated financial statements. COVID-19 In March 2020, COVID-19 was declared a pandemic by the World Health Organization. Since that time, we have focused on protecting our employees, customers and vendors to minimize potential disruptions while managing through this pandemic. Nonetheless, the COVID-19 pandemic continues to disrupt and delay global supply chains, affect production and sales across a range of industries and result in legal restrictions requiring businesses to close and consumers to stay at home for days-to-months at a time. These disruptions have impacted our business by slowing the launch of new products, causing certain products sold by Yandy to be out-of-stock, hindering new licensing and collaboration deals, temporarily closing retail stores of Honey Birdette post-acquisition and certain of our licensees, reducing retail store traffic during the Omicron variant surge and closing the London Playboy Club and certain other Playboy-branded live gaming operations. As a result, licensing revenues from certain gaming and retail licensees declined in the last three quarters of 2020, during the year of 2021 and first quarter of 2022, as compared to royalties from such sources during pre-pandemic periods. However, as of the date of these consolidated financial statements, our business as a whole has not suffered any material adverse consequences to date from the COVID-19 pandemic, as negative impacts have thus far been offset by an increase in online direct-to-consumer sales and higher royalties from licensing collaborations in the United States during the years ended December 2020 and 2021. The extent of the impact of COVID-19 on our future operational and financial performance will depend on certain developments, including the further duration of the COVID-19 pandemic and spread of its variants and its impact on employees and vendors, all of which are uncertain and cannot be predicted. As of the date of these consolidated financial statements, the full extent to which COVID-19 may impact our future financial condition or results of operations is uncertain. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2022 and 2021, our provision for income taxes was a benefit of $2.8 million and $2.1 million, respectively. The effective tax rate for the three months ended March 31, 2022 and 2021 was (100.9)% and 30.1%, respectively. The effective tax rate for the three months ended March 31, 2022 differed from the U.S. statutory federal income tax rate of 21% primarily due to foreign withholding taxes, Section 162(m) limitations, stock compensation windfall deductions, contingent consideration fair market value adjustment related to prior acquisitions, foreign income taxes and the release of valuation allowance due to a reduction in net deferred tax liabilities of indefinite lived intangibles. The effective tax rate for the three months ended March 31, 2021 differed from the U.S. statutory federal income tax rate of 21% primarily due to foreign withholding taxes, state taxes, permanent tax adjustments, and movements of the valuation allowance recorded against deferred tax assets that are more likely than not to be realized. In response to the COVID-19 pandemic, on March 18, 2020, the Families First Coronavirus Response Act (“FFCR Act”) was enacted, on March 27, 2020, the Coronavirus Aid, Relief, Economic Security Act (“CARES Act”) was enacted and, on March 11, 2021, the American Rescue Plan Act of 2021 (with the FFCR Act and the CARES Act, the “Acts”) was enacted. The Acts contain numerous income tax provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Acts did not have a material impact on our condensed consolidated financial statements for the three months ended March 31, 2022 and 2021. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table sets forth basic and diluted net income (loss) per share attributable to common stockholders for the periods presented (in thousands, except share and per share data): Three Months Ended 2022 2021 Numerator: Net income (loss) $ 5,543 $ (4,997) Denominator for basic and diluted net income (loss) per share: Weighted average common shares outstanding for basic 45,913,694 29,823,273 Dilutive potential common stock outstanding: Stock options and RSUs 1,671,950 — Weighted average common shares outstanding for diluted 47,585,644 29,823,273 Basic net income (loss) per share $ 0.12 $ (0.17) Diluted net income (loss) per share $ 0.12 $ (0.17) The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net income (loss) per share due to their anti-dilutive effect: Three Months Ended 2022 2021 Stock options to purchase common stock 246,842 3,560,541 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Acquisition of TLA On March 1, 2021, we acquired 100% of the equity of TLA for cash consideration of $24.9 million. TLA is a leading omnichannel online and brick-and-mortar sexual wellness chain, with 40 stores in five states. The primary drivers for the acquisition were to leverage TLA’s brick-and-mortar presence, e-commerce capabilities, attractive brand positioning and customer database. The following table sets forth the final allocation of the purchase price for TLA to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from TLA (in thousands): Tangible net assets and liabilities: Inventory $ 7,614 Property and equipment 1,665 Accounts payable (1,319) Other net assets (3,518) Total net assets 4,442 Intangible assets: Trade name 4,100 Total intangible assets 4,100 Net assets acquired 8,542 Purchase consideration 24,916 Goodwill $ 16,374 The estimated fair value of the assets and liabilities acquired was determined by our management. TLA’s inventory consists of merchandise finished goods and its fair value was measured as net realizable value, or the selling price of the inventory less costs of disposal and a reasonable profit allowance for the selling effort. Trade name consists of the TLA trade name/domain and its fair value was estimated using a relief-from-royalty method. The useful life of the TLA trade name was estimated to be ten years. Unfavorable leasehold interest is due to the fair values of acquired lease contracts having contractual rents higher than fair market rents. This liability will be wound down as an offset to rent expense over a four-year period, which is the average remaining contractual life of the acquired leases. The unfavorable leasehold interest liability is included in the other net assets amount in the table above. The total acquisition consideration was greater than the fair value of the net assets acquired resulting in the recognition of goodwill of $16.4 million. The factors that make up the goodwill amount primarily pertain to the value of the expected synergies resulting in strengthening and expansion of our e-commerce and brick-and-mortar market positions. Although this TLA acquisition does not give rise to any new tax deductible goodwill, TLA has tax deductible goodwill of $19.0 million from a previous acquisition. Pro Forma Financial Information (Unaudited) The following table summarizes certain of our supplemental pro forma financial information for the three months ended March 31, 2021, as if the acquisition of TLA had occurred as of January 1, 2020. The unaudited pro forma financial information for the three months ended March 31, 2021 reflects (i) the reduction in amortization expense based on fair value adjustments to the intangible assets acquired from TLA; (ii) the reduction in rent expense due to the amortization of unfavorable leasehold interest acquired from TLA; and (iii) the reversal of interest expense on TLA’s debt that was settled on the acquisition date. Transaction costs incurred by us and TLA were $0.9 million and $0.7 million, respectively, for the three months ended March 31, 2021, and none has been incurred by us and TLA for the three months ended March 31, 2022. The unaudited pro forma financial information is for comparative purposes only and is not necessarily indicative of what would have occurred had the acquisition been made at that date or of results which may occur in the future (in thousands). Three Months Ended As Reported Pro Forma Net revenues $ 42,680 $ 51,529 Net loss $ (4,997) $ (3,660) Acquisition of Honey Birdette On June 28, 2021, we entered into a Share Purchase Agreement (the “SPA”) to acquire Honey Birdette, a company organized under the laws of Australia. Pursuant to the SPA, on August 9, 2021 (the “Closing Date”), we acquired all of the capital stock of Honey Birdette. Aggregate consideration for the acquisition consisted of approximately $233.4 million in cash and 2,155,849 shares of our common stock. The Closing Date per share price of our common stock of $26.57 resulted in total consideration transferred of $288.8 million. As a result of the transaction, Honey Birdette became our indirect, wholly-owned subsidiary. On August 19, 2021, an additional 4,412 shares of Company common stock were issued to the Honey Birdette sellers pursuant to the terms of the FY21 true-up under the SPA. The acquisition of the luxury lingerie brand Honey Birdette, with 58 stores as of March 31, 2022 across three continents, expands our brand portfolio with a new high-end franchise, and provides us with product design, sourcing and direct-to-consumer capabilities that we believe can be leveraged to accelerate the growth of our core apparel and sexual wellness businesses. The following table presents the fair value of the consideration transferred in the acquisition of Honey Birdette (in thousands) at the closing of the acquisition. The amounts initially reported in Australian dollars, were translated into U.S. dollars using an exchange rate of $0.7356 as of the Closing Date. Cash consideration $ 233,441 Stock consideration: Transferred shares (1) 29,889 Lock-up shares (2) 25,460 Total consideration transferred $ 288,790 (1) The fair value of approximately 1,124,919 shares of common stock of the Company transferred to the sellers based on a price of $26.57 per share on the Closing Date. (2 ) The fair value of approximately 1,030,930 shares of common stock of the Company issued and held at the Company’s transfer agent account based on a price of $26.57 per share on the Closing Date, and true-up adjustments representing a fair value of the settlement at closing based on Honey Birdette’s fiscal year 2021 EBITDA results and price per share of $26.57 on the Closing Date, as well as fiscal year 2022 forecasted revenue. The fiscal year 2021 EBITDA and true-up in connection with the closing of the acquisition resulted in 4,412 shares of our common stock being issued to the Honey Birdette sellers on August 19, 2021. The lock-up shares are subject to post-closing true-up adjustments, where, following the closing of the acquisition, the Honey Birdette sellers are entitled to the issuance of additional shares of Company common stock in the event that Honey Birdette’s financial results for each of its 2021 and 2022 fiscal years exceed certain financial targets set forth in the SPA (each a “true-up”). In the event that Honey Birdette fails to achieve certain financial results for its 2021 and 2022 fiscal years as set forth in the SPA, a portion of the stock consideration may be canceled in accordance with the terms of the SPA. The fair value of the lock-up shares and FY22 true-up adjustment was recorded as a contingent liability in current liabilities. The acquisition-date fair value of the contingent consideration liability to be settled in a variable number of shares was determined based on the likelihood of issuing stock related to the contingent earn-out clauses, as part of the consideration transferred. For contingent consideration to be settled in common stock, we use public market data to determine the fair value of the shares as of the acquisition date and on an ongoing basis. See Note 2, Fair Value Measurements, for subsequent measurements of these contingent liabilities. The following table sets forth the final allocation of the purchase price for Honey Birdette to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from Honey Birdette (in thousands): Net assets and liabilities: Cash $ 3,950 Inventory 16,015 Property and equipment 5,185 Other tangible net assets (liabilities) (12,243) Unfavorable leasehold interest, net (1,690) Trade name 77,238 Deferred tax liability (23,046) Total net assets acquired 65,409 Purchase consideration 288,790 Goodwill $ 223,381 The estimated fair value of the assets and liabilities acquired was determined by our management. Honey Birdette’s inventory consists of merchandise finished goods, and its fair value was measured as net realizable value, or the selling price of the inventory less costs of disposal and a reasonable profit allowance for the selling effort. Trade name consists of the Honey Birdette trade name/domain, and its fair value was estimated using a relief-from-royalty method. The useful life of the Honey Birdette trade name was estimated to be 12 years. Unfavorable leasehold interest, net is due to the fair values of acquired lease contracts having contractual rents higher than fair market rents. This liability will be wound down as an offset to rent expense over the remaining contractual life of the acquired leases. The total acquisition consideration was greater than the fair value of the net assets acquired resulting in the recognition of goodwill of $223.4 million. The factors that make up the goodwill amount primarily pertain to the value of the expected synergies resulting in strengthening and expansion of our e-commerce and brick-and-mortar market positions. The acquisition was a tax-free acquisition as we acquired the carryover tax basis of Honey Birdette’s assets and liabilities. As a result of the acquisition, we acquired estimated deferred tax liabilitie s of $23.0 million . Pro Forma Financial Information (Unaudited) The following table summarizes certain of our supplemental pro forma financial information for the three months ended March 31, 2021 , as if the acquisition of Honey Birdette had occurred as of January 1, 2020. The unaudited pro forma financial information for the three months ended March 31, 2021 reflects (i) the increase in amortization expense based on fair value adjustments to the intangible assets acquired from Honey Birdette; (ii) the reduction in rent expense due to the amortization of unfavorable leasehold interest, net acquired from Honey Birdette; (iii) intere st expense associated with the borrowing of an additional $70.0 million under our New Credit Agreement used to partially finance the acquisition; (iv) tax adjustments calculated using an estimated blended statutory rate of 27.55% based on the predominant taxable jurisdictions of Honey Birdette; and (v) certain adjustments to convert Honey Birdette’s consolidated income statements from IFRS to U.S. GAAP. The unaudited pro forma financial information is for comparative purposes only and is not necessarily indicative of what would have occurred had the acquisition been made at that date or of results which may occur in the future (in thousands). Three Months Ended As Reported Pro Forma Net revenues $ 42,680 $ 61,693 Net loss $ (4,997) $ 464 Acquisition of GlowUp On October 22, 2021, we completed the acquisition (the “GlowUp Merger”) of GlowUp Digital Inc., a Delaware corporation (“GlowUp”), pursuant to that certain Agreement and Plan of Merger, dated as of October 15, 2021 (the “GlowUp Agreement”), by and among the Company, PB Global Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Dream Merger Sub”), GlowUp and Michael Dow, solely in his capacity as representative of the holders of the outstanding shares of GlowUp’s common stock and of the holders of the outstanding SAFEs (Simple Agreements for Future Equity) issued by GlowUp. At the effective time of the GlowUp Merger, the separate corporate existence of Dream Merger Sub ceased, and GlowUp survived the GlowUp Merger as a wholly-owned subsidiary of the Company under the name “Centerfold Digital Inc” ("Centerfold"). At the closing of the GlowUp Merger, in accordance with the terms of the GlowUp Agreement, including certain adjustments to the GlowUp Merger consideration determined as of the closing, (i) holders of GlowUp’s equity securities that are accredited investors became entitled to receive, in the aggregate, 548,034 shares of the Company’s common stock and (ii) holders of GlowUp equity securities that are non-accredited investors became entitled to receive, in the aggregate, $342,308 in cash. Pursuant to the GlowUp Agreement, the number of GlowUp Merger consideration shares was determined based on a price per share of $23.4624, which was the volume weighted average closing price per share of the Company’s common stock on the Nasdaq Global Market over the 10 consecutive trading day period ending on (and including) the trading day immediately preceding the execution of the GlowUp Agreement (i.e., October 14, 2021), representing aggregate closing consideration of approximately $13.2 million. In addition, $0.8 million in transaction expenses were paid by the Company on behalf of the sellers as of closing. Contingent consideration of up to an additional 664,311 shares of our stock and $0.4 million in cash in the aggregate may be issued or paid (as applicable) to GlowUp’s equity holders upon the release of the portion thereof held back in respect of indemnification obligations or the satisfaction of performance criteria, as applicable, pursuant to the terms of the GlowUp Agreement. The fair value of contingent consideration at closing was valued at $18.1 million, $9.2 million of which was classified as equity and $8.9 million was recorded in current liabilities. The closing date per share price of the Company’s common stock of $27.60 resulted in total consideration transferred valued at $34.4 million at closing. The following table summarizes the fair value of the total consideration transferred in the acquisition of GlowUp at the closing of the acquisition (in thousands). Cash consideration (including transaction expenses paid for sellers) $ 1,142 Stock consideration 15,126 Contingent consideration 18,097 Total consideration transferred $ 34,365 The acquisition-date fair value of the contingent consideration to be settled in shares or paid in cash (as applicable) to GlowUp’s equity holders upon the release of the portion thereof held back in respect of indemnification obligations or the satisfaction of performance criteria was determined based on the likelihood of issuing stock or paying cash related to the contingent clauses, as part of the consideration transferred. For contingent consideration to be settled in common stock, we use public market data to determine the fair value of the shares as of the acquisition date and on an ongoing basis. See Note 2, Fair Value Measurements, for subsequent measurements of these contingent liabilities. The following table sets forth the preliminary allocation of the purchase price for GlowUp to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from GlowUp (in thousands): Net assets and liabilities: Developed technology $ 2,300 Deferred tax liability (538) Total net assets acquired 1,762 Purchase consideration 34,365 Goodwill $ 32,603 The estimated fair value of the assets and liabilities acquired was determined by our management. Developed technology has a useful life of three years. The total acquisition consideration was greater than the fair value of the net assets acquired resulting in the recognition of goodwill of $32.6 million. The factors that make up the goodwill amount primarily pertain to the value of the expected synergies resulting in strengthening and expansion of our digital subscription positions. The acquisition was a tax-free acquisition as we acquired the carryover tax basis of GlowUp’s assets and liabilities. As a result of the acquisition, we recorded estimated deferred tax liabilitie s of $0.5 million . Our estimate is preliminary and is subject to finalization and adjustment, which could be material, during the measurement period of up to one year from the acquisition date. During the measurement period, we will adjust the estimate if new information is obtained about facts or circumstances that existed as of the acquisition date that, if known, would have changed the estimate. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsDuring 2011, we entered into a management agreement with an affiliate of one of our stockholders for management and consulting services. Based on the terms of this agreement, management fees were $1.0 million per calendar year. We terminated this agreement in the first quarter of 2021 upon consummation of the Business Combination. We recorded management fees of $0 and $0.3 million for the three months ended March 31, 2022 and 2021. There were no amounts due to or due from this affiliate as of March 31, 2022 and December 31, 2021. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments | Segments We have three reportable segments: Licensing, Direct-to-Consumer, and Digital Subscriptions and Content. The Licensing segment derives revenue from trademark licenses for third-party consumer products and location-based entertainment businesses. The Direct-to-Consumer segment derives revenue from sales of consumer products sold through third-party retailers, online direct-to-customer or brick-and-mortar through our recently acquired sexual wellness chain, Lovers, with 41 stores in five states (40 stores as of March 31, 2022), and lingerie company, Honey Birdette, with 58 stores in three countries as of March 31, 2022, as disclosed in Note 16, Business Combinations. The Digital Subscriptions and Content segment derives revenue from the subscription of Playboy programming that is distributed through various channels, including websites and domestic and international television, from trademark licenses for online gaming and from sales of tokenized digital art and collectibles. Our Chief Executive Officer is our Chief Operating Decision Maker (“CODM”). Segment information is presented in the same manner that our CODM reviews the operating results in assessing performance and allocating resources. Total asset information is not included in the tables below as it is not provided to and reviewed by our CODM. The “All Other” line items in the tables below are primarily attributable to Playboy magazine and brand marketing and these segments do not meet the quantitative threshold for determining reportable segments. We discontinued publishing Playboy magazine in the first quarter of 2020. The “Corporate” line item in the tables below includes certain operating expenses that are not allocated to the reporting segments presented to our CODM. These expenses include legal, human resources, accounting/finance, information technology and facilities. The accounting policies of the reportable segments are the same as those described in Note 1, Basis of Presentation and Summary of Significant Accounting Policies. The following table sets forth financial information by reportable segment (in thousands): Three Months Ended 2022 2021 Net revenues: Licensing $ 14,561 $ 15,704 Direct-to-Consumer 49,642 22,047 Digital Subscriptions and Content 4,740 4,915 All Other 435 14 Total $ 69,378 $ 42,680 Operating income (loss): Licensing $ 11,469 $ 11,308 Direct-to-Consumer 2,261 1,675 Digital Subscriptions and Content (2,360) 2,318 Corporate (4,874) (19,809) All Other 393 (31) Total $ 6,889 $ (4,539) |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Unaudited Interim Condensed Consolidated Financial Statements | Basis of Presentation The interim condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated balance sheet as of March 31, 2022, and the interim condensed consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders’ equity for the three months ended March 31, 2022 and 2021 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of our financial position as of March 31, 2022 and our results of operations and cash flows for the three months ended March 31, 2022 and 2021. The financial data and other financial information disclosed in these notes to the interim condensed consolidated financial statements related to the three-month periods are also unaudited. The interim condensed consolidated results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future annual or interim period. The interim condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. These interim condensed consolidated financial statements should be read in conjunction with our audited financial statements included in the Annual Report on Form 10-K as filed by us with the Securities and Exchange Commission on March 16, 2022. |
Reclassifications | ReclassificationsCertain prior period amounts on the condensed consolidated statement of operations have been reclassified for consistency with the current period presentation. Such reclassifications were immaterial. |
Principles of Consolidation | Principles of Consolidation The interim condensed consolidated financial statements include our accounts and all majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company and Honey Birdette (Aust) Pty Limited ("Honey Birdette"), which the Company acquired in August 2021 (see Note 16, Business Combinations) have different fiscal quarter and year ends. Honey Birdette follows a fiscal calendar widely used by the retail industry that results in a fiscal year consisting of a 52- or 53-week period ending on the Sunday closest to December 31. Each fiscal year of Honey Birdette consists of four 13-week quarters, with an extra week added to each fiscal year every five or six years. The Company follows a monthly reporting calendar, with its fiscal year ending on December 31. The difference in fiscal periods for Honey Birdette and the Company is considered to be insignificant and no related adjustments have been made in the preparation of these unaudited condensed consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly assess these estimates, including but not limited to, valuation of our trademarks and trade name; valuation of our contingent consideration liabilities; pay-per-view and video-on-demand buys, and monthly subscriptions to our television and digital content; the adequacy of reserves associated with accounts receivable and inventory; unredeemed gift cards and store credits; and stock-based compensation expense. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to the financial position and results of operations. |
Concentration of Business and Credit Risk | Concentrations of Business and Credit RiskAt various times throughout the period, we maintained cash balances in excess of Federal Deposit Insurance Corporation insured limits. We have not experienced any losses in such accounts and do not believe that there is any credit risk to our cash. Concentration of credit risk with respect to accounts receivable is limited due to the wide variety of customers to whom our products are sold and/or licensed. |
Cash Equivalents | Cash Equivalents Cash equivalents are temporary cash investments with an original maturity of three months or less at the date of purchase and are stated at cost, which approximates fair value. |
Restricted Cash | Restricted Cash At March 31, 2022 and December 31, 2021, restricted cash was primarily related to a cash collateralized letter of credit we maintained in connection with the lease of our Los Angeles headquarters and the purchase of an aircraft, as well as Honey Birdette’s term deposit in relation to our Sydney office lease. |
Accounts Receivable, Net | Accounts Receivable, Net Trade receivables are reported at their outstanding unpaid balances, less allowances for credit losses. The allowances for credit losses are increased by the recognition of bad debt expense and decreased by charge-offs (net of recoveries) or by reversals to income. In determining expected credit losses, we consider our historical level of credit losses, current economic trends, and reasonable and supportable forecasts that affect the collectability of the future cash flows. A receivable balance is written off when we deem the balance to be uncollectible. The allowance for credit losses was $0.2 million at March 31, 2022 and December 31, 2021. |
Income Taxes | Income Taxes For interim reporting periods, our provision for income taxes is calculated using our annualized estimated effective tax rate for the year. This rate is based on our estimated full-year income and the related income tax expense for each jurisdiction in which we operate. Changes in the geographical mix, permanent differences or the estimated level of annual pre-tax income can affect the effective tax rate. This rate is adjusted for the effects of discrete items occurring in the period. We are subject to federal and state income taxes in the United States and foreign income and withholding taxes. We record deferred tax assets related to net operating loss carryforwards and certain temporary differences, net of applicable reserves in these jurisdictions. We evaluate our deferred tax assets quarterly to determine if adjustments to our valuation allowance are required based on the consideration of all available positive and negative evidence using a “more likely than not” standard with respect to whether deferred tax assets will be realized. Our evaluation considers, among other factors, our historical operating results, our expectation of future profitability, the duration of the applicable statutory carryforward periods, and tax planning alternatives. The ultimate realization of our deferred tax assets depends primarily on our ability to generate future taxable income during the periods in which the related deferred tax assets become deductible. The value of our deferred tax assets depends on applicable income tax rates. We will continue to evaluate both the positive and negative evidence on a quarterly basis in determining the need for a valuation allowance with respect to our deferred tax assets. The accounting for deferred tax assets is based upon estimates of future results. Changes in positive and negative evidence, including differences between estimated and actual results, could result in changes in the valuation of our deferred tax assets that could have a material impact on our consolidated financial statements. Changes in existing federal and state tax laws and corporate income tax rates could also affect actual tax results and the realization of deferred tax assets over time. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting stockholders’ deficit that, under GAAP, are excluded from net income (loss). Our other comprehensive income (loss) represents foreign currency translation adjustment attributable to Honey Birdette operations. Refer to Condensed Consolidated Statements of Comprehensive Income (Loss). |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to PLBY Group, Inc. stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net income (loss) per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which we report net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Issued but Not Yet Adopted | Recently Adopted Accounting Pronouncements There were no recently adopted accounting pronouncements applicable to the Company for the quarter ended March 31, 2022. Accounting Pronouncements Issued but Not Yet Adopted We do not believe that there were any recently issued, but not yet effective, accounting pronouncements that would have a material effect on our financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Merger to Cash Flows and Stockholders' Equity | The following table reconciles the elements of the Merger to the condensed consolidated statement of stockholders’ equity for the three months ended March 31, 2021 (in thousands): Cash - trust account and cash $ 54,044 Cash - PIPE Investment 46,844 Less: transaction costs paid in 2021 (190) Net contributions from Merger and PIPE Investment 100,698 Less: transaction costs paid in 2020 (292) Less: accrued transaction costs and other liabilities (1,106) Merger and PIPE Investment $ 99,300 |
Schedules of Concentration of Risk | The following represents revenue and receivables from the Company's customers exceeding 10% of the total in each category as of, and for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Customer Receivables Revenue Receivables Revenue Customer A 21 % * * 10 % Customer B * * 22 % * Customer C * * * 13 % *Indicates the revenues or receivables for the customer did not exceed 10% of the Company’s total in each category as of or for the three months ended March 31, 2022 and 2021. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the fair value of our financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration liability $ — $ — $ (17,937) $ (17,937) December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration liability $ — $ — $ (36,630) $ (36,630) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a roll-forward of the fair value of the liabilities categorized as Level 3 for the three months ended March 31, 2022 (in thousands): March 31, Beginning balance $ 36,630 Change in fair value and other (18,693) Ending balance $ 17,937 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from External Customers by Products and Services | The following table disaggregates revenue by type (in thousands): Three Months Ended March 31, 2022 Licensing Direct-to-consumer Digital Other Total Trademark licensing $ 14,561 $ — $ — $ — $ 14,561 Magazine, digital subscriptions and product — — 2,300 435 2,735 TV and cable programming — — 2,440 — 2,440 Consumer products — 49,642 — — 49,642 Total revenues $ 14,561 $ 49,642 $ 4,740 $ 435 $ 69,378 Three Months Ended March 31, 2021 Licensing Direct-to- Consumer Digital Subscription and Content Other Total Trademark licensing $ 15,704 $ — $ — $ — $ 15,704 Magazine, digital subscriptions and product — — 2,323 14 2,337 TV and cable programming — — 2,592 — 2,592 Consumer products — 22,047 — — 22,047 Total revenues $ 15,704 $ 22,047 $ 4,915 $ 14 $ 42,680 The following table disaggregates revenue by point-in-time versus over time (in thousands): Three Months Ended 2022 2021 Point in time $ 49,733 $ 22,047 Over time 19,645 20,633 Total revenues $ 69,378 $ 42,680 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The following table sets forth inventories, net, which are stated at the lower of cost (specific cost and first-in, first-out) and net realizable value (in thousands): March 31, December 31, Editorial and other pre-publication costs $ 352 $ 263 Merchandise finished goods 38,427 39,618 Total $ 38,779 $ 39,881 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid agency fees and commissions $ 21 $ 24 Prepaid foreign withholding taxes 1,801 2,431 Deposits 782 1,302 Prepaid insurance 1,783 1,209 Contract assets, current portion 1,094 77 Software implementation and subscription costs 3,578 1,910 Prepaid inventory not yet received 2,597 2,749 Licensed programming costs 437 447 Prepaid creator fees 1,823 130 Other 5,390 3,137 Total $ 19,306 $ 13,416 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consists of the following (in thousands): March 31, December 31, Furniture and fixtures $ 12,362 $ 11,908 Aircraft 13,298 13,298 Leasehold improvements 11,304 9,619 Total property and equipment, gross 36,964 34,825 Less: accumulated depreciation (10,153) (8,380) Total $ 26,811 $ 26,445 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The table below summarizes our intangible assets, net (in thousands): March 31, 2022 December 31, 2021 Digital assets, net $ 4,320 $ 6,836 Total amortizable intangible assets, net 86,640 86,519 Total indefinite-lived intangible assets 332,056 331,925 Total $ 423,016 $ 425,280 Weighted-Average Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount March 31, 2022 Trade names 11.8 $ 88,090 $ (5,295) $ 82,795 Distribution agreements 15 3,720 (2,749) 971 Photo and magazine archives 10 2,000 (2,000) — Customer list 10 1,180 (265) 915 Developed technology 3 2,300 (341) 1,959 Total $ 97,290 $ (10,650) $ 86,640 Weighted-Average Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2021 Trade names 11.8 $ 85,684 $ (3,293) $ 82,391 Distribution agreements 15 3,720 (2,687) 1,033 Photo and magazine archives 10 2,000 (2,000) — Customer list 10 1,180 (236) 944 Developed technology 3 2,300 (149) 2,151 Total $ 94,884 $ (8,365) $ 86,519 |
Schedule of Indefinite-Lived Intangible Assets | The table below summarizes our intangible assets, net (in thousands): March 31, 2022 December 31, 2021 Digital assets, net $ 4,320 $ 6,836 Total amortizable intangible assets, net 86,640 86,519 Total indefinite-lived intangible assets 332,056 331,925 Total $ 423,016 $ 425,280 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of March 31, 2022, expected amortization expense relating to definite-lived intangible assets for each of the next five years and thereafter is as follows (in thousands): Remainder of 2022 $ 6,474 2023 8,631 2024 8,481 2025 7,864 2026 7,657 Thereafter 47,533 Total $ 86,640 |
Schedule of Goodwill | Changes in the carrying value of goodwill for the three months ended March 31, 2022 were as follows (in thousands): Balance at December 31, 2021 $ 270,577 Foreign currency translation adjustment in relation to Honey Birdette and other, net 6,469 Balance at March 31, 2022 $ 277,046 |
Other Current Liabilities and_2
Other Current Liabilities and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Liabilities and Accrued Expenses | Other current liabilities and accrued expenses consist of the following (in thousands): March 31, December 31, Accrued interest $ 1,313 $ 1,476 Accrued agency fees and commissions 4,955 3,456 Outstanding gift cards and store credits 4,000 4,960 Inventory in transit 4,209 8,323 Taxes 4,173 5,654 Other 7,415 8,548 Total $ 26,065 $ 32,417 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | The following table sets forth our debt (in thousands): March 31, December 31, Term loan, due 2027 (as refinanced and amended) $ 228,275 $ 228,850 Airplane term loan, due 2026 8,346 8,569 Total debt 236,621 237,419 Less: unamortized debt issuance costs (2,293) (2,389) Less: unamortized debt discount (5,932) (6,180) Total debt, net of unamortized debt issuance costs and debt discount 228,396 228,850 Less: current portion of long-term debt (3,220) (2,808) Total debt, net of current portion $ 225,176 $ 226,042 |
Schedule of Maturities of the Principal Amount of Debt | The following table sets forth maturities of the principal amount of our term loan as of March 31, 2022 (in thousands): Remainder of 2022 $ 2,408 2023 3,265 2024 3,327 2025 3,396 2026 6,875 Thereafter 217,350 Total $ 236,621 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following: March 31, December 31, Shares available for grant under equity incentive plans 2,500,880 4,003,059 Options issued and outstanding under equity incentive plans 2,855,947 3,211,071 Unvested restricted stock units 740,422 585,075 Vested restricted stock units not yet settled 1,191,088 2,133,179 Unvested performance-based restricted stock units 544,036 544,036 Vested performance-based restricted stock units not yet settled — 1,331,031 Shares to be issued pursuant to a license, services and collaboration agreement 76,173 79,485 Total common stock reserved for future issuance 7,908,546 11,886,936 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | A summary of the stock option activity under our Plans is as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Balance – December 31, 2021 3,211,071 $ 7.77 7.9 $ 60,978 Granted — — Exercised (342,661) 4.00 Forfeited and cancelled (12,463) 28.08 Balance – March 31, 2022 2,855,947 $ 8.13 7.7 $ 17,865 Exercisable – March 31, 2022 2,068,306 $ 5.80 7.2 $ 16,271 |
Schedule of restricted stock unit activity | A summary of restricted stock unit activity under our Plans is as follows: Number of Awards Weighted- Average Grant Date Fair Value per Share Unvested and outstanding balance at December 31, 2021 585,075 $ 28.15 Granted 378,108 15.00 Vested (198,918) 22.53 Forfeited (23,843) 28.08 Unvested and outstanding balance at March 31, 2022 740,422 $ 22.95 Number of Weighted- Unvested and outstanding balance at December 31, 2021 544,036 $ 20.49 Granted — — Vested — — Forfeited — — Unvested and outstanding balance at March 31, 2022 544,036 $ 20.49 |
Schedule of assumptions used to determine fair value of options granted | For options granted during the period, we estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the weighted-average assumptions in the following table. There were no options granted during the three months ended March 31, 2022. Three Months Ended Fair value of common stock $10.52 Expected term, in years 5.86 Expected volatility 47% Risk-free interest rate 0.57% Expected dividend yield 0% |
Schedule of allocated share-based compensation expense | Stock-based compensation expense under our Plans was as follows for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended 2022 2021 Cost of sales (1) $ 879 $ — Selling and administrative expenses 5,660 3,498 Total $ 6,539 $ 3,498 ( 1) Cost of sales includes $0.1 million of stock-based compensation expense associated with equity awards granted to an independent contractor for services pursuant to the terms of a license, services and collaboration agreement. |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Net Lease Cost | Net lease cost recognized in our condensed consolidated statements of operations for the three months ended March 31, 2022 is summarized as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating lease cost $ 3,110 $ 1,190 Variable lease cost 580 168 Short-term lease cost 427 98 Sublease income (64) (71) Total $ 4,053 $ 1,385 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of our operating lease liabilities as of March 31, 2022 are as follows (in thousands): Years ending Amounts Remainder of 2022 $ 8,719 2023 10,462 2024 8,835 2025 7,070 2026 6,621 Thereafter 8,763 Total undiscounted lease payments 50,470 Less: imputed interest (7,190) Total operating lease liabilities $ 43,280 Operating lease liabilities, current portion 9,507 Operating lease liabilities, noncurrent portion $ 33,773 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table sets forth basic and diluted net income (loss) per share attributable to common stockholders for the periods presented (in thousands, except share and per share data): Three Months Ended 2022 2021 Numerator: Net income (loss) $ 5,543 $ (4,997) Denominator for basic and diluted net income (loss) per share: Weighted average common shares outstanding for basic 45,913,694 29,823,273 Dilutive potential common stock outstanding: Stock options and RSUs 1,671,950 — Weighted average common shares outstanding for diluted 47,585,644 29,823,273 Basic net income (loss) per share $ 0.12 $ (0.17) Diluted net income (loss) per share $ 0.12 $ (0.17) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net income (loss) per share due to their anti-dilutive effect: Three Months Ended 2022 2021 Stock options to purchase common stock 246,842 3,560,541 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table sets forth the final allocation of the purchase price for TLA to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from TLA (in thousands): Tangible net assets and liabilities: Inventory $ 7,614 Property and equipment 1,665 Accounts payable (1,319) Other net assets (3,518) Total net assets 4,442 Intangible assets: Trade name 4,100 Total intangible assets 4,100 Net assets acquired 8,542 Purchase consideration 24,916 Goodwill $ 16,374 The following table sets forth the final allocation of the purchase price for Honey Birdette to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from Honey Birdette (in thousands): Net assets and liabilities: Cash $ 3,950 Inventory 16,015 Property and equipment 5,185 Other tangible net assets (liabilities) (12,243) Unfavorable leasehold interest, net (1,690) Trade name 77,238 Deferred tax liability (23,046) Total net assets acquired 65,409 Purchase consideration 288,790 Goodwill $ 223,381 The following table sets forth the preliminary allocation of the purchase price for GlowUp to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from GlowUp (in thousands): Net assets and liabilities: Developed technology $ 2,300 Deferred tax liability (538) Total net assets acquired 1,762 Purchase consideration 34,365 Goodwill $ 32,603 |
Schedule of Pro Forma Information | The following table summarizes certain of our supplemental pro forma financial information for the three months ended March 31, 2021, as if the acquisition of TLA had occurred as of January 1, 2020. The unaudited pro forma financial information for the three months ended March 31, 2021 reflects (i) the reduction in amortization expense based on fair value adjustments to the intangible assets acquired from TLA; (ii) the reduction in rent expense due to the amortization of unfavorable leasehold interest acquired from TLA; and (iii) the reversal of interest expense on TLA’s debt that was settled on the acquisition date. Transaction costs incurred by us and TLA were $0.9 million and $0.7 million, respectively, for the three months ended March 31, 2021, and none has been incurred by us and TLA for the three months ended March 31, 2022. The unaudited pro forma financial information is for comparative purposes only and is not necessarily indicative of what would have occurred had the acquisition been made at that date or of results which may occur in the future (in thousands). Three Months Ended As Reported Pro Forma Net revenues $ 42,680 $ 51,529 Net loss $ (4,997) $ (3,660) The following table summarizes certain of our supplemental pro forma financial information for the three months ended March 31, 2021 , as if the acquisition of Honey Birdette had occurred as of January 1, 2020. The unaudited pro forma financial information for the three months ended March 31, 2021 reflects (i) the increase in amortization expense based on fair value adjustments to the intangible assets acquired from Honey Birdette; (ii) the reduction in rent expense due to the amortization of unfavorable leasehold interest, net acquired from Honey Birdette; (iii) intere st expense associated with the borrowing of an additional $70.0 million under our New Credit Agreement used to partially finance the acquisition; (iv) tax adjustments calculated using an estimated blended statutory rate of 27.55% based on the predominant taxable jurisdictions of Honey Birdette; and (v) certain adjustments to convert Honey Birdette’s consolidated income statements from IFRS to U.S. GAAP. The unaudited pro forma financial information is for comparative purposes only and is not necessarily indicative of what would have occurred had the acquisition been made at that date or of results which may occur in the future (in thousands). Three Months Ended As Reported Pro Forma Net revenues $ 42,680 $ 61,693 Net loss $ (4,997) $ 464 |
Schedule of Fair Value of Consideration Transferred | The following table presents the fair value of the consideration transferred in the acquisition of Honey Birdette (in thousands) at the closing of the acquisition. The amounts initially reported in Australian dollars, were translated into U.S. dollars using an exchange rate of $0.7356 as of the Closing Date. Cash consideration $ 233,441 Stock consideration: Transferred shares (1) 29,889 Lock-up shares (2) 25,460 Total consideration transferred $ 288,790 (1) The fair value of approximately 1,124,919 shares of common stock of the Company transferred to the sellers based on a price of $26.57 per share on the Closing Date. (2 ) The fair value of approximately 1,030,930 shares of common stock of the Company issued and held at the Company’s transfer agent account based on a price of $26.57 per share on the Closing Date, and true-up adjustments representing a fair value of the settlement at closing based on Honey Birdette’s fiscal year 2021 EBITDA results and price per share of $26.57 on the Closing Date, as well as fiscal year 2022 forecasted revenue. The fiscal year 2021 EBITDA and true-up in connection with the closing of the acquisition resulted in 4,412 shares of our common stock being issued to the Honey Birdette sellers on August 19, 2021. The following table summarizes the fair value of the total consideration transferred in the acquisition of GlowUp at the closing of the acquisition (in thousands). Cash consideration (including transaction expenses paid for sellers) $ 1,142 Stock consideration 15,126 Contingent consideration 18,097 Total consideration transferred $ 34,365 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table sets forth financial information by reportable segment (in thousands): Three Months Ended 2022 2021 Net revenues: Licensing $ 14,561 $ 15,704 Direct-to-Consumer 49,642 22,047 Digital Subscriptions and Content 4,740 4,915 All Other 435 14 Total $ 69,378 $ 42,680 Operating income (loss): Licensing $ 11,469 $ 11,308 Direct-to-Consumer 2,261 1,675 Digital Subscriptions and Content (2,360) 2,318 Corporate (4,874) (19,809) All Other 393 (31) Total $ 6,889 $ (4,539) |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Segment Information (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 3 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Acquisition of TLA (Details) - TLA $ in Thousands | Mar. 01, 2021USD ($)store | Mar. 31, 2022statestore |
Business Acquisition [Line Items] | ||
Percentage acquired | 100.00% | |
Aggregate consideration | $ | $ 24,916 | |
Number of stores | store | 41 | 40 |
Number of states | state | 5 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Business Combination (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 10, 2021 | Jan. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 |
Business Acquisition [Line Items] | |||||
Proceeds from exercise of stock options | $ 1,369 | $ 0 | |||
Restricted stock units (RSUs) | |||||
Business Acquisition [Line Items] | |||||
Number of outstanding and fully vested restricted stock units, unsettled (in shares) | 1,191,088 | ||||
Common Stock | |||||
Business Acquisition [Line Items] | |||||
Shares issued in connection with options exercise, net exercised (in shares) | 342,661 | ||||
Merger Agreement | Mountain Crest Acquisition Corp (MCAC) | Legacy Playboy | |||||
Business Acquisition [Line Items] | |||||
Debt assumed | $ 142,100 | ||||
Merger Agreement | Common Stock | Mountain Crest Acquisition Corp (MCAC) | Legacy Playboy | |||||
Business Acquisition [Line Items] | |||||
Aggregate consideration | $ 381,300 | ||||
Consideration transferred, shares (in shares) | 23,920,000 | ||||
Share price (in dollars per share) | $ 10 | ||||
Subscription Agreements and PIPE Registration Rights Agreements | Mountain Crest Acquisition Corp (MCAC) | PIPE Investors | |||||
Business Acquisition [Line Items] | |||||
Proceeds from exercise of stock options | $ 46,800 | ||||
Subscription Agreements and PIPE Registration Rights Agreements | Common Stock | Mountain Crest Acquisition Corp (MCAC) | PIPE Investors | |||||
Business Acquisition [Line Items] | |||||
Shares issued in connection with options exercise, net exercised (in shares) | 5,000,000 | ||||
Price per share (in dollars per share) | $ 10 | ||||
Aggregate gross proceeds from stock issuance | $ 50,000 | ||||
Business Combination | Mountain Crest Acquisition Corp (MCAC) | Legacy Playboy | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred, shares (in shares) | 3,560,541 | ||||
Share price (in dollars per share) | $ 5.61 | ||||
Shares issued in connection with options exercise, net exercised (in shares) | 20,916,812 | ||||
Transaction costs | $ 1,300 | ||||
Business Combination | Mountain Crest Acquisition Corp (MCAC) | Legacy Playboy | Restricted stock units (RSUs) | |||||
Business Acquisition [Line Items] | |||||
Number of outstanding and fully vested restricted stock units, unsettled (in shares) | 2,045,634 | ||||
Vested and unsettled shares, settlement period | 1 year | ||||
Business Combination | Common Stock | Mountain Crest Acquisition Corp (MCAC) | Legacy Playboy | |||||
Business Acquisition [Line Items] | |||||
Options to purchase common stock, vested (in shares) | 965,944 | ||||
Options to purchase common stock, vested, exercise price (in dollars per share) | $ 10.52 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Merger Elements (Details) - Merger Agreement - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Cash - trust account and cash | $ 54,044 | |
Cash - PIPE Investment | 46,844 | |
Net contributions from Merger and PIPE Investment | 100,698 | |
Less: accrued transaction costs and other liabilities | (1,106) | |
Merger and PIPE Investment | 99,300 | |
Transaction Costs Paid In 2021 | ||
Business Acquisition [Line Items] | ||
Less: transaction costs paid | $ (190) | |
Transaction Costs Paid In 2020 | ||
Business Acquisition [Line Items] | ||
Less: transaction costs paid | $ (292) |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Concentration Risk (Details) - Customer Concentration Risk | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue Benchmark | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Revenue Benchmark | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13.00% | |
Accounts Receivable | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 21.00% | |
Accounts Receivable | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 22.00% |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0.2 | $ 0.2 |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability | $ (17,937) | $ (36,630) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability | $ (17,937) | $ (36,630) |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Digital asset impairments | $ 2,400 | |
Digital assets, net | 4,320 | $ 6,836 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value remeasurement of contingent consideration | $ 19,300 |
Fair Value Measurement - Change
Fair Value Measurement - Change in Fair Value Of Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 36,630 |
Change in fair value and other | (18,693) |
Ending balance | $ 17,937 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | ||||
Contract assets | $ 17.5 | $ 8.5 | $ 17.4 | $ 8.3 |
Contract liabilities | 41.5 | 54.4 | $ 53.6 | $ 55 |
Revenue recognized | 15.7 | |||
Contract liabilities increase due to cash received | 1.3 | 3.5 | ||
Contract assets reclassified into accounts receivable | $ 2.2 | |||
Revenues recognized previously included in gross contract liabilities | 14.6 | |||
Contract modifications adjustment | 10.1 | |||
TLA | ||||
Revenue from External Customer [Line Items] | ||||
Contract liabilities | $ 1.3 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligation (Details) $ in Millions | Mar. 31, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 356.6 |
Trademark licensing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 351.2 |
Magazine, digital subscriptions and product | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 5.2 |
Other Obligations | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 0.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Trademark licensing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 67.00% |
Revenue, remaining performance obligation, period | 5 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Magazine, digital subscriptions and product | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 36.00% |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Trademark licensing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 5 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Magazine, digital subscriptions and product | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | Trademark licensing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 9 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | Magazine, digital subscriptions and product | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from External Customer [Line Items] | ||
Net revenues | $ 69,378 | $ 42,680 |
Point in time | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 49,733 | 22,047 |
Over time | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 19,645 | 20,633 |
Trademark licensing | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 14,561 | 15,704 |
Magazine, digital subscriptions and product | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 2,735 | 2,337 |
TV and cable programming | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 2,440 | 2,592 |
Consumer products | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 49,642 | 22,047 |
Other | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 435 | 14 |
Other | Trademark licensing | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 0 | 0 |
Other | Magazine, digital subscriptions and product | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 435 | 14 |
Other | TV and cable programming | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 0 | 0 |
Other | Consumer products | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 0 | 0 |
Licensing | Operating Segments | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 14,561 | 15,704 |
Licensing | Operating Segments | Trademark licensing | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 14,561 | 15,704 |
Licensing | Operating Segments | Magazine, digital subscriptions and product | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 0 | 0 |
Licensing | Operating Segments | TV and cable programming | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 0 | 0 |
Licensing | Operating Segments | Consumer products | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 0 | 0 |
Direct-to-consumer | Operating Segments | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 49,642 | 22,047 |
Direct-to-consumer | Operating Segments | Trademark licensing | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 0 | 0 |
Direct-to-consumer | Operating Segments | Magazine, digital subscriptions and product | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 0 | 0 |
Direct-to-consumer | Operating Segments | TV and cable programming | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 0 | 0 |
Direct-to-consumer | Operating Segments | Consumer products | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 49,642 | 22,047 |
Digital subscriptions and content | Operating Segments | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 4,740 | 4,915 |
Digital subscriptions and content | Operating Segments | Trademark licensing | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 0 | 0 |
Digital subscriptions and content | Operating Segments | Magazine, digital subscriptions and product | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 2,300 | 2,323 |
Digital subscriptions and content | Operating Segments | TV and cable programming | ||
Revenue from External Customer [Line Items] | ||
Net revenues | 2,440 | 2,592 |
Digital subscriptions and content | Operating Segments | Consumer products | ||
Revenue from External Customer [Line Items] | ||
Net revenues | $ 0 | $ 0 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Editorial and other pre-publication costs | $ 352 | $ 263 |
Merchandise finished goods | 38,427 | 39,618 |
Total | 38,779 | 39,881 |
Inventory reserves | $ 800 | $ 1,500 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Prepaid agency fees and commissions | $ 21 | $ 24 | |
Prepaid foreign withholding taxes | 1,801 | 2,431 | |
Deposits | 782 | 1,302 | |
Prepaid insurance | 1,783 | 1,209 | |
Contract assets, current portion | 1,094 | 77 | |
Software implementation and subscription costs | 3,578 | 1,910 | |
Prepaid inventory not yet received | 2,597 | 2,749 | |
Licensed programming costs | 437 | 447 | |
Prepaid creator fees | 1,823 | 130 | |
Other | 5,390 | 3,137 | |
Total | 19,306 | $ 13,416 | |
Amortization of licensed programming costs | $ 100 | $ 100 | |
Amortization period for cloud computing arrangement | 3 years | ||
Amortization expense related to capitalized implementation costs | $ 100 | ||
Licensed programming costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Recognition period for unamortized cost | 2 years |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 36,964 | $ 34,825 | |||
Accumulated depreciation | (10,153) | (8,380) | |||
Total | 26,811 | 26,445 | |||
Depreciation and amortization | 1,400 | $ 400 | |||
Capitalized costs related to the refurbishment of long-lived asset | $ 1,300 | ||||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 12,362 | 11,908 | |||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 11,304 | 9,619 | |||
Aircraft | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 13,298 | $ 13,298 | |||
Aggregate purchase price of long-lived assets | $ 12,000 | ||||
Useful life | 7 years |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Total indefinite-lived intangible assets | $ 332,056 | $ 331,925 | |
Digital assets, net | 4,320 | 6,836 | |
Digital asset impairments | 2,400 | ||
Cumulative digital asset impairments | 3,300 | ||
Definite-lived intangible asset amortization expense | 2,200 | $ 300 | |
Trademarks | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Total indefinite-lived intangible assets | 332,100 | $ 331,900 | |
Registration and renewal costs | $ 100 | $ 100 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Digital assets, net | $ 4,320 | $ 6,836 |
Total amortizable intangible assets, net | 86,640 | 86,519 |
Total indefinite-lived intangible assets | 332,056 | 331,925 |
Total | $ 423,016 | $ 425,280 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary of Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 97,290 | $ 94,884 |
Accumulated Amortization | (10,650) | (8,365) |
Finite-lived intangible assets, net carrying amount | $ 86,640 | $ 86,519 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life of intangible assets (years) | 11 years 9 months 18 days | 11 years 9 months 18 days |
Finite-lived intangible assets, gross carrying amount | $ 88,090 | $ 85,684 |
Accumulated Amortization | (5,295) | (3,293) |
Finite-lived intangible assets, net carrying amount | $ 82,795 | $ 82,391 |
Distribution agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life of intangible assets (years) | 15 years | 15 years |
Finite-lived intangible assets, gross carrying amount | $ 3,720 | $ 3,720 |
Accumulated Amortization | (2,749) | (2,687) |
Finite-lived intangible assets, net carrying amount | $ 971 | $ 1,033 |
Photo and magazine archives | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life of intangible assets (years) | 10 years | 10 years |
Finite-lived intangible assets, gross carrying amount | $ 2,000 | $ 2,000 |
Accumulated Amortization | (2,000) | (2,000) |
Finite-lived intangible assets, net carrying amount | $ 0 | $ 0 |
Customer list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life of intangible assets (years) | 10 years | 10 years |
Finite-lived intangible assets, gross carrying amount | $ 1,180 | $ 1,180 |
Accumulated Amortization | (265) | (236) |
Finite-lived intangible assets, net carrying amount | $ 915 | $ 944 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life of intangible assets (years) | 3 years | 3 years |
Finite-lived intangible assets, gross carrying amount | $ 2,300 | $ 2,300 |
Accumulated Amortization | (341) | (149) |
Finite-lived intangible assets, net carrying amount | $ 1,959 | $ 2,151 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Estimated Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 6,474 | |
2023 | 8,631 | |
2024 | 8,481 | |
2025 | 7,864 | |
2026 | 7,657 | |
Thereafter | 47,533 | |
Finite-lived intangible assets, net carrying amount | $ 86,640 | $ 86,519 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2021 | $ 270,577 |
Foreign currency translation adjustment in relation to Honey Birdette and other, net | 6,469 |
Balance at March 31, 2022 | $ 277,046 |
Other Current Liabilities and_3
Other Current Liabilities and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 1,313 | $ 1,476 |
Accrued agency fees and commissions | 4,955 | 3,456 |
Outstanding gift cards and store credits | 4,000 | 4,960 |
Inventory in transit | 4,209 | 8,323 |
Taxes | 4,173 | 5,654 |
Other | 7,415 | 8,548 |
Total | $ 26,065 | $ 32,417 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | May 31, 2021 |
Debt Instrument [Line Items] | |||
Total debt | $ 236,621 | $ 237,419 | |
Less: unamortized debt discount | (2,293) | (2,389) | |
Less: unamortized debt discount | (5,932) | (6,180) | |
Total debt, net of unamortized debt issuance costs and debt discount | 228,396 | 228,850 | |
Less: current portion of long-term debt | (3,220) | (2,808) | |
Total debt, net of current portion | 225,176 | 226,042 | |
Term loan | |||
Debt Instrument [Line Items] | |||
Total debt | 236,621 | ||
Term loan | Term loan, due 2027 | |||
Debt Instrument [Line Items] | |||
Total debt | 228,275 | 228,850 | |
Term loan | Aircraft term loan, due 2026 | |||
Debt Instrument [Line Items] | |||
Total debt | $ 8,346 | $ 8,569 | |
Less: unamortized debt discount | $ (100) |
Debt - Term Loans (Details)
Debt - Term Loans (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Aug. 31, 2021 | May 31, 2021 | Jun. 30, 2014 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||||
Financing costs incurred | $ 2,293,000 | $ 2,389,000 | ||||||
Interest expense | $ 4,050,000 | $ 3,297,000 | ||||||
Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, term | 4 years 6 months | |||||||
Stated interest rate | 6.25% | 6.25% | ||||||
Interest expense | $ 3,300,000 | $ 3,300,000 | ||||||
Term loan | Term loan due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, amount borrowed | $ 150,000,000 | $ 12,000,000 | ||||||
Effective interest rate | 7.00% | |||||||
Financing costs incurred | $ 100,000 | |||||||
Repayment of long-term debt | $ 154,700,000 | |||||||
Loss on extinguishment of debt | $ 1,200,000 | |||||||
Refinancing fees expensed | 1,000,000 | |||||||
Write-off of unamortized debt discount and deferred financing fees | $ 200,000 | |||||||
Term loan | Term loan, due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, amount borrowed | $ 160,000,000 | |||||||
Debt instrument, term | 6 years | |||||||
Required quarterly amortization payments | $ 600,000 | |||||||
Term loan | Term loan, due 2027 | Amendment No. 1 To New Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, amount borrowed | $ 230,000,000 | |||||||
Financing costs incurred | 1,700,000 | |||||||
Refinancing fees expensed | 2,000,000 | |||||||
Term loan | Term loan, due 2027, incremental term loan | Amendment No. 1 To New Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, amount borrowed | $ 70,000,000 | |||||||
Term loan | Aircraft term loan, due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, amount borrowed | 9,000,000 | |||||||
Financing costs incurred | $ 100,000 | |||||||
Debt instrument, term | 5 years | |||||||
Required quarterly amortization payments | $ 100,000 | |||||||
Stated interest rate | 6.25% | |||||||
Term loan | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Upward rounding on interest rate | 0.01% | |||||||
Term loan | Eurodollar | Term loan due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum annual rate | 1.25% | |||||||
Term loan | LIBOR | Term loan, due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 5.75% | |||||||
Interest rate floor | 0.50% |
Debt - Term Loan Maturities (De
Debt - Term Loan Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total | $ 236,621 | $ 237,419 |
Term loan | ||
Debt Instrument [Line Items] | ||
Remainder of 2022 | 2,408 | |
2023 | 3,265 | |
2024 | 3,327 | |
2025 | 3,396 | |
2026 | 6,875 | |
Thereafter | 217,350 | |
Total | $ 236,621 |
Debt - Convertible Promissory N
Debt - Convertible Promissory Notes (Details) - Convertible Promissory Notes - USD ($) | 1 Months Ended | |||||
Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
CAA Brand Management, LLC. | ||||||
Debt Instrument [Line Items] | ||||||
Term loan, amount borrowed | $ 2,700,000 | |||||
CAA Brand Management, LLC. | Common Stock | Legacy Playboy | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt, number of shares issued | 51,857 | |||||
CAA Brand Management, LLC. | Common Stock | Business Combination | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt, number of shares issued | 290,563 | |||||
GBG International Holding Company Limited | ||||||
Debt Instrument [Line Items] | ||||||
Term loan, amount borrowed | $ 7,300,000 | |||||
Convertible promissory note settlement discount | 20.00% | |||||
Amount settled | $ 5,800,000 | |||||
Gain on settlement | $ 1,500,000 | |||||
United Talent Agency, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Term loan, amount borrowed | $ 1,500,000 | $ 2,000,000 | ||||
Amount settled | $ 2,800,000 | |||||
Gain on settlement | $ 700,000 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Details) $ in Millions | Apr. 13, 2015USD ($) |
Noncontrolling Interest [Line Items] | |
Proceeds from sale of interests in subsidiary | $ 1 |
After Dark LLC | After Dark LLC | |
Noncontrolling Interest [Line Items] | |
Percentage of noncontrolling interest | 25.00% |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 7,908,546 | 11,886,936 |
Shares available for grant under equity incentive plans | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 2,500,880 | 4,003,059 |
Options issued and outstanding under equity incentive plans | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 2,855,947 | 3,211,071 |
Unvested restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 740,422 | 585,075 |
Vested restricted stock units not yet settled | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 1,191,088 | 2,133,179 |
Unvested performance-based restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 544,036 | 544,036 |
Vested performance-based restricted stock units not yet settled | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 0 | 1,331,031 |
Shares to be issued pursuant to a license, services and collaboration agreement | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 76,173 | 79,485 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 10, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Treasury stock, eliminated (in shares) | 1,164,847 | ||||
Treasury stock (in shares) | 700,000 | 700,000 | |||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Treasury stock, shares acquired (in shares) | 700,000 | ||||
Treasury stock acquired, nonrefundable prepayment | $ 4.4 | ||||
Treasury stock acquired, price per share (in dollars per share) | $ 6.35 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 10, 2021 | Feb. 09, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend yield | 0.00% | 0.00% | |||
Unrecognized compensation cost | $ 29.2 | ||||
Unrecognized compensation cost, period for recognition, years | 3 years 6 months | ||||
Employee stock option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options to purchase common stock, vested (in shares) | 829,547 | ||||
Granted (in shares) | 0 | ||||
Exercised (in shares) | 342,661 | ||||
Fair value of options vested | $ 2.5 | $ 2.1 | |||
Weighted average grant date fair value, options granted (in dollars per share) | $ 4.63 | ||||
Restricted stock units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | 288,494 | 198,918 | |||
Fair value of options vested | $ 4.5 | $ 1.4 | |||
Number of outstanding and fully vested restricted stock units, unsettled (in shares) | 1,191,088 | ||||
Stock Options and Restricted Stock Unit Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Impact of acceleration of vesting of awards | $ 3.1 | ||||
Performance Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | 0 | ||||
Derived service period | 1 year 10 months 17 days | ||||
2018 Equity incentive plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for issuance (in shares) | 6,287,687 | ||||
2021 equity and incentive compensation plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for issuance (in shares) | 4,262,364 | ||||
Expiration period | 10 years | ||||
Increase in shares authorized as percent of outstanding shares of common stock | 4.00% | ||||
Granted (in shares) | 378,108 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - Employee stock option - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Beginning balance (in shares) | 3,211,071 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (342,661) | |
Forfeited and cancelled (in shares) | (12,463) | |
Ending balance (in shares) | 2,855,947 | 3,211,071 |
Exercisable (in shares) | 2,068,306 | |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 7.77 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 4 | |
Forfeited and cancelled (in dollars per share) | 28.08 | |
Ending balance (in dollars per share) | 8.13 | $ 7.77 |
Exercisable (in dollars per share) | $ 5.80 | |
Weighted- Average Remaining Contractual Term (years) | ||
Weighted average remaining contractual term (in years) | 7 years 8 months 12 days | 7 years 10 months 24 days |
Weighted average remaining contractual term, exercisable (in years) | 7 years 2 months 12 days | |
Aggregate Intrinsic Value (in thousands) | ||
Beginning aggregate intrinsic value | $ 60,978 | |
Exercisable aggregate intrinsic value | 16,271 | |
Ending aggregate intrinsic value | $ 17,865 | $ 60,978 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Unit and Performance Stock Activity (Details) - $ / shares | Feb. 10, 2021 | Mar. 31, 2022 |
Restricted stock units (RSUs) | ||
Number of Awards | ||
Beginning balance (in shares) | 585,075 | |
Granted (in shares) | 378,108 | |
Vested (in shares) | (288,494) | (198,918) |
Forfeited (in shares) | (23,843) | |
Ending balance (in shares) | 740,422 | |
Weighted- Average Grant Date Fair Value per Share | ||
Beginning balance (in dollars per share) | $ 28.15 | |
Granted (in dollars per share) | 15 | |
Vested (in dollars per share) | 22.53 | |
Forfeited (in dollars per share) | 28.08 | |
Ending balance (in dollars per share) | $ 22.95 | |
Performance Stock Units | ||
Number of Awards | ||
Beginning balance (in shares) | 544,036 | |
Granted (in shares) | 0 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Ending balance (in shares) | 544,036 | |
Weighted- Average Grant Date Fair Value per Share | ||
Beginning balance (in dollars per share) | $ 20.49 | |
Granted (in dollars per share) | 0 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | $ 20.49 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Fair Value Assumptions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Fair value of common stock (in dollars per share) | $ 10.52 | |
Expected term (in years) | 5 years 10 months 9 days | |
Expected volatility | 47.00% | |
Risk-free interest rate | 0.57% | |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Allocated Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 6,539 | $ 3,498 |
Cost of sales | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 879 | 0 |
Cost of sales | Independent Contractor | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 100 | |
Selling and administrative expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 5,660 | $ 3,498 |
Commitment and Contingencies -
Commitment and Contingencies - Leases (Details) $ in Thousands | Aug. 26, 2020USD ($)ft² | Mar. 31, 2022USD ($)storeoption | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Jun. 28, 2021storeoffice | Mar. 01, 2021segmentstoreoffice | Jul. 01, 2020 |
Lessee, Lease, Description [Line Items] | |||||||
Total lease commitment | $ 50,470 | ||||||
Lease cost | $ 4,053 | $ 1,385 | |||||
Number of options to renew | option | 1 | ||||||
Weighted average remaining term of operating lease | 5 years 3 months 10 days | ||||||
Weighted average discount rate | 4.90% | ||||||
Operating cash flows from operating leases | $ 3,100 | ||||||
Right of use assets in exchange for lease liabilities | 503 | 2,397 | |||||
Selling and administrative expenses | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease cost | $ 3,100 | $ 1,200 | |||||
TLA | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Number of stores | store | 40 | 41 | |||||
Number of offices | office | 1 | ||||||
Number of warehouses | segment | 1 | ||||||
Honey Birdette | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Number of stores | store | 58 | 59 | |||||
Number of offices | office | 2 | ||||||
Minimum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease renewal term | 4 years | ||||||
Minimum | TLA | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 2 years | ||||||
Minimum | Honey Birdette | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 2 years | ||||||
Maximum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease renewal term | 5 years | ||||||
Maximum | TLA | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 10 years | ||||||
Maximum | Honey Birdette | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 10 years | ||||||
Average | TLA | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 5 years | ||||||
Average | Honey Birdette | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 5 years | ||||||
Los Angeles | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 7 years | ||||||
Los Angeles | Letter of Credit | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Cash collaterized letters of credit | $ 1,700 | $ 2,000 | |||||
Phoenix, Arizona | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Area of real estate property | ft² | 51,962 | ||||||
Rent free period | 4 months | ||||||
Annual rent increase percent | 3.00% | ||||||
Total lease commitment | $ 4,100 | ||||||
Tenant improvement allowance | $ 800 | ||||||
Phoenix, Arizona | Minimum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease renewal term | 5 years | ||||||
Phoenix, Arizona | Maximum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease renewal term | 10 years |
Commitment and Contingencies _2
Commitment and Contingencies - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 3,110 | $ 1,190 |
Variable lease cost | 580 | 168 |
Short-term lease cost | 427 | 98 |
Sublease income | (64) | (71) |
Net lease cost | $ 4,053 | $ 1,385 |
Commitment and Contingencies _3
Commitment and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2022 | $ 8,719 | |
2023 | 10,462 | |
2024 | 8,835 | |
2025 | 7,070 | |
2026 | 6,621 | |
Thereafter | 8,763 | |
Total undiscounted lease payments | 50,470 | |
Less: imputed interest | (7,190) | |
Total operating lease liabilities | 43,280 | |
Operating lease liabilities, current portion | 9,507 | $ 9,697 |
Operating lease liabilities, noncurrent portion | $ 33,773 | $ 35,534 |
Commitment and Contingencies _4
Commitment and Contingencies - Legal Contingencies (Details) - USD ($) $ in Millions | Dec. 17, 2021 | Dec. 07, 2021 | Oct. 15, 2018 | Apr. 30, 2021 |
Pending Litigation | TNR Vs. The Company | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | $ 100 | |||
Pending Litigation | Steve Shaw Vs. Dream | ||||
Loss Contingencies [Line Items] | ||||
Equity percentage to be granted upon business combination | 20.00% | |||
Value to be granted upon business combination | $ 6 | |||
Aggregate consideration | $ 30 | |||
Pending Litigation | The Company Vs. Indian Harbor Insurance Company | ||||
Loss Contingencies [Line Items] | ||||
Proceeds from legal settlement | $ 4.8 | |||
Settled Litigation | Former Employee Vs. The Company | ||||
Loss Contingencies [Line Items] | ||||
Settlement to be paid by the company | $ 0.2 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 2,784 | $ 2,094 |
Effective tax rate | (100.90%) | 30.10% |
Statutory federal income tax rate | 21.00% | 21.00% |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income (loss) | $ 5,543 | $ (4,997) |
Denominator for basic and diluted net income (loss) per share: | ||
Weighted average common shares outstanding for basic (in shares) | 45,913,694 | 29,823,273 |
Stock options and RSUs (in shares) | 1,671,950 | 0 |
Weighted average common shares outstanding for diluted (in shares) | 47,585,644 | 29,823,273 |
Basic net income (loss) per share (in dollars per share) | $ 0.12 | $ (0.17) |
Diluted net income (loss) per share (in dollars per share) | $ 0.12 | $ (0.17) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 246,842 | 3,560,541 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed - TLA (Details) $ in Thousands | Mar. 01, 2021USD ($)store | Mar. 31, 2022USD ($)statestore | Dec. 31, 2021USD ($) |
Tangible net assets and liabilities: | |||
Goodwill | $ 277,046 | $ 270,577 | |
TLA | |||
Business Acquisition [Line Items] | |||
Percentage acquired | 100.00% | ||
Aggregate consideration | $ 24,916 | ||
Number of stores | store | 41 | 40 | |
Number of states | state | 5 | ||
Tangible net assets and liabilities: | |||
Inventory | $ 7,614 | ||
Property and equipment | 1,665 | ||
Accounts payable | (1,319) | ||
Other net assets | (3,518) | ||
Total net assets | 4,442 | ||
Total intangible assets | 4,100 | ||
Total net assets acquired | 8,542 | ||
Purchase consideration | 24,916 | ||
Goodwill | $ 16,374 | ||
Useful life | 10 years | ||
Liability offset period | 4 years | ||
Tax deductible goodwill | $ 19,000 | ||
TLA | Trade names | |||
Tangible net assets and liabilities: | |||
Total intangible assets | $ 4,100 |
Business Combinations - Pro For
Business Combinations - Pro Forma - TLA (Details) - TLA - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||
Transaction costs | $ 900 | |
Net revenues - As Reported | $ 42,680 | |
Net revenues - Pro Forma | 51,529 | |
Net loss - As Reported | (4,997) | |
Net loss - Pro Forma | $ (3,660) | |
TLA | ||
Business Acquisition [Line Items] | ||
Transaction costs | $ 700 |
Business Combinations - Honey B
Business Combinations - Honey Birdette (Details) $ / shares in Units, $ in Thousands | Aug. 19, 2021shares | Aug. 09, 2021USD ($)$ / sharesRateshares | Mar. 31, 2022USD ($)storecontinent | Dec. 31, 2021USD ($) | Jun. 28, 2021store |
Business Acquisition [Line Items] | |||||
Goodwill | $ 277,046 | $ 270,577 | |||
Honey Birdette | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 233,441 | ||||
Share price (in dollars per share) | $ / shares | $ 26.57 | ||||
Purchase consideration | $ 288,790 | ||||
Consideration transferred, equity (in shares) | shares | 4,412 | ||||
Number of stores | store | 58 | 59 | |||
Number of continents | continent | 3 | ||||
Exchange rate | Rate | 73.56% | ||||
Goodwill | $ 223,381 | ||||
Deferred tax liability | $ (23,046) | ||||
Honey Birdette | Trade names | |||||
Business Acquisition [Line Items] | |||||
Initial contract term | 12 years | ||||
Honey Birdette | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Consideration in shares (in shares) | shares | 2,155,849 |
Business Combinations - Honey_2
Business Combinations - Honey Birdette Fair Value of Consideration (Details) - Honey Birdette - USD ($) $ / shares in Units, $ in Thousands | Aug. 19, 2021 | Aug. 09, 2021 |
Business Acquisition [Line Items] | ||
Cash consideration | $ 233,441 | |
Total consideration transferred | $ 288,790 | |
Consideration transferred, equity (in shares) | 4,412 | |
Share price (in dollars per share) | $ 26.57 | |
Transferred Shares | ||
Business Acquisition [Line Items] | ||
Stock consideration | $ 29,889 | |
Consideration transferred, equity (in shares) | 1,124,919 | |
Share price (in dollars per share) | $ 26.57 | |
Lock-Up Shares | ||
Business Acquisition [Line Items] | ||
Stock consideration | $ 25,460 | |
Consideration transferred, equity (in shares) | 4,412 | 1,030,930 |
Share price (in dollars per share) | $ 26.57 |
Business Combinations - Asset_2
Business Combinations - Assets Acquired and Liabilities Assumed - Honey Birdette (Details) - USD ($) $ in Thousands | Aug. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Tangible net assets and liabilities: | |||
Goodwill | $ 277,046 | $ 270,577 | |
Honey Birdette | |||
Tangible net assets and liabilities: | |||
Cash | $ 3,950 | ||
Inventory | 16,015 | ||
Property and equipment | 5,185 | ||
Other tangible net assets (liabilities) | (12,243) | ||
Unfavorable leasehold interest, net | (1,690) | ||
Trade name | 77,238 | ||
Deferred tax liability | (23,046) | ||
Total net assets acquired | 65,409 | ||
Purchase consideration | 288,790 | ||
Goodwill | $ 223,381 |
Business Combinations - Pro F_2
Business Combinations - Pro Forma - Honey Birdette (Details) - Honey Birdette - USD ($) $ in Thousands | Aug. 09, 2021 | Mar. 31, 2021 |
Business Acquisition [Line Items] | ||
Additional borrowing | $ 70,000 | |
Estimated blended statutory rate | 27.55% | |
Net revenues - As Reported | $ 42,680 | |
Net revenues - Pro Forma | 61,693 | |
Net loss - As Reported | (4,997) | |
Net loss - Pro Forma | $ 464 |
Business Combinations - Acquisi
Business Combinations - Acquisition of GlowUp (Details) - USD ($) | Oct. 22, 2021 | Oct. 14, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Contingent consideration, liability | $ 17,937,000 | $ 36,630,000 | ||
Foreign currency translation adjustment in relation to Honey Birdette and other, net | 6,469,000 | |||
GlowUp Digital Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 342,308 | |||
Share price (in dollars per share) | $ 27.60 | |||
Purchase consideration | $ 34,365,000 | $ 13,200,000 | ||
Transaction costs | 800,000 | |||
Contingent consideration, liabilities and equity | 18,100,000 | |||
Contingent consideration, equity | 9,200,000 | |||
Contingent consideration, liability | $ 8,900,000 | |||
Foreign currency translation adjustment in relation to Honey Birdette and other, net | $ 32,600,000 | |||
Deferred tax liability | $ 538,000 | |||
GlowUp Digital Inc. | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Initial contract term | 3 years | |||
GlowUp Digital Inc. | Satisfaction of Performance Criteria | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 400,000 | |||
GlowUp Digital Inc. | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred, equity (in shares) | 548,034 | |||
Share price (in dollars per share) | $ 23.4624 | |||
Consecutive trading days | 10 days | |||
GlowUp Digital Inc. | Common Stock | Satisfaction of Performance Criteria | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred, equity (in shares) | 664,311 |
Business Combinations - Total C
Business Combinations - Total Consideration Transferred - GlowUp Inc. (Details) - GlowUp Digital Inc. - USD ($) $ in Thousands | Oct. 22, 2021 | Oct. 14, 2021 |
Business Acquisition [Line Items] | ||
Cash consideration (including transaction expenses paid for sellers) | $ 1,142 | |
Stock consideration | 15,126 | |
Contingent consideration | 18,097 | |
Total consideration transferred | $ 34,365 | $ 13,200 |
Business Combinations - Summary
Business Combinations - Summary of Goodwill - GlowUp Inc (Details) - USD ($) $ in Thousands | Oct. 22, 2021 | Oct. 14, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 277,046 | $ 270,577 | ||
GlowUp Digital Inc. | ||||
Business Acquisition [Line Items] | ||||
Developed technology | $ 2,300 | |||
Deferred tax liability | (538) | |||
Total net assets acquired | 1,762 | |||
Purchase consideration | 34,365 | $ 13,200 | ||
Goodwill | $ 32,603 |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2011 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Due from related parties | $ 0 | $ 0 | ||
Due to related parties | 0 | $ 0 | ||
Affiliated Entity | Management and Consulting Services | ||||
Related Party Transaction [Line Items] | ||||
Management fee per year | $ 1 | |||
Management fees | $ 0 | $ 0.3 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($)countrysegmentstorestate | Mar. 31, 2021USD ($) | Jun. 28, 2021store | Mar. 01, 2021store | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 3 | |||
Net revenues | $ 69,378 | $ 42,680 | ||
Operating income (loss): | $ 6,889 | (4,539) | ||
TLA | ||||
Segment Reporting Information [Line Items] | ||||
Number of stores | store | 40 | 41 | ||
Number of states | state | 5 | |||
Honey Birdette | ||||
Segment Reporting Information [Line Items] | ||||
Number of stores | store | 58 | 59 | ||
Number of countries | country | 3 | |||
Operating Segments | Licensing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 14,561 | 15,704 | ||
Operating income (loss): | 11,469 | 11,308 | ||
Operating Segments | Direct-to-Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 49,642 | 22,047 | ||
Operating income (loss): | 2,261 | 1,675 | ||
Operating Segments | Digital Subscriptions and Content | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 4,740 | 4,915 | ||
Operating income (loss): | (2,360) | 2,318 | ||
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss): | (4,874) | (19,809) | ||
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 435 | 14 | ||
Operating income (loss): | $ 393 | $ (31) |