Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Entity Address, Address Line Two | 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 218 | ||
Entity Common Stock, Shares Outstanding (in shares) | 73,060,012 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. | ||
Entity Central Index Key | 0001803914 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Audit Information [Abstract] | ||
Auditor Firm ID | 243 | 4054 |
Auditor Name | BDO USA, LLP | Prager Metis CPAs LLP |
Auditor Location | Los Angeles, California | El Segundo, California |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net revenues | $ 266,933,000 | $ 246,586,000 | $ 147,662,000 |
Costs and expenses: | |||
Cost of sales | (129,642,000) | (116,752,000) | (74,384,000) |
Selling and administrative expenses | (160,982,000) | (197,472,000) | (58,659,000) |
Related party expenses | 0 | (250,000) | (1,007,000) |
Impairments | (308,165,000) | (964,000) | 0 |
Gain on sale of the aircraft | 5,689,000 | 0 | 0 |
Other operating income, net | 482,000 | 0 | 0 |
Total operating expense | (592,618,000) | (315,438,000) | (134,050,000) |
Operating (loss) income | (325,685,000) | (68,852,000) | 13,612,000 |
Nonoperating (expense) income: | |||
Interest expense | (17,719,000) | (13,312,000) | (13,463,000) |
Loss on extinguishment of debt | (1,266,000) | (1,217,000) | 0 |
Fair value remeasurement gain | 9,401,000 | 0 | 0 |
Other (expense) income, net | (494,000) | 2,926,000 | 1,652,000 |
Total nonoperating expense | (10,078,000) | (11,603,000) | (11,811,000) |
(Loss) income before income taxes | (335,763,000) | (80,455,000) | 1,801,000 |
Benefit (expense) from income taxes | 58,059,000 | 2,779,000 | (7,072,000) |
Net loss | (277,704,000) | (77,676,000) | (5,271,000) |
Net loss attributable to PLBY Group, Inc. | $ (277,704,000) | $ (77,676,000) | $ (5,271,000) |
Net loss per share, basic (in dollars per share) | $ (5.86) | $ (2.04) | $ (0.24) |
Net loss per share, diluted (in dollars per share) | $ (5.86) | $ (2.04) | $ (0.24) |
Weighted-average shares used in computing net loss per share, basic (in shares) | 47,420,376 | 38,105,736 | 22,199,591 |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 47,420,376 | 38,105,736 | 22,199,591 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (277,704) | $ (77,676) | $ (5,271) |
Other comprehensive loss: | |||
Foreign currency translation adjustment | (20,420) | (3,725) | 0 |
Other comprehensive loss | (20,420) | (3,725) | 0 |
Comprehensive loss | $ (298,124) | $ (81,401) | $ (5,271) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 31,640 | $ 69,245 |
Restricted cash | 2,072 | 2,211 |
Receivables, net of allowance for credit losses | 18,420 | 14,129 |
Inventories, net | 33,089 | 39,881 |
Prepaid expenses and other current assets | 17,760 | 13,416 |
Total current assets | 102,981 | 138,882 |
Restricted cash | 1,737 | 4,030 |
Property and equipment, net | 17,375 | 26,445 |
Operating right of use assets | 41,265 | 38,746 |
Digital assets, net | 327 | 6,836 |
Goodwill | 123,217 | 270,577 |
Other intangible assets, net | 236,281 | 418,444 |
Contract assets, net of current portion | 13,680 | 17,315 |
Other noncurrent assets | 15,600 | 14,132 |
Total assets | 552,463 | 935,407 |
Current liabilities: | ||
Accounts payable | 20,631 | 20,577 |
Accrued salaries, wages, and employee benefits | 4,938 | 4,623 |
Deferred revenues, current portion | 10,762 | 11,036 |
Long-term debt, current portion | 2,050 | 2,808 |
Contingent consideration, at fair value | 835 | 36,630 |
Operating lease liabilities, current portion | 9,977 | 9,697 |
Other current liabilities and accrued expenses | 33,739 | 32,417 |
Total current liabilities | 82,932 | 117,788 |
Deferred revenues, net of current portion | 21,406 | 42,532 |
Long-term debt, net of current portion | 191,125 | 226,042 |
Deferred tax liabilities, net | 25,293 | 91,208 |
Operating lease liabilities, net of current portion | 36,678 | 35,534 |
Mandatorily redeemable preferred stock, at fair value | 39,099 | 0 |
Other noncurrent liabilities | 886 | 20 |
Total liabilities | 397,419 | 513,124 |
Commitments and contingencies (Note 14) | ||
Redeemable noncontrolling interest | (208) | (208) |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value per share, 5,000,000 shares authorized, 50,000 shares designated Series A preferred stock, of which 50,000 shares were issued as of December 31, 2022; 0 shares issued or designated as of December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; 150,000,000 shares authorized at December 31, 2022 and 2021; 47,737,699 shares issued and 47,037,699 shares outstanding at December 31, 2022; 42,996,121 shares issued and 42,296,121 shares outstanding at December 31, 2021 | 5 | 4 |
Treasury stock, at cost: 700,000 shares and 700,000 shares at December 31, 2022 and 2021, respectively | (4,445) | (4,445) |
Additional paid-in capital | 617,233 | 586,349 |
Accumulated other comprehensive loss | (24,145) | (3,725) |
Accumulated deficit | (433,396) | (155,692) |
Total stockholders’ equity | 155,252 | 422,491 |
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity | $ 552,463 | $ 935,407 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock designated (in shares) | 50,000 | 0 |
Preferred stock issued (in shares) | 50,000 | 0 |
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) | 47,737,699 | 42,996,121 |
Common stock outstanding (in shares) | 47,037,699 | 42,296,121 |
Treasury stock (in shares) | 700,000 | 700,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Total | Previously Reported | Honey Birdette | GlowUp Digital Inc. | Series A Preferred Stock | Common stock | Common stock Previously Reported | Common stock Revision of Prior Period, Adjustment | Common stock Honey Birdette | Common stock GlowUp Digital Inc. | Treasury Stock | Treasury Stock Previously Reported | Treasury Stock Revision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Revision of Prior Period, Adjustment | Additional Paid-in Capital Honey Birdette | Additional Paid-in Capital GlowUp Digital Inc. | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Previously Reported | Accumulated Deficit | Accumulated Deficit Previously Reported |
Shares outstanding at beginning of period (in shares) at Dec. 31, 2019 | 20,626,249 | 3,681,185 | 16,945,064 | |||||||||||||||||||
Stockholders' equity at beginning of period at Dec. 31, 2019 | $ 85,302,000 | $ 83,019,000 | $ 2,000 | $ 36,000 | $ (34,000) | $ 0 | $ (23,453,000) | $ 23,453,000 | $ 158,045,000 | $ 184,452,000 | $ (23,419,000) | $ 0 | $ 0 | $ (72,745,000) | $ (78,016,000) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Shares issued in connection with asset purchase | 0 | |||||||||||||||||||||
Stock-based compensation expense and vesting of restricted stock units | 2,988,000 | 2,988,000 | ||||||||||||||||||||
Reclassification of the fair value of the lock-up shares contingent consideration relating to the acquisition of Honey Birdette | 0 | |||||||||||||||||||||
Other comprehensive loss | 0 | |||||||||||||||||||||
Net loss | (5,271,000) | (5,271,000) | ||||||||||||||||||||
Shares outstanding at end of period (in shares) at Dec. 31, 2020 | 20,626,249 | |||||||||||||||||||||
Stockholders' equity at end of period at Dec. 31, 2020 | $ 83,019,000 | $ 36,000 | $ 0 | $ 161,033,000 | $ 0 | $ (78,016,000) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Conversion of convertible promissory note (in shares) | 290,563 | |||||||||||||||||||||
Conversion of convertible promissory note | 2,730,000 | 2,730,000 | ||||||||||||||||||||
Business combination and PIPE financing (in shares) | 12,644,168 | |||||||||||||||||||||
Business combination and PIPE financing | $ 95,174,000 | $ 1,000 | (4,445,000) | 99,618,000 | ||||||||||||||||||
Secondary offering (in shares) | 4,720,000 | |||||||||||||||||||||
Secondary offering | $ 202,895,000 | $ 1,000 | 202,894,000 | |||||||||||||||||||
Shares issued in connection with unit purchase options exercise, net exercised (in shares) | 247,976 | |||||||||||||||||||||
Shares issued in connection with employee stock plans (in shares) | 301,063 | |||||||||||||||||||||
Shares issued pursuant to trademark licensing agreement (in shares) | 109,291 | |||||||||||||||||||||
Shares issued pursuant to trademark licensing agreement | 5,000,000 | 5,000,000 | ||||||||||||||||||||
Shares issued in connection with the acquisition (in shares) | 2,160,261 | 548,034 | ||||||||||||||||||||
Shares issued in connection with the acquisition | $ 30,006,000 | $ 15,126,000 | $ 30,006,000 | $ 15,126,000 | ||||||||||||||||||
Shares issued upon exercise of stock options (in shares) | 608,775 | |||||||||||||||||||||
Shares issued upon exercise of stock options | 2,329,000 | 2,329,000 | ||||||||||||||||||||
Contingent consideration in relation to acquisition of GlowUp | 9,167,000 | 9,167,000 | ||||||||||||||||||||
Shares issued pursuant to a license, services and collaboration agreement (in shares) | 39,741 | |||||||||||||||||||||
Shares issued pursuant to a license, services and collaboration agreement | 1,500,000 | 1,500,000 | ||||||||||||||||||||
Shares issued in connection with asset purchase | 0 | |||||||||||||||||||||
Stock-based compensation expense and vesting of restricted stock units | 56,946,000 | 56,946,000 | ||||||||||||||||||||
Reclassification of the fair value of the lock-up shares contingent consideration relating to the acquisition of Honey Birdette | 0 | |||||||||||||||||||||
Other comprehensive loss | (3,725,000) | (3,725,000) | ||||||||||||||||||||
Net loss | (77,676,000) | (77,676,000) | ||||||||||||||||||||
Shares outstanding at end of period (in shares) at Dec. 31, 2021 | 0 | 42,296,121 | ||||||||||||||||||||
Stockholders' equity at end of period at Dec. 31, 2021 | 422,491,000 | $ 4,000 | (4,445,000) | 586,349,000 | (3,725,000) | (155,692,000) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Shares issued in connection with employee stock plans (in shares) | 3,759,122 | |||||||||||||||||||||
Shares issued in connection with employee stock plans | 1,000 | $ 1,000 | ||||||||||||||||||||
Shares issued in connection with the acquisition (in shares) | 352,923 | |||||||||||||||||||||
Shares issued in connection with the acquisition | $ 260,000 | $ 260,000 | ||||||||||||||||||||
Shares issued upon exercise of stock options (in shares) | 495,052 | |||||||||||||||||||||
Shares issued upon exercise of stock options | 1,924,000 | 1,924,000 | ||||||||||||||||||||
Shares issued pursuant to a license, services and collaboration agreement (in shares) | 30,911 | |||||||||||||||||||||
Shares issued in connection with asset purchase (in shares) | 103,570 | |||||||||||||||||||||
Shares issued in connection with asset purchase | 1,333,000 | 1,333,000 | ||||||||||||||||||||
Shares issued in connection with preferred shares agreement (in shares) | 50,000 | |||||||||||||||||||||
Stock-based compensation expense and vesting of restricted stock units | 22,553,000 | 22,553,000 | ||||||||||||||||||||
Reclassification of the fair value of the lock-up shares contingent consideration relating to the acquisition of Honey Birdette | 4,814,000 | 4,814,000 | ||||||||||||||||||||
Other comprehensive loss | (20,420,000) | (20,420,000) | ||||||||||||||||||||
Net loss | (277,704,000) | (277,704,000) | ||||||||||||||||||||
Shares outstanding at end of period (in shares) at Dec. 31, 2022 | 50,000 | 47,037,699 | ||||||||||||||||||||
Stockholders' equity at end of period at Dec. 31, 2022 | $ 155,252,000 | $ 5,000 | $ (4,445,000) | $ 617,233,000 | $ (24,145,000) | $ (433,396,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Cash Flows From Operating Activities | |||
Net loss | $ (277,704,000) | $ (77,676,000) | $ (5,271,000) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 13,613,000 | 7,291,000 | 2,259,000 |
Stock-based compensation | 20,540,000 | 58,446,000 | 2,988,000 |
Fair value remeasurement of liabilities | (38,574,000) | 2,369,000 | 858,000 |
Loss on extinguishment of debt | 1,266,000 | 1,217,000 | 0 |
Gain from settlement of convertible promissory note | 0 | (700,000) | (1,454,000) |
Impairments | 308,165,000 | 964,000 | 0 |
Amortization of right of use assets | 10,103,000 | 6,473,000 | 0 |
Deferred income taxes | (64,403,000) | (6,690,000) | 2,621,000 |
Inventory reserves | 4,214,000 | 0 | 0 |
Gain on sale of aircraft | (5,689,000) | 0 | 0 |
Other, net | 101,000 | 850,000 | 317,000 |
Changes in operating assets and liabilities: | |||
Receivables, net | (4,299,000) | (6,744,000) | (449,000) |
Inventories | 1,832,000 | (5,098,000) | (209,000) |
Contract assets | 1,153,000 | (4,060,000) | (330,000) |
Prepaid expenses and other assets | (2,210,000) | (11,544,000) | (1,242,000) |
Accounts payable | 391,000 | 7,638,000 | 423,000 |
Accrued salaries, wages, and employee benefits | 410,000 | (2,573,000) | 267,000 |
Deferred revenues | (21,371,000) | (277,000) | 3,360,000 |
Operating lease liabilities | (10,570,000) | (5,140,000) | 0 |
Other, net | 3,423,000 | (1,488,000) | (3,325,000) |
Net cash (used in) provided by operating activities | (59,609,000) | (36,742,000) | 813,000 |
Cash Flows From Investing Activities | |||
Purchases of property and equipment | (8,049,000) | (17,505,000) | (884,000) |
Net proceeds from sale of aircraft | 16,802,000 | 0 | 0 |
Stock receivable | 0 | 0 | (4,445,000) |
Cash paid for acquisitions, net of cash acquired | 0 | (255,549,000) | 0 |
Other investing activities | 0 | (122,000) | (141,000) |
Net cash provided by (used in) investing activities | 8,753,000 | (273,176,000) | (5,470,000) |
Cash Flows From Financing Activities | |||
Net proceeds from public offering of stock | 0 | 202,895,000 | 0 |
Net proceeds from issuance of long-term debt | 0 | 239,000,000 | 0 |
Net proceeds from issuance of preferred stock | 48,250,000 | 0 | 0 |
Settlement of the performance holdback contingent consideration | (151,000) | 0 | 0 |
Repayment of long-term debt | (35,964,000) | (160,639,000) | (2,315,000) |
Repayment of convertible notes | 0 | (2,800,000) | (5,816,000) |
Payment of deferred offering costs | 0 | (6,910,000) | (262,000) |
Payment of financing costs | (2,500,000) | (3,312,000) | (97,000) |
Net contribution from the Merger and PIPE Financing | 0 | 99,911,000 | 0 |
Proceeds from exercise of stock options | 1,924,000 | 2,329,000 | 0 |
Net cash provided by (used in) financing activities | 11,559,000 | 370,474,000 | (8,490,000) |
Effect of exchange rate changes on cash and cash equivalents | (740,000) | (630,000) | 0 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (40,037,000) | 59,926,000 | (13,147,000) |
Balance, beginning of year | 75,486,000 | 15,560,000 | 28,707,000 |
Balance, end of year | 35,449,000 | 75,486,000 | 15,560,000 |
Cash and cash equivalents and restricted cash consist of: | |||
Cash and cash equivalents | 31,640,000 | 69,245,000 | 13,430,000 |
Restricted cash | 3,809,000 | 6,241,000 | 2,130,000 |
Total | 35,449,000 | 75,486,000 | 15,560,000 |
Supplemental Disclosures | |||
Cash paid for income taxes | 5,327,000 | 5,809,000 | 4,896,000 |
Cash paid for interest | 15,546,000 | 15,020,000 | 13,559,000 |
Purchases of property and equipment | 379,000 | 450,000 | 179,000 |
Common stock issued in connection with license agreement | 0 | 5,000,000 | 0 |
Contingent consideration from acquisition of Honey Birdette and GlowUp | 0 | 43,557,000 | 0 |
Conversion of convertible notes into common stock | 0 | 2,730,000 | 0 |
Deferred offering costs in accounts payable | 0 | 0 | 396,000 |
Stock issued in connection with acquisition of Honey Birdette and GlowUp | 0 | 45,015,000 | 0 |
Right of use assets obtained in exchange for lease liabilities | 11,959,000 | 2,992,000 | 0 |
Reclassification of stock receivable to treasury stock upon settlement | 0 | 4,445,000 | 0 |
Reclassification of the fair value of the lock-up shares contingent consideration relating to the acquisition of Honey Birdette | 4,814,000 | 0 | 0 |
Digital assets acquired in connection with sale of tokenized art and collectibles | 0 | 7,800,000 | 0 |
Shares issued pursuant to a license, services and collaboration agreement | 237,000 | 1,500,000 | 0 |
Shares issued in connection with asset purchase | 1,333,000 | 0 | 0 |
Shares issued in connection with the settlement of the performance holdback contingent consideration relating to the acquisition of GlowUp | $ 260,000 | $ 0 | $ 0 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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 19, Segments. We realigned our segments in 2022 and adjusted respective disclosures to recast the historical periods prior to the realignment to conform with current segment presentation. Legacy Playboy Merger with MCAC PLBY Group, Inc. was originally incorporated in the State of Delaware on November 12, 2019 as a special purpose acquisition company under the name Mountain Crest Acquisition Corp, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. MCAC completed its initial public offering in June 2020. Pursuant to an agreement and plan of merger dated September 30, 2020 (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, comprised of (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. 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”). 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 addition, in connection with the consummation of the Business Combination, MCAC was renamed “PLBY Group, Inc.” 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. 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 (but not an option granted to Ben Kohn on January 31, 2021 to purchase 965,944 shares of our 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 consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended December 31, 2021 (in thousands): Cash - trust account and cash $ 54,044 Cash - PIPE Investment 46,844 Less: transaction costs paid in 2021 (977) Net contributions from Merger and PIPE Investment 99,911 Less: transaction costs paid in 2020 (292) Merger and PIPE Investment $ 99,619 Basis of Presentation The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States, (“GAAP”). Out-of-period Reclassification Adjustment to 2021 Consolidated Statements of Operations The Company previously included $2.5 million of shipping costs in selling and administrative expenses within the consolidated statement of operations for the year ended December 31, 2021. However, these costs have been reclassified as cost of sales to conform to our 2022 presentation. The Company evaluated this inconsistency, and the impact to previously issued financial statements, and concluded that the adjustments and impact of this classification inconsistency is not material to any previously issued quarterly or annual financial statements. To improve the consistency and comparability of the financial statements, management has recorded an out-of-period adjustment to previously reported financial statement line items and related disclosures in this report. This reclassification adjustment to the 2021 consolidated statements of operations did not have any impact on operating income, net income, and earnings per common share. Principles of Consolidation The consolidated financial statements include our accounts and all majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company follows a monthly reporting calendar, with its fiscal year ending on December 31. Prior to the third quarter of 2022, Honey Birdette (Aust) Pty Limited ("Honey Birdette"), which the Company acquired in August 2021 (see Note 17, Business Combinations) had different fiscal quarter and year ends than the Company. Honey Birdette followed a fiscal calendar widely used by the retail industry which resulted in a fiscal year consisting of a 52- or 53-week period ending on the Sunday closest to December 31. Honey Birdette’s fiscal year previously consisted of four 13-week quarters, with an extra week added to each fiscal year every five or six years. Honey Birdette’s second fiscal quarter in 2022 consisted of 14 weeks. The difference in prior fiscal periods for Honey Birdette and the Company is considered to be immaterial and no related adjustments have been made in the preparation of these consolidated financial statements. Use of Estimates The preparation of 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 fina ncial 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; valuation of our Series A Preferred Stock; 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. Business Combinations We allocate the consideration transferred to the fair value of assets acquired and liabilities assumed based on their estimated fair values. The excess of the consideration transferred over the fair values of these identifiable assets and liabilities is recorded as goodwill. The excess of fair value of the identifiable assets and liabilities over the consideration transferred is recorded as a gain in the consolidated statement of operations. Such valuations require management to make significant estimates and assumptions. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Concentrations of Business and Credit Risk We maintain certain cash balances in excess of Federal Deposit Insurance Corporation insured limits. We periodically evaluate the credit worthiness of the financial institutions with which we maintain cash deposits. 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 table represents receivables from the Company's customers exceeding 10% of our total as of December 31, 2022 and 2021: Customer December 31, December 31, Customer A * 30 % Customer B * 15 % Customer C 24 % * *Indicates the receivables for the customer did not exceed 10% of the Company’s total as of December 31, 2022 or 2021, as applicable. The following table represents revenue from the Company's customers exceeding 10% of the total for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, Customer 2022 2021 2020 Customer A * * 11 % Customer B * * * Customer C * * 15 % *Indicates revenues for the customer did not exceed 10% of the Company’s total for the years ended December 31, 2022, 2021 or 2020, as applicable. 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 December 31, 2022 and 2021, restricted cash was primarily related to cash collateralized letters of credit we maintained in connection with the lease of our Los Angeles headquarters, as well as Honey Birdette’s term deposit in relation to Sydney office lease. The December 31, 2021 restricted cash balance included a cash collateralized letter of credit we maintained in connection with the purchase of the Company’s aircraft, which letter of credit was released in the fourth quarter of 2022 as a result of the sale of the Company’s aircraft in September 2022. Accounts Receivable, Net Trade receivables are reported at their outstanding unpaid balances, less allowances for expected credit losses. The allowances for expected 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 expected credit losses was immaterial at December 31, 2022 and 2021. Inventories Inventories consist primarily of finished goods and are stated at the lower of cost, using the first-in, first-out (“FIFO”) method, and net realizable value. Inventory reserves are recorded for excess and slow-moving inventory. Our analysis includes a review of inventory quantities on hand at period-end in relation to year-to-date sales, existing orders from customers and projections for sales in the foreseeable future. The net realizable value is determined based on historical sales experience on a style-by-style basis. The valuation of inventory could be impacted by changes in public and consumer preferences, demand for product, changes in the buying patterns of both retailers and consumers and inventory management of customers. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation, except for assets acquired in connection with our business combinations, which are reflected at fair value at the date of combination. Costs incurred for computer software developed or obtained for internal use are capitalized for application development activities and are immediately expensed for preliminary project activities or post-implementation activities. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. The useful life for furniture and equipment ranges from three two Intangible Assets and Goodwill Our indefinite-lived intangible assets consist of Playboy-branded trademarks. We perform an annual impairment test on Playboy-branded trademarks in the fourth quarter of each fiscal year or as events occur or circumstances change that would more likely than not reduce their fair value below the carrying amount. We evaluate the indefinite-lived Playboy-branded trademarks for impairment utilizing a combination of the income approach and the relief from royalty method. Key assumptions applied in an income approach, using a discounted cash flow analysis, include (i) forecasted sales growth rates and (ii) forecasted profitability, both of which are estimated based on consideration of historical performance and management’s estimate of future performance, and (iii) discount rates that are used to calculate the present value of future cash flows, which rates are derived based on our estimated weighted average cost of capital. Key assumptions used in the relief from royalty valuation model include revenue growth rates, royalty rates and discount rates. Our weighted average cost of capital included a review and assessment of market and capital structure assumptions. The projections we use in the model are updated annually and will change over time based on the historical performance and changing business conditions. If the carrying value of the trademark exceeds its estimated fair value, an impairment charge would be recognized for the excess amount. We perform annual impairment test on goodwill in the fourth quarter of each fiscal year or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying value. We may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is unnecessary. If an impairment test is necessary, we will estimate the fair value of a related reporting unit. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and we will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value. If we determine it is more likely than not that goodwill is not impaired, a quantitative test is not necessary. As a result of macroeconomic factors, we experienced declines in revenue and profitability, causing the Company to test the recoverability of its goodwill and other intangible assets as of September 1, 2022. The quantitative test performed indicated that the fair value of the indefinite-lived Playboy-branded trademarks was less than their carrying value. Our valuation estimate was most sensitive to changes in royalty rates and the cost of capital. We recognized $116.0 million of impairment charges on our indefinite-lived assets at the impairment date in the third quarter of 2022. A quantitative impairment test performed on goodwill, utilized the income approach, under which fair value was determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The quantitative test performed indicated that the carrying value of certain of our reporting units exceeded their fair value. As a result, we recognized $133.8 million of impairment charges on our goodwill at the impairment date in the third quarter of 2022. Based on our annual impairment tests, we determined there were no impairment charges to goodwill and our indefinite-lived assets to be recognized in the fourth quarter of 2022. Definite-lived intangible assets include distribution agreements, photo and magazine archives, developed technology, licensing agreements, and trade names and customer lists, which we recognized in connection with our business combinations. Because these assets were recognized as identifiable intangible assets in connection with our previous business combinations, we do not incur costs to renew or extend their terms. All of our definite-lived intangible assets are amortized using the straight-line method over their useful lives. Impairment of Long-Lived Assets The carrying amounts of long-lived assets, including property and equipment, stores, acquired intangible assets and right-of-use operating lease assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate over their remaining lives. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to their fair value. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the revised shorter useful life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. As a result of macroeconomic factors, we experienced declines in direct-to-consumer revenue and profitability in the third quarter of 2022, causing the Company to test recoverability as of September 1, 2022. Recoverability tests for our amortizable trade names as of September 1, 2022 indicated that a quantitative impairment test would be necessary. The fair values of our amortizable trade names and certain other assets were less than their carrying values. As a result, we recognized $55.1 million of impairment charges on our trade names and certain other long-lived assets at the impairment date. There were no events or changes in circumstances since the September 1, 2022 impairment date that would indicate that the carrying value of our long-lived assets would not be recoverable. As a result, no impairment charges to our definite-lived assets were recognized during the fourth quarter of 2022. Digital Assets Digital assets are initially recorded at cost and are subsequently remeasured at cost, net of any impairment losses on our consolidated balance sheets. We assign costs to digital asset transactions on a first-in, first-out basis. Gains or losses are not recorded until realized upon sale(s). We determine the fair value of our digital assets on a nonrecurring basis, based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). We perform a quarterly, or more frequent review to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges on any day during the quarter, indicate that it is more likely than not that our digital assets are impaired. The cost basis of digital assets will not be adjusted upward for subsequent increases in fair value. We recorded impairment charges of $4.9 million, $1.0 million and $0 related to our digital assets, which are reported in “Impairments” in the consolidated statements of operations during the years ended December 31, 2022, 2021 and 2020, respectively. Leases Prior to January 1, 2021, we categorize leases at their inception as either operating or capital. In the ordinary course of business, we entered into noncancelable operating leases for office space. We recognize lease costs on a straight-line basis and treat lease incentives as a reduction of rent expense over the term of the agreement. The differences between cash rent payments and rent expense are recorded as deferred rent liabilities. Upon adoption of Topic 842 on January 1, 2021, we determine if an arrangement is a lease, or contains a lease, by evaluating whether there is an identified asset and whether we control the use of the identified asset throughout the period of use. We determine the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. We use the non-cancelable lease term when recognizing the right-of-use ("ROU") assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. We account for lease components and non-lease components as a single lease component. Modifications are assessed to determine whether incremental differences result in new contract terms and accounted for as a new lease or whether the additional right of use should be included in the original lease and continue to be accounted for with the remaining ROU asset. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Lease payments consist of the fixed payments under the arrangement, less any lease incentives. Variable costs, such as common area maintenance costs and additional payments for percentage rent, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred. As the implicit rate of the leases is not determinable, we use an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments in determining the present value of the lease payments. Lease expenses are recognized on a straight-line basis over the lease term. We do not recognize ROU assets on lease arrangements with a term of 12 months or less. Treasury Stock Treasury stock is stated at cost. Revenue Recognition We recognize revenue when we transfer promised goods or services in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. This is determined by following a five-step process which includes (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price and (5) recognizing revenue when or as we satisfy a performance obligation. We apply judgment to determine the nature of the promises within a revenue contract and whether those promises represent distinct performance obligations. In determining the transaction price, we do not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of cumulative revenue when the uncertainty is resolved. We evaluate the nature of the license as to whether it provides a right to access or right to use the intellectual property (“IP”), which then determines whether the revenue is recognized over time or at a point in time. Sales or usage-based royalties received in exchange for licenses of IP are recognized at the later of when (1) the subsequent sale or usage occurs or (2) the performance obligation to which some or all of the sales or usage-based royalty has been allocated is satisfied. Licensing We license trademarks under multi-year arrangements with consumer products, online gaming and location-based entertainment businesses. Typically, the initial contract term ranges between one Direct-To-Consumer Products We generate revenue from the sale of intimate and other apparel, Halloween costumes and accessories, primarily through our direct-to-consumer channels (e-commerce sites and brick-and-mortar retail stores). We recognize e-commerce revenue upon delivery of the purchased goods to the buyer as our performance obligation, consisting of the sale of goods, is satisfied at this point in time when control is transferred. We recognize retail store revenue at a point in time when a store satisfies a performance obligation and transfers control of the product to the customer. Our revenue is recognized net of incentives and estimated returns. We periodically offer promotional incentives to customers, including basket promotional code discounts and other credits, that are treated as a reduction of revenue. A portion of consumer product sales is generated through third-party sellers, who list the product on their websites. These sales are either fulfilled by us or through the third-party seller’s fulfillment services. We recognize the fees retained by the third-party sellers as expenses in cost of sales for inventory provided through drop-shipment arrangements. We charge shipping fees to customers. Since control transfers to the customer after the shipping and handling activities, we account for these activities as fulfillment activities. All outbound shipping and handling costs are accounted for as fulfillment costs in cost of sales at the time revenue is recognized. Digital Subscriptions and Content Digital subscription revenue is derived from subscription sales of playboyplus.com and playboy.tv , which are online content platforms. Digital subscriptions represent a stand-ready obligation to provide continuous access to the platform, which is satisfied ratably over the term of the subscription. We receive fixed consideration shortly before the start of the subscription periods from these contracts, which are primarily sold in monthly, annual, or lifetime subscriptions. Revenues from lifetime subscriptions are recognized ratably over a five-year period, representing the estimated period during which the customer accesses the platforms. Revenues from digital subscriptions are recognized ratably over the subscription period. Revenues generated from the sales of creator offerings to consumers via our creator platform on playboy.com are recognized at the point in time when the sale is processed. Revenues generated from subscriptions to our creator platform are recognized ratably over the subscription period. We record revenue from sales of our tokenized digital art and collectibles at the point in time when the control is transferred on a gross basis. We are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors. We determined that we are the principal in these transactions as we have custody and control of our digital assets prior to the sale to the customer, and discretion and latitude in establishing the price. We also license our programming content to certain cable television operators and direct-to-home satellite television operators who pay royalties based on monthly subscriber counts and pay-per-view and video-on-demand buys for the right to distribute our programming under the terms of affiliation agreements. The distinct performance obligations under such affiliation agreements include (i) a continuous transmission service to deliver live linear feeds and (ii) licenses to our functional IP that are provided over the contract term that provide the operators the right to use our content library as it exists at a point in time. For both performance obligations, our IP is the predominant or sole item to which the royalties relate. Royalties are generally collected monthly and revenue is recognized as earned. The amount of royalties due to us is reported by operators based on actual subscriber and transaction levels. Such information is generally not received until after the close of the reporting period. In these cases, we follow the variable consideration framework and constraint guidance to estimate the number of subscribers and transactions to recognize royalty amounts based on historical experience. Historical adjustments to recorded estimates have not been material. We offer sales incentives through various programs, consisting primarily of co-op marketing. We record advertising with customers as a reduction to revenue unless we receive a distinct benefit in exchange for credits claimed by the customer and can reasonably estimate the fair value of the distinct benefit received, in which case we record it as a marketing expense. Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when we have an unconditional right to consideration which will become due solely due to the passage of time. We record a contract asset when revenue is recognized prior to invoicing or payment is contingent upon transfer of control of an unsatisfied performance obligation. We record a contract liability (deferred revenue) when revenue is recognized subsequent to cash collection. For long-term non-cancelable contracts whereby we have begun satisfying the performance obligation, we will record contract assets for the unbilled consideration which is contingent upon our future performance. Contract assets and contract liabilities are netted on a contract-by-contract basis. Cost of Sales Cost of sales primarily consist of merchandise costs, warehousing and fulfillment costs, agency fees, marketplace traffic acquisition costs, website expenses, credit card processing fees, personnel costs including stock-based compensation, Playboy Television operating expenses, costs associated with branding events, paper and printing costs, customer shipping and handling expenses, fulfillment activity costs, and freight-in expenses. Selling and Administrative Expenses Selling and administrative expenses primarily consist of corporate office an |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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 at December 31, 2022 and 2021, the amounts reported approximate fair value (Level 1) due to their short-term nature. For debt, based upon the refinancing of our senior secured debt in May 2021, its amendment in August 2021, August 2022 and December 2022, and the Aircraft Term Loan we obtained in May 2021, we believe that its carrying value approximates fair value, as our debt is variable-rate debt that reprices to current market rates frequently. The Aircraft Term Loan was extinguished in the third quarter of 2022 upon sale of the Company's aircraft. Refer to No te 9, Debt, for additional disclosures about our debt. Our debt is classified within Level 2 of the valuation hierarchy. Liabilities Measured and Recorded at Fair Value on a 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): December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration liability $ — $ — $ (835) $ (835) Preferred stock liability — — (39,099) (39,099) Total Liabilities $ — $ — $ (39,934) $ (39,934) December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration liability $ — $ — $ (36,630) $ (36,630) There were no transfers of Level 3 financial instruments 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, net of the fair value of the true-up adjustment for Honey Birdette's fiscal year 2022 (the "FY22 true-up"), 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 17, Business Combinations. The requirements for the FY22 true-up adjustment were not met and the contingent consideration related to the acquisition of Honey Birdette was no longer contingent. As a result, no liability balance was held as of December 31, 2022 and t he fair value of the lock-up shares was reclassified into additional paid-in capital in the consolidated balance sheet . In the second quarter of 2022, contingent consideration related to the acquisition of GlowUp was partially satisfied as certain performance criteria were met. A portion of the total consideration for the acquisition held back in respect of indemnification obligations remained contingent as of December 31, 2022, pursuant to the terms of the GlowUp Agreement. We recorded the acquisition-date fair value of these contingent liabilities as part of the consideration transferred. The fair value option was elected for these contingent liabilities, as we believe fair value best reflects the expected future economic value. 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 December 31, 2022. We recorded $29.2 million and $2.4 million of fair value change as a result of contingent liabilities fair value remeasurement in selling and administrative expenses in 2022 and 2021, respectively. We classified financial liabilities associated with the contingent consideration as Level 3 due to the lack of relevant observable inputs. Changes in key inputs described above could have an impact on the payout of contingent consideration. Our Series A Preferred Stock liability, initially valued as of May 16, 2022 (the initial issuance date), and our subsequent Series A Preferred Stock liability, valued as of the August 8, 2022 (the final issuance date), were each calculated using a stochastic interest rate model implemented in a binomial lattice, in order to incorporate the various early redemption features. The fair value option was elected for Series A Preferred Stock liability, as we believe fair value best reflects the expected future economic value. Such liabilities are subsequently remeasured to fair value for each reporting date using the same valuation methodology as originally applied with updated input assumptions. We recorded $9.4 million of fair value change in nonoperating income as a result of remeasurement of the fair value of our Series A Preferred Stock during the year ended December 31, 2022, out of which $2.6 million was a fair value remeasurement gain recorded upon issuance of the remaining Series A Preferred Stock on August 8, 2022. We classified financial liabilities associated with our Series A Preferred Stock as Level 3 due to the lack of relevant observable inputs. Key assumptions used are namely preferred stock yields in a range of 5.0% and 8.3% as of the issuance dates and 11.2% as of December 31, 2022, and interest rate volatility of 45%, changes in which could have an impact on the fair value of our Series A Preferred Stock. The weighted-average preferred stock yield rate and interest volatility were 9.0% and 45%, respectively. The following table provides a roll-forward of the fair value of the liabilities categorized as Level 3 for the year ended December 31, 2022 (in thousands): PSARs Liability Contingent Consideration Preferred Stock Liability Total Balance at December 31, 2020 $ 858 $ — $ — $ 858 Issuance of contingent consideration in connection with our acquisitions — 34,390 — 34,390 PSARs liability settlement (846) — — (846) Change in fair value and other (12) 2,240 — 2,228 Balance at December 31, 2021 $ — $ 36,630 $ — $ 36,630 Preferred stock liability in relation to the issuance of preferred stock — — 45,892 45,892 Change in fair value and other — (30,619) (6,793) (37,412) Partial settlement of the contingent consideration relating to the acquisition of GlowUp — (362) — (362) Release of the contingent consideration relating to the acquisition of Honey Birdette — (4,814) — (4,814) Balance at December 31, 2022 $ — $ 835 $ 39,099 $ 39,934 The change in the fair value of the contingent consideration for the year of 2022 was primarily due to a decrease in a price per share of our common stock. The decrease in the fair value of our Series A Preferred Stock since issuance was primarily due to an increase in observed preferred stock yields in the market. Assets Measured and Recorded at Fair Value on a Non-recurring Basis In addition to liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis. Generally, the Company’s non-financial instruments, which primarily consist of goodwill, intangible assets, including digital assets, right-of-use assets and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial instruments are assessed for impairment and, if applicable, written-down to and recorded at fair value, considering market participant assumptions. The Company’s recognized losses related to the impairment of its digital assets during the years ended December 31, 2022 and 2021 were $4.9 million and $1.0 million, respectively, which had a fair value of $0.3 million and $6.8 million as of December 31, 2022 and 2021, respectively. Fair value of digital assets held are predominantly based on Level 1 inputs. We use an income approach, using discounted cash flow and relief from royalty valuation models with Level 3 inputs to measure the fair value of our non-financial assets, including goodwill, indefinite-lived trademarks and definite-lived trade names, and liabilities. With respect to goodwill, key assumptions applied in an income approach using the discounted cash flow valuation model include revenue growth rates and discount rates. With respect to indefinite-lived trademarks, key assumptions used in the income approach and the relief from royalty valuation model include revenue growth rates, royalty rates, and discount rates. With respect to the definite-lived trade names, key assumptions used in the relief from royalty valuation model include revenue growth rates, royalty rates and discount rates. Our cash flow projections represent management's most recent planning assumptions, which are based on a combination of industry outlooks, views on general economic conditions, our expected pricing plans and expected future savings. Terminal values are determined using a common methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant weighted-average cost of capital and long-term growth rates. Changes in key assumptions, namely discount rates, royalty rates, growth rates and projections, could have an impact on the fair value of our non-financial assets and liabilities. At the impairment date in the third quarter of 2022, we recorded impairment charges on our intangible assets, including goodwill, indefinite-lived trademarks, trade names and certain other assets of $303.9 million. No such impairments were recorded in the fourth quarter of 2022. Refer to Note 1, Basis of Presentation and Summary of Significant Accounting Policies, and Note 7, Intangible Assets and Goodwill, for further information. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances Our contract assets relate to our 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 $16.2 million and $17.4 million as of December 31, 2022 and 2021, respectively. Contract liabilities were $32.2 million and $53.6 million as of December 31, 2022 and 2021, respectively. The changes in such contract balances during the year ended December 31, 2022 primarily relate to (i) $55.8 million of revenues recognized that were included in gross contract liabilities at December 31, 2021, (ii) $6.2 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, (iii) $28.9 million of contract assets reclassified into accounts receivable as the result of rights to consideration becoming unconditional and (iv) a $0.5 million decrease in contract assets due to certain trademark licensing contract modifications and terminations. Contract assets were $17.4 million and $8.3 million as of December 31, 2021 and 2020, respectively. Contract liabilities were $53.6 million and $55.1 million as of December 31, 2021 and 2020, respectively. The changes in such contract balances during the year ended December 31, 2021 primarily relate to (i) $55.1 million of revenues recognized that were included in gross contract liabilities at December 31, 2020, (ii) $4.8 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, (iii) $48.2 million of contract assets reclassified into accounts receivable as the result of rights to consideration becoming unconditional, (iv) a $0.9 million increase in contract liabilities due to the acquisition of Honey Birdette and (v) a $10.0 million increase in contract assets due to certain trademark licensing contract modification. Future Performance Obligations As of December 31, 2022, unrecognized revenue attributable to unsatisfied and partially unsatisfied performance obligations under our long-term contracts was $214.6 million, of which $205.7 million relates to Trademark Licensing, $5.2 million relates to Digital Subscriptions and Magazine, and $3.7 million relates to other obligations. Unrecognized revenue of the Trademark Licensing revenue stream will be recognized over the next eight years, of which 72% will be recognized in the first five years. Unrecognized revenue of the Digital Subscriptions and Magazine revenue stream will be recognized over the next five years, of which 38% 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): Year Ended December 31, 2022 Licensing Direct-to- Digital Other Total Licensing $ 60,861 $ — $ — $ — $ 60,861 Digital Subscriptions and Magazine — — 9,333 789 10,122 TV and Cable Programming — — 9,376 — 9,376 Consumer Products — 186,574 — — 186,574 Total revenues $ 60,861 $ 186,574 $ 18,709 $ 789 $ 266,933 Year Ended December 31, 2021 Licensing Direct-to- Digital Other Total Licensing $ 66,055 $ — $ — $ — $ 66,055 Digital Subscriptions and Magazine — — 20,827 1,398 22,225 TV and Cable Programming — — 10,454 — 10,454 Consumer Products — 147,852 — — 147,852 Total revenues $ 66,055 $ 147,852 $ 31,281 $ 1,398 $ 246,586 Year Ended December 31, 2020 Licensing Direct-to- Digital Other Total Licensing $ 63,562 $ — $ — $ — $ 63,562 Digital Subscriptions and Magazine — — 8,658 771 9,429 TV and Cable Programming — — 9,835 692 10,527 Consumer Products — 64,116 — 28 64,144 Total revenues $ 63,562 $ 64,116 $ 18,493 $ 1,491 $ 147,662 The following table disaggregates revenue by point-in-time versus over time (in thousands): Year Ended December 31, 2022 2021 2020 Point in time $ 186,748 $ 159,683 $ 64,116 Over time 80,185 86,903 83,546 Total revenues $ 266,933 $ 246,586 $ 147,662 |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 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): December 31, 2022 2021 Editorial and other pre-publication costs $ 690 $ 263 Merchandise finished goods 32,399 39,618 Total $ 33,089 $ 39,881 At December 31, 2022 and 2021, reserves for slow-moving and obsolete inventory related to merchandise finished goods amounted to $5.0 million and $1.5 million, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 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): December 31, 2022 2021 Prepaid taxes $ 3,150 $ — Prepaid foreign withholding taxes — 2,431 Deposits 205 1,302 Prepaid insurance 1,074 1,209 Contract assets, current portion 2,559 77 Software implementation and subscription costs 3,276 1,910 Prepaid inventory not yet received 3,491 2,749 Prepaid platform fees 1,126 130 Other 2,879 3,608 Total $ 17,760 $ 13,416 In the third quarter of 2021, the Company began capitalizing implementation costs incurred through certain cloud computing arrangements that are service contracts. These costs are amortized over the terms of the arrangements, which are three years, and are classified in our 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 was $3.3 million for the year ended December 31, 2022, and immaterial for the year ended December 31, 2021. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 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): December 31, 2022 2021 Aircraft $ — $ 13,298 Leasehold improvements 13,461 9,619 Construction in progress 782 3,317 Equipment 4,103 1,381 Internally developed software 7,096 2,001 Furniture and fixtures 2,185 5,209 Total property and equipment, gross 27,627 34,825 Less: accumulated depreciation (10,252) (8,380) Total $ 17,375 $ 26,445 In May 2021, we purchased an aircraft (the “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, which was amortized on a straight-line basis over its estimated useful life of seven years. In September 2022, we completed the sale of the Aircraft to an unaffiliated, private, third-party buyer for a sale price of $17.5 million, representing a net gain on sale of $5.7 million, which is reported in “Gain on sale of the aircraft” in the consolidated statements of operations. In connection with the sale of the Aircraft, the Aircraft Term Loan was repaid in full and all related liens discharged (see Note 9, Debt). We capitalize certain costs related to internally developed software for our content creator platform. Internally developed software is amortized on a straight-line basis over its estimated useful life of three years. Costs not yet being amortized are recorded in construction in progress. The aggregate depreciation expense related to property and equipment, net was $6.4 million, $3.5 million and $1.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 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 $216.0 million and $331.9 million of Playboy-branded trademarks as of December 31, 2022 and 2021, respectively. 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 capitalized during the years ended December 31, 2022 and 2021 were immaterial. As a result of impacts to our revenue, attributable to macroeconomic factors, we recorded non-cash asset impairment charges Our digital assets as of December 31, 2022 and 2021 were comprised of the crypto currency “Ethereum” received for sales of our "Rabbitar" non-fungible tokens. As of December 31, 2022 and 2021, the carrying value of our digital assets held was $0.3 million and $6.8 million, respectively. Impairment charges related to our digital assets during the years ended December 31, 2022, 2021 and 2020 were $4.9 million, $1.0 million and $0, respectively. In the third quarter of 2022, we accelerated $1.8 million of amortization of developed software related to our GlowUp acquisition, due to the rollout of our new content creator platform. The table below summarizes our intangible assets, net (in thousands): December 31, 2022 2021 Digital assets, net $ 327 $ 6,836 Total amortizable intangible assets, net 20,267 86,519 Total indefinite-lived intangible assets 216,014 331,925 Total $ 236,608 $ 425,280 Our amortizable intangible assets consisted of the following (in thousands): Weighted- Gross Carrying Accumulated Impairments* Net Carrying December 31, 2022 Trade names 11.9 $ 76,619 $ (8,404) $ (48,733) $ 19,482 Distribution agreements 15 3,720 (2,935) — 785 Customer list 10 1,180 (315) (865) — Developed technology 3 2,300 (2,300) — — Total $ 83,819 $ (13,954) $ (49,598) $ 20,267 _________________ *Includes the impairment charges on trade names of $52.3 million during the year ended December 31, 2022. The offset relates to foreign currency translation. Weighted- Gross Carrying Accumulated Impairments Net Carrying 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 $7.9 million, $3.8 million and $0.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, expected amortization expense relating to definite-lived intangible assets for the next five years and thereafter is as follows (in thousands): 2023 $ 2,074 2024 2,074 2025 2,074 2026 1,867 2027 1,826 Thereafter 10,352 Total $ 20,267 Goodwill Changes in the carrying value of goodwill for the years ended December 31, 2022 and 2021 were as follows (in thousands): Gross Goodwill Impairments Net Goodwill Balance at December 31, 2020 $ 504 $ — $ 504 Acquisition of TLA 16,374 — 16,374 Acquisition of Honey Birdette 223,381 — 223,381 Acquisition of GlowUp 32,603 — 32,603 Foreign currency translation adjustment (2,285) — (2,285) Balance at December 31, 2021 $ 270,577 $ — $ 270,577 Foreign currency translation adjustment in relation to Honey Birdette (13,032) — (13,032) Impairments — (134,328) (134,328) Balance at December 31, 2022 $ 257,545 $ (134,328) $ 123,217 *Includes the impairment charges on goodwill of $131.6 million during the year ended December 31, 2022. The offset relates to foreign currency translation. Changes in the recorded carrying value of goodwill for the year ended December 31, 2022 by reportable segment were as follows (in thousands): Direct-to-Consumer Licensing Digital Subscriptions and Content Balance at December 31, 2021 $ 237,477 $ — $ 33,100 Foreign currency translation and other adjustments (13,032) — — Impairments (134,328) — — Balance at December 31, 2022 $ 90,117 $ — $ 33,100 |
Other Current Liabilities and A
Other Current Liabilities and Accrued Expense | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities and Accrued Expense | Other Current Liabilities and Accrued Expense Other current liabilities and accrued expenses consist of the following (in thousands): December 31, 2022 2021 Accrued interest $ 2,096 $ 1,476 Accrued agency fees and commissions 7,785 3,456 Outstanding gift cards and store credits 4,592 4,960 Inventory in transit 7,231 8,323 Taxes 5,552 5,654 Other 6,483 8,548 Total $ 33,739 $ 32,417 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table sets forth debt (in thousands): December 31, 2022 2021 Term loan, due 2027 (as refinanced and amended) $ 201,613 $ 228,850 Airplane term loan, due 2026 — 8,569 Total debt 201,613 237,419 Less: unamortized debt issuance costs (1,822) (2,389) Less: unamortized debt discount (6,616) (6,180) Total debt, net of unamortized debt issuance costs and debt discount 193,175 228,850 Less: current portion of long-term debt (2,050) (2,808) Total debt, net of current portion $ 191,125 $ 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”). From 2016 to 2020, the term loan was amended multiple times to borrow an additional $12.0 million, 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. 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 (as amended, modified or supplemented from time to time, 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 the write-off of $0.2 million of unamortized debt discount and deferred financing 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% through November 2022 and a LIBOR floor of 4.76%, starting December 2022. 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 required quarterly amortization payments of $0.6 million, commencing on September 30, 2021, with the balance becoming due at maturity. The stated interest rate of the New Term Loan as of December 31, 2022 and 2021 was 11.01% and 6.25%, respectively. The effective interest rate of the New Term Loan as of December 31, 2022 and 2021 was 12.3% and 7.1%, respectively. 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. In August 2022, we entered into the second amendment to the New Term Loan (“Second Amendment”), which, among other things: (i) requires the Company to maintain a minimum consolidated cash balance of $40 million, to be tested twice quarterly (with a 45-day cure period), subject to certain exceptions; (ii) requires that the Company’s consolidated cash balance not fall below $25 million for more than five consecutive business days during any applicable test period (with a 15-day cure period to then exceed a cash balance of $40 million); (iii) increases addbacks to the determination of the Company’s consolidated EBITDA (as defined in the New Credit Agreement); (iv) sets Total Net Leverage Ratios for Test Periods (as such terms are defined in the New Credit Agreement) ending June 30, 2022 through March 31, 2023 at 7.00 to 1.00, reducing quarterly thereafter at the step-downs specified in the New Credit Agreement to 4.50 to 1.00 as of September 30, 2024, in each case subject to up to $12.5 million of cash netting; (v) increases the per annum interest rates applicable to base rate loans to 4.75% or 5.25% and the per annum interest rates applicable to LIBOR loans to 5.75% or 6.25%, in each case plus 0.25% per 0.50x increase above prior financial covenant levels during an applicable period and with the lower rates applying when the Total Net Leverage Ratio as of the applicable measurement date is 3.00 to 1.00 or less; (vi) allows the Company to prepay the loans under the New Credit Agreement at par and allow the Company and its investors to purchase such loans from the Lenders on a pro rata basis (subject to certain limitations set forth in the New Credit Agreement); and (vii) increases financial reporting to the Lenders and imposes certain limitations on the ability of the Company to incur further indebtedness or undertake certain transactions until the Company has significantly reduced certain leverage ratios set forth in the New Credit Agreement. The cash balance requirements are subject to a dollar-for-dollar reduction for payments which reduce the outstanding principal amount of the loans under the New Credit Agreement, and such requirements and limitations on the Company’s ability to make certain restricted payments (including repurchases of its stock) terminate upon achieving a pro forma total leverage ratio (as defined in the New Credit Agreement) of less than 4.00 to 1.00. Two designees of the Lenders will also serve as observers of the Company’s board of directors until the total leverage ratio is less than 4.00 to 1.00. In the event that the outstanding principal amount of the loans under the New Credit Agreement as of August 8, 2022 is not reduced by $10 million as of December 31, 2022, then the Company shall pay to the Lenders an additional amount equal to 0.50% of the outstanding principal amount of the loans under the New Credit Agreement as of December 31, 2022. The cash balance requirements are subject to a dollar-for-dollar reduction for payments which reduce the outstanding principal amount of the loans under the New Credit Agreement, and were so reduced by the Company's repayment of $25 million in December 2022, and such requirements and limitations on the Company’s ability to make certain restricted payments (including repurchases of its stock) terminate upon achieving a pro forma total leverage ratio (as defined in the New Credit Agreement) of less than 4.00 to 1.00. In connection with such amendment, $0.2 million of debt issuance costs were expensed as incurred, and $2.5 million of debt discount was capitalized. On December 6, 2022, we entered into Amendment No. 3 to the New Term Loan (the “Third Amendment”), which, among other things, provide for: (i) the waiver of the Total Net Leverage Ratio (as defined in the Third Amendment) covenant for the fourth quarter of 2022; (ii) a mandatory prepayment by the Company of $25 million on or before December 30, 2022; (iii) the ability of the Company to voluntarily prepay an additional $5 million by March 1, 2023 (the “23Q1 Payment”) to waive the Total Net Leverage Ratio covenant for the first quarter of 2023; (iv) the ability of the Company to prepay $50 million (inclusive of the prepayments described above) to waive the Total Net Leverage Ratio covenant for all of 2023 and to adjust the Total Net Leverage Ratio covenant levels in subsequent periods; (v) the ability of the Company to prepay an aggregate of $65 million (inclusive of the prepayments described above) to eliminate the lenders’ board observer rights provided for under the credit agreement, to eliminate the Applicable Additional Margin (as defined in the Third Amendment), and to waive the Total Net Leverage Ratio covenant for the first quarter of 2024; (vi) the ability of the Company to prepay $75 million (inclusive of the prepayments described above) to waive the Total Net Leverage Ratio covenant for the second quarter of 2024; (vii) the ability of the Company to prepay $115 million (exclusive of the 23Q1 Payment except to the extent such payment is in excess of $5 million) to entirely waive the Total Net Leverage Ratio covenant; and (viii) a covenant by the Company to use 80% of any gross proceeds from its next common equity capital raise to prepay the debt under the Existing Credit Agreement up to an aggregate amount of $50 million, provided that, such cap may be reduced by any other voluntary prepayments after the date of the Third Amendment (exclusive of the 23Q1 Payment except to the extent such payment is in excess of $5 million). All prepayments described above reduce the Company’s cash maintenance covenants under the Existing Credit Agreement on a dollar-for-dollar basis. The other terms of the Existing Credit Agreement were remained substantially unchanged from the Second Amendment. The Company recorded $1.1 million of loss on partial extinguishment of debt related to the mandatory prepayment made in the fourth quarter of 2022 pursuant to the Third Amendment. Quarterly amortization payments were decreased to $0.5 million, commencing on December 31, 2022, as a result of a $25 million prepayment made in December of 2022, with the balance still due at maturity. On February 17, 2023, we entered into Amendment No. 4 to the New Credit Agreement (the “Fourth Amendment”), which, among other things: (i) required that the mandatory prepayment of 80% of PLBY's equity offering proceeds apply only to PLBY's $50 million rights offering completed in February 2023 (thereby reducing the applicable prepayment cap to $40 million), (ii) required an additional $5 million prepayment by us as a condition to completing the Fourth Amendment, and (iii) reduced the prepayment threshold for waiving our Total Net Leverage Ratio financial covenant through June 30, 2024 to $70 million (from the prior $75 million prepayment threshold). Such $70 million of prepayments has been achieved by the Company through the combination of a $25 million prepayment in December 2022, the $40 million prepayment made in connection with the rights offering in February 2023, and the additional $5 million prepayment made at the completion of the Fourth Amendment. As a result of the prepayments described above, we obtained a waiver of the Total Net Leverage Ratio covenant through the second quarter of 2024, eliminated the cash maintenance covenants, eliminated the lenders’ board observer rights and eliminated applicable additional margin which had previously been provided for under the New Credit Agreement, as amended. The other terms of the New Credit Agreement otherwise remain substantially unchanged. 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. Compliance with the financial covenants as of December 31, 2022 was waived pursuant to the terms of the Third Amendment. 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 December 31, 2021. The Aircraft Term Loan required 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. In September 2022, in connection with the sale of the Aircraft (see Note 6, Property and Equipment, Net), the Aircraft Term Loan was repaid in full and all related liens discharged. A loss on early extinguishment of debt, which was comprised of the write-off of certain deferred financing costs and a prepayment penalty, was $0.2 million. Original issue disco unts 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 consolidated statements of operations. Amortization expense related to deferred financing costs was immaterial for the years ended December 31, 2022, 2021 and 2020. Interest expense related to our debt was $16.2 million, $13.3 million and $13.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. The following table sets forth maturities of the principal amount of our term loans as of December 31, 2022 (in thousands): 2023 $ 2,050 2024 2,050 2025 2,050 2026 2,050 2027 193,413 Total $ 201,613 Convertible Promissory Notes Creative Artists Agency–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 | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling InterestOn April 13, 2015, the Company sold 25% of the membership interest in its subsidiary, After Dark LLC, to an unaffiliated third party for $1.0 million. As part of the arrangement the Company granted a put right to this party which provides the right, but not the obligation, to the third party to cause the Company 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. The Company’s controlling interest in this subsidiary requires the operations of this subsidiary to be included in the 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 consolidated balance sheets as of December 31, 2022 and 2021, between liabilities and equity. Net income or loss of After Dark LLC is allocated to its noncontrolling member interest based on the noncontrolling member interest’s ownership percentage. Additionally, the results of operations of the subsidiary that are not attributable to the Company are shown as “Net loss attributable to redeemable noncontrolling interest” in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020. There was no change in the balance of the redeemable noncontrolling interest as After Dark LLC did not have any operating activities during 2022 and 2021 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock The holders of the Company’s common stock have one vote for each share of common stock. Common stockholders are entitled to dividends when, as, and if declared by the Company’s Board of Directors (the “Board”). As of December 31, 2022, no dividends had been declared by the Board. Common stock reserved for future issuance consisted of the following as of the dates shown: December 31, 2022 2021 Shares available for grant under equity incentive plans 492,786 1,150,838 Options issued and outstanding under equity incentive plans 2,599,264 3,211,071 Unvested restricted stock units 2,058,534 585,075 Vested restricted stock units not yet settled 11,761 2,136,650 Unvested performance-based restricted stock units 1,089,045 544,036 Vested performance-based restricted stock units not yet settled — 1,331,031 Shares to be issued pursuant to a license, services and collaboration agreement 48,574 79,485 Maximum number of shares issuable to Glowup sellers pursuant to acquisition indemnity holdback 249,116 249,116 Total common stock reserved for future issuance 6,549,080 9,287,302 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. In connection with our recapitalization that occurred with the consummation of the Business Combination, we eliminated Legacy Playboy’s previously held treasury stock of 1,164,847 shares. We held 700,000 shares of treasury stock as of December 31, 2022. In May 2022, the Board of Directors approved a common stock repurchase program (the “2022 Stock Repurchase Program”), pursuant to which up to $50 million of shares of Company common stock may be repurchased through May 31, 2024. As of the date of this report, no repurchases have been made under the 2022 Stock Repurchase Program. |
Mandatorily Redeemable Preferre
Mandatorily Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Mandatorily Redeemable Preferred Stock | Mandatorily Redeemable Preferred Stock The Company has authorized 5,000,000 shares of preferred stock, with a par value of $0.0001 per share. Of the 5,000,000 authorized preferred shares, 50,000 shares are designated as "Series A Preferred Stock". On May 16, 2022, we issued and sold 25,000 shares of Series A Preferred Stock to Drawbridge DSO Securities LLC (the “Purchaser”) at a price of $1,000 per share, resulting in total gross proceeds to us of $25.0 million. We incurred approximately $1.5 million of fees associated with the transaction, out of which $1.0 million was netted against the gross proceeds. On August 8, 2022, the Company issued and sold the remaining 25,000 shares of Series A Preferred Stock to the Purchaser at a price of $1,000 per share, resulting in additional gross proceeds to the Company of $25.0 million (the “Second Drawdown”). The Company incurred approximately $0.5 million of fees associated with the Second Drawdown, which were netted against the gross proceeds. As a result of the transaction, all of the Company’s authorized shares of Series A Preferred Stock were issued and outstanding as of August 8, 2022. Our Series A Preferred Stock liability, initially valued as of May 16, 2022 (the initial issuance date), and our subsequent Series A Preferred Stock liability, valued as of the August 8, 2022 (the final issuance date), were each calculated using a stochastic interest rate model implemented in a binomial lattice, in order to incorporate the various early redemption features. Such liabilities are subsequently remeasured to fair value for each reporting date using the same valuation methodology as originally applied with updated input assumptions. We recorded $9.4 million of fair value change in nonoperating income as a result of remeasurement of the fair value of our Series A Preferred Stock during the year ended December 31, 2022, out of which $2.6 million was a fair value remeasurement gain recorded upon issuance of the remaining Series A Preferred Stock on August 8, 2022. The fair value of our Series A Preferred Stock liability was $39.1 million, which includes $2.1 million of cumulative preferred dividends, as of December 31, 2022. The Series A Preferred Stock ranks senior and in priority of payment to the Company’s common stock with respect to distributions on liquidation, winding-up and dissolution. Each share of Series A Preferred Stock has an initial liquidation preference of $1,000 per share (the “Liquidation Preference”). Upon an involuntary liquidation event, the Liquidation Preference per share of Series A Preferred Stock will be the sum of (i) the $1,000 (subject to adjustments set forth in the Certificate of Designation), plus (ii) all accumulated and unpaid dividends thereon through, but not including, the date of such liquidation. Holders of shares of Series A Preferred Stock are entitled to cumulative dividends, which are payable quarterly in arrears in cash or, subject to certain limitations, in shares of common stock or any combination thereof, or by increasing the Liquidation Preference for each outstanding share of Series A Preferred Stock to the extent not so paid. Dividends accrue on each share of Series A Preferred Stock at the rate of 8.0% per annum from the date of issuance until the fifth anniversary of the date of issuance, and thereafter such rate will increase quarterly by 1.0%. Dividends were accumulated and not paid on the Series A Preferred Stock in 2022. The aggregate and per-share amounts of arrearages of such accumulated dividends as of December 31, 2022 were $2.1 million and $84.40, respectively. At any time, the Company has the right, at its option, to redeem the Series A Preferred Stock, in whole or in part. The Company will also be required to redeem the Series A Preferred Stock in full on September 30, 2027, or upon certain changes of control of the Company, subject to the terms of the Certificate of Designation. The redemption price will be equal to the initial Liquidation Preference of each share of Series A Preferred Stock to be redeemed multiplied by (i) if any applicable redemption date occurs on or prior to the first anniversary of the closing of a sale of the Series A Preferred Stock, 120%, (ii) if any applicable redemption date occurs after the first anniversary of the closing, but prior to or on the second anniversary of the closing, 125%, (iii) if any applicable redemption date occurs after the second anniversary of the closing, but prior to or on the third anniversary of the closing, 130%, (iv) if any applicable redemption date occurs after the third anniversary of the closing, but prior to or on the fourth anniversary of the closing, 145%, and (v) if any applicable redemption date occurs after the fourth anniversary of the closing, 160%, plus, in each case, a pro rata portion of the increase in the value of the shares of common stock repurchased with the proceeds of the offering of the Series A Preferred Stock as of the applicable redemption date, as set forth in the Certificate of Designation. The redemption price will be payable in cash or, subject to certain limitations, in shares of common stock or any combination of cash and shares of common stock, at the Company’s election. The number of shares potentially issuable in connection with a redemption is limited by applicable stock exchange rules and ownership limitations set forth in the Certificate of Designation. Holders of the Series A Preferred Stock will generally not be entitled to vote on any matter required or permitted to be voted upon by the shareholders of the Company. However, certain matters will require the approval of the holders of not less than the majority of the aggregate Liquidation Preference of the outstanding Series A Preferred Stock, voting as a separate class, including (1) the incurrence or issuance by the Company of certain indebtedness or shares of senior equity securities, (2) certain restricted payments by the Company, (3) certain consolidations, amalgamations or merger transactions involving the Company, (4) certain amendments to the organizational documents of the Company, (5) the incurrence of indebtedness or preferred equity securities by certain subsidiaries of the Company and (6) certain business activities of the Company. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 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 restric ted stock unit awards was an expense of $3.1 million during the year ended December 31, 2021. On February 9, 2021, our stockholders approved our 2021 Equity and Incentive Compensation Plan, w hich became effective following co nsummation of the Business Combination. As of December 31, 2022 , 5,954,208 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. Stock Option Activity Stock option activity under our 2018 and 2021 Plans in 2022 was as follows: Number of Weighted- Weighted- Aggregate intrinsic value (in thousands) Balance – December 31, 2021 3,211,071 $ 7.77 7.9 $ 60,978 Granted — — — — Exercised (495,052) 3.89 — $ 4,028 Forfeited and cancelled (116,755) 9.83 — — Balance – December 31, 2022 2,599,264 $ 8.41 7.2 $ — Exercisable – December 31, 2022 2,112,161 $ 7.02 6.9 $ — Vested and expected to vest as of December 31, 2022 2,599,264 $ 8.41 7.2 $ — 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 the Company’s common stock at December 31, 2022. The grant date fair value of options that vested during the years ended December 31, 2022, 2021 and 2020 was $4.4 million, $2.1 million and $1.1 million, respectively. There were no stock options granted during the year ended December 31, 2022. The options granted during the years ended December 31, 2021 and 2020 had a weighted-average fair value of $6.18 and $3.22 per share, respectively, at the grant date. Cash received by the Company from the exercise of options granted under share-based compensation arrangements was $1.9 million, $2.3 million and $0 in 2022, 2021 and 2020, respectively. The total tax benefit realized from option exercises was $0.6 million, $3.1 million and $0 in 2022, 2021 and 2020, respectively. Restricted Stock Units A summary of restricted stock unit activity under our 2018 and 2021 Plans in 2022 was as follows: Number of Weighted- Unvested and outstanding balance at December 31, 2021 585,075 $ 28.15 Granted 2,050,254 10.55 Vested (343,891) 21.42 Forfeited (232,904) 19.00 Unvested and outstanding balance at December 31, 2022 2,058,534 $ 12.79 The total fair value of restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was approximately $3.6 million, $4.0 million and $1.9 million, respectively. We had 11,761 outstanding and fully vested restricted stock units remained unsettled at December 31, 2022, all of which are expected to be resolved in 2023. As such, they are excluded from outstanding shares of common stock but are included in weighted-average shares outstanding for the calculation of basic net loss per share for the year ended December 31, 2022. The total tax benefit realized from restricted stock units vested was $0.4 million in 2022, and $0 in 2021 and 2020. Performance Stock Units Our performance-based restricted stock units ("PSUs") vest upon achieving each of certain Company stock price milestones during the contractual vesting period. The stock price milestones vary among grantees and are set forth in each grantee’s PSU grant agreement (for example, achievement of each of the following 30-day volume-weighted average prices for a share of Company common stock: $20, $30, $40 and $50). The vesting of PSUs is subject to each grantee’s continued service to the Company. To determine the value of PSUs for stock-based compensation purposes, the Company uses the Monte Carlo simulation valuation model. For each path, the PSUs payoff is calculated based on the contractual terms, whereas the fair value of the PSUs is calculated as the average present value of all modeled payoffs. The determination of the grant date fair value of PSUs issued is affected by a number of variables and subjective assumptions, including (i) the fair value of the Company’s common stock of $9.83, (ii) the expected common stock price volatility over the expected life of the award of 55%, (iii) the term of the award of 7 years, (iv) risk-free interest rate of 2.9%, (v) the exercise price as described above, and (vi) the expected dividend yield of 0%. Forfeitures are recognized when they occur. The total tax impact realized from performance stock units vested was $1.0 million of expense in 2022 and a $0.5 million benefit in 2021. The Company used the same model to calculate the derived service period for each tranche of performance-based stock corresponding to each stock price threshold, resulting in a weighted average derived service period of 3.8 years and 1.88 years for the 2022 and 2021 grants, respectively. For milestones that have not been achieved, such PSUs vest over the derived requisite service period and the fair value of such awards is estimated on the grant date using Monte Carlo simulations. A summary of performance stock unit activity under our 2021 Plan in 2022 was as follows: Number of Weighted- Unvested and outstanding balance at December 31, 2021 544,036 $ 20.49 Granted 571,419 5.68 Vested — — Forfeited (26,410) 20.49 Unvested and outstanding balance at December 31, 2022 1,089,045 $ 12.72 There were no performance-based restricted stock units that vested during the year ended December 31, 2022. The total fair value of performance-based restricted stock units that vested during the year ended December 31, 2021 was approximately $45.8 million. Stock Options Granted To determine the value of stock option awards for stock-based compensation purposes, the Company uses 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 applicable 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: Year Ended December 31, 2021 2020 Fair value of common stock $4.63 - $28.08 $5.02 - $8.69 Expected term, in years 5.49- 5.86 5 - 6.06 Expected volatility 45% - 47% 40% - 50% Risk-free interest rate 0.57% - 1.27% 0.39% - 1.46% Expected dividend yield 0% 0% Stock-Based Compensation Expense Stock-based compensation expense under our Plans was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of sales (1) $ 2,663 $ 1,955 $ 10 Selling and administrative expenses 17,877 56,491 2,978 Total $ 20,540 $ 58,446 $ 2,988 (1) Cost of sales includes $2.1 million, $1.5 million and $0 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 for the year ended December 31, 2022, 2021 and 2020, respectively. The expense presented in the table above is net of capitalized stock-based compensation relating to software development costs of $2.0 million during the year ended December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases Our principal lease commitments are for office, retail store and warehouse spaces under noncancelable operating leases with contractual terms expiring from 2023 to 2033. Some of these leases contain renewal options and rent escalations. We had $1.7 million and $2.0 million in cash collateralized letters of credit related to our corporate headquarters lease as of December 31, 2022 and 2021, respectively. We sublease a part of our New York office space for a period approximating the remaining term of our lease. Our New York office lease expires in 2024. Pursuant to the acquisition of TLA, as disclosed in Note 17, Business Combinations, we had 40 retail stores, one office and one warehouse space as of December 31, 2022, 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 two Pursuant to the acquisition of Honey Birdette, as disclosed in Note 17, Business Combinations, we had 61 retail stores and two office spaces as of December 31, 2022, 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 two Lease cost associated with operating leases is charged to expense in the year incurred and is included in our consolidated statements of oper ations. For the year ended December 31, 2020, lease cost charged to selling, general and administrative expense was $3.1 million. Lease cost for the years ended December 31, 2022 and 2021 is included in the table below. Lease cost charged to cost of sales for the years ended December 31, 2022, 2021 and 2020 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 four As of December 31, 2022 and 2021 the weighted average remaining term of these operating le ases was 5.4 yea rs and the weighted average discount rate used to estimate the net present value of the operating lease liabilities was 6.0% and 4.9%, respectively . Cash payments for amounts included in the measurement of operating lease liabilities were $13.8 million and $7.3 million for th e years ended December 31, 2022 and 2021, respectively. Right of use assets obtained in exchange for new operating lease liabilities were $12.0 million and $3.0 million for the years ended December 31, 2022 and 2021, respectively. Net lease cost recognized in our consolidated statements of operations as of December 31, 2022 and 2021 is summarized as follows (in thousands): Year Ended December 31, 2022 2021 Operating lease cost $ 11,738 $ 9,099 Variable lease cost 2,381 1,370 Short-term lease cost 1,948 674 Sublease income (259) (368) Net lease cost $ 15,808 $ 10,775 Maturities of our operating lease liabilities as of December 31, 2022 are as follows (in thousands): Years ending December 31: Amounts 2023 $ 12,578 2024 11,130 2025 9,386 2026 8,669 2027 5,898 Thereafter 8,453 Total undiscounted lease payments 56,114 Less: imputed interest (9,459) Total operating lease liabilities $ 46,655 Operating lease liabilities, current portion $ 9,977 Operating lease liabilities, noncurrent portion $ 36,678 The following table sets forth the future minimum lease commitments and future sublease income as of December 31, 2020, under operating leases with initial or remaining noncancelable terms in excess of one year prior to the adoption of ASC 842 on January 1, 2021 (in thousands): Minimum Lease Commitments Sublease Income 2021 $ 3,433 $ (288) 2022 3,451 (313) 2023 3,564 (322) 2024 3,828 (246) 2025 3,588 — Thereafter 7,553 — Total $ 25,417 $ (1,169) 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. 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 filed a motion for summary judgment, which is scheduled to be heard by the court on May 19, 2023. Trial is set for January 22, 2024. The parties are currently engaged in discovery. We believe AVS’ claims and allegations are without merit, and we will defend this matter vigorously. 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. After Playboy indicated it would move to dismiss the complaint, TNR received two extensions of time from the court to file an amended complaint. TNR filed its amended complaint on March 16, 2022. On April 25, 2022, Playboy filed a motion to dismiss the complaint. That motion was partially granted, and the court dismissed TNR’s claims under California franchise laws without leave to amend. The parties participated in a court-ordered mediation on February 3, 2023, which did not result in any settlement or resolution of the remaining claims asserted by TNR against Playboy. A trial date has been set for September 26, 2023. We believes TNR’s claims and allegations are without merit, and we will defend this matter vigorously. Indian Harbor Case On October 15, 2018, Playboy Enterprises, Inc. (“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. Indian Harbor filed its reply brief on July 1, 2022. The parties presented oral arguments in front of the appellate court on September 21, 2022. On October 4, 2022, the California appellate court affirmed the Court’s ruling, dismissing Indian Harbor’s claims against Playboy. As such ruling was not appealed, this case was finally resolved in Playboy's favor. 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 alleged 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 alleged, 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. On February 7, 2022, the defendants filed a motion to compel arbitration of this matter pursuant to the arbitration provision in the release agreement. At plaintiff’s request, the court dismissed the state court case on March 4, 2022, without prejudice. It is possible that the plaintiff may re-file his case in arbitration, but, to the Company’s knowledge, he has not yet done so. Playboy believes Mr. Shaw’s claims and allegations are without merit, and Playboy will defend itself vigorously in this matter if it is resumed. 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 the Company’s 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 has continued 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. Such impacts affected China in particular in 2022, as quarantine restrictions and business closures slowed the Chinese economy, causing manufacturing and shipping delays and reducing retail sales. As a result of such disruptions, licensing revenues from certain gaming and retail licensees, including our Chinese licensees, declined in 2022, as compared to prior periods. However, as of the date of this Annual Report, our business as a whole has not suffered any material adverse consequences to date directly related to the COVID-19 pandemic. The extent of the impact of COVID-19 on our future operational and financial performance will depend on certain developments, including the further duration and spread of the outbreak 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 | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table sets forth the domestic and foreign components of income (loss) before income taxes (in thousands): Year ended December 31, 2022 2021 2020 US $ (169,164) $ (73,385) $ 1,801 Foreign (166,599) (7,070) — Total $ (335,763) $ (80,455) $ 1,801 The following table sets forth income tax benefit (expense) (in thousands): Year Ended December 31, 2022 2021 2020 Current expense from income taxes: Federal $ (296) $ — $ — State (573) (219) (237) Foreign (5,284) (3,843) (4,422) Total current expense from income taxes (6,153) (4,062) (4,659) Deferred benefit (expense) from income taxes: Federal 44,410 6,616 567 State 3,763 (2,088) (2,980) Foreign 16,039 2,313 — Total deferred benefit (expense) from income taxes 64,212 6,841 (2,413) Total $ 58,059 $ 2,779 $ (7,072) The following table sets forth a reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate: Year ended December 31, 2022 2021 2020 Federal income tax rate 21.0 % 21.0 % 21.0 % State income tax, net of federal benefit 1.2 (2.4) 10.1 Foreign withholding taxes, net of credits (1) (1.3) (3.2) 189.9 Transaction costs — (2.4) 29.5 Change in the statutory rate 0.1 (1.8) 96.3 Change in valuation allowance (0.7) 4.6 (80.8) Equity compensation (2) (0.2) (9.3) — Foreign rate differential 1.4 0.8 — Adjustment to deferred taxes 0.4 (3.0) 125.4 Impairments (7.2) — — Contingent Consideration 1.7 — — Other 0.9 (1.0) 1.3 Effective rate 17.3 % 3.5 % 392.7 % (1) Forei gn withholding taxes, net of credits relate to foreign tax withholding on royalties received from various foreign jurisdictions. (2) The 2022 and 2021 equity compensation adjustments are mainly related to the windfall tax deductions reduced by the officer compensation limitations. On August 16, 2022, the Inflation Reduction Act ("IRA") was signed into law in the United States and includes a 15% book minimum tax on corporations with financial accounting profits over $1 billion and a 1% excise tax on certain stock buybacks. The IRA also contains numerous clean energy tax incentives related to electricity production, carbon sequestration, alternative vehicles and fuels, and residential and commercial energy efficiency. The IRA did not have any material impact on the Company’s consolidated financial statements as of December 31, 2022. On June 29, 2020, Assembly Bill 85 (“A.B. 85”) was signed into California law. A.B. 85 provides for a three-year suspension of the use of net operating losses for medium and large businesses and a three-year cap on the use of business incentive tax credits to offset no more than $5.0 million of tax per year. A.B. 85 suspends the use of net operating losses for taxable years 2022, 2023 and 2024 for certain taxpayers with taxable income of $1.0 million or more. The carryover period for any net operating losses that are suspended under this provision will be extended. A.B. 85 also requires that business incentive tax credits including carryovers may not reduce the applicable tax by more than $5.0 million for taxable years 2022, 2023 and 2024. Due to A.B.85, the Company is not able to offset its California taxable income with its net operating losses during these years. As of December 31, 2022, the Company had an immaterial amount of unremitted earnings related to certain foreign subsidiaries. The Company intends to continue to reinvest its foreign earnings indefinitely and does not expect to incur any significant United States taxes related to such amounts. Deferred tax assets and liabilities are recognize d for the expected future tax consequences attributable to differences between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to apply in the years in which the temporary differences are expected to reverse. The following table sets forth the significant components of deferred tax assets and liabilities (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 71,699 $ 48,368 Tax credit carryforwards — — Deferred revenue 2,253 1,951 Stock compensation 2,791 3,284 Investment in partnership 5,669 11,409 Fixed Assets 14 — Lease liabilities 10,569 4,417 Other deductible temporary differences 7,213 6,587 Total deferred tax assets 100,208 76,016 Less valuation allowance (65,967) (63,712) Deferred tax assets, net $ 34,241 $ 12,304 Deferred tax liabilities: Fixed assets $ — $ (521) Intangible assets (49,951) (99,676) Right of use assets (9,238) (3,305) Other deductible temporary differences (345) (10) Total deferred tax liabilities (59,534) (103,512) Deferred tax liabilities, net $ (25,293) $ (91,208) The realization of deferred income tax assets may be dependent on the Company’s ability to generate sufficient income in future years in the associated jurisdiction to which the deferred tax assets relate. The Company considers all available positive and negative evidence, including scheduled reversals of deferred income tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based on the review of all positive and negative evidence, including a three-year cumulative pre-tax loss, the Company concluded that except for the deferred tax liability recorded on certain indefinite life intangibles, it should record a full valuation allowance against all other net deferred income tax assets at December 31, 2022 and 2021 as none of these deferred income tax assets were more likely than not to be realized as of the balance sheet dates. However, the amount of the deferred income tax assets considered realizable may be adjusted if estimates of future taxable income during the carryforward period are increased or if objective negative evidence in the form of cumulative losses is no longer present. Based on the level of historical operating results the Company has recorded a valuation allowan ce of $66.0 million and $63.7 million as of December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, the Company’s valuation allowance increased by $2.3 million and decreased by $3.7 million, respectively, mainly driven by certain stock compensation deferred tax assets due to the officers' compensation limitation, and the expiration of state NOLs. As of December 31, 2022, the Company had U.S. federal and state NOL carryforwards of $298.0 million and $109.0 million, respectively, available to offset taxable income in tax year 2022 and thereafter. Of the $298.0 million in federal NOL carryforwards, $116.0 million can be carried forward indefinitely, and the remaining NOL carryforwards start to expire in 2028. Of the $109.0 million in state NOL carryforwards, $5.0 million can be carried forward indefinitely and the remaining start to expire in 2022. The Company also had Australian NOLs of $5.7 million that can be carried forward indefinitely. Tax laws impose restrictions on the utilization of NOL carryforwards and research and development credit carryforwards in the event of a change in ownership of the Company as defined by Internal Revenue Code Sections 382 and 383. The Company has experienced ownership changes in the past that impact the availability of its net operating losses and tax credits. Should there be additional ownership changes in the future, the Company's ability to utilize existing carryforwards could be substantially restricted. A summary of changes to the amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2022 2021 Balance at the beginning of the year $ 751 $ 610 Increase (decrease) for positions taken in the prior year — — Increase (decrease) for positions taken in the current year — 141 Decrease related to settlements with taxing authorities — — Decrease from lapse in statute of limitations — — Balance at the end of the year $ 751 $ 751 The Company records a tax benefit from uncertain tax positions only if it is more likely than not the tax position will be sustained with the taxing authority having full knowledge of all relevant information. The Company records a reduction to deferred tax assets for unrecognized tax benefits from uncertain tax positions as discrete tax adjustments in the first period that the more-likely-than-not threshold is not met. For the year ended December 31, 2022, the Company recorded unrecognized tax benefits of $0.8 million. All unrecognized tax benefits are related to foreign withholding taxes on the Company’s licensing revenue. The reversal of the uncertain tax benefits would affect the effective tax rate. The Company has not incurred any material interest or penalties as of the current reporting period with respect to income tax matters. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. We estimate that none of the unrecognized tax benefits will be recognized over the next 12 months. As of December 31, 2022 and 2021, there were no material interest and penalties associated with unrecognized tax benefits recorded in the Company's consolidated statements of operations or consolidated balance sheets. The Company is subject to examinations by taxing authorities for income tax returns filed in the U.S. federal and states as well as foreign jurisdictions. The Company is no longer subject to income tax examination by the U.S. federal, state or local tax authorities for years ended December 31, 2017 or prior; however, its tax attributes, such as NOL carryforwards, are still subject to examination in the year they are used. In our foreign tax jurisdictions, the statute of limitation for tax years after 2016 remain open for examinations in Australia, and for tax years after 2020 in the UK. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents the reconciliation of weighted-average shares used in computing net loss per share, basic and diluted: Year Ended December 31, 2022 2021 2020 Net loss attributable to PLBY Group Inc. $ (277,704) $ (77,676) $ (5,271) Weighted average shares of common stock outstanding 47,420,376 37,818,301 22,199,591 Vested restricted stock units not issued — 287,435 — Weighted-average shares used in computing net loss per share, basic and diluted 47,420,376 38,105,736 22,199,591 Net loss per share basic and diluted $ (5.86) $ (2.04) $ (0.24) The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Year Ended December 31, 2022 2021 2020 Stock options to purchase common stock 2,599,264 3,211,071 2,594,597 Unvested restricted stock units 2,058,534 585,075 313,976 Unvested performance-based restricted stock units 1,089,045 544,036 — Convertible promissory notes — — 684,615 Total 5,746,843 4,340,182 3,593,188 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Acquisition of TLA Acquisition Corp. On March 1, 2021, we acquired 100% of the equity of TLA Acquisition Corp. (“TLA”) for cash consideration of $24.9 million. TLA is the parent company of the Lovers family of stores, 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. TLA’s operating results were consolidated with ours beginning on March 1, 2021. Therefore, the consolidated results of operations for the year ended December 31, 2022 may not be comparable to the same periods in 2021 and 2020. TLA’s results of operations included in our consolidated results of operations for the year ended December 31, 2021 are presented in the table below (in thousands): Net revenues $ 44,739 Costs and expenses Cost of sales (19,122) Selling and administrative expenses (22,737) Total costs and expenses (41,859) Operating income 2,880 Nonoperating income 5 Income taxes expense (24) Net income $ 2,861 Pro Forma Financial Information (Unaudited) The following table summarizes certain of our supplemental pro forma financial information for the year ended December 31, 2021 and 2020, as if the acquisition of TLA had occurred as of January 1, 2020. The unaudited pro forma financial information for the year ended December 31, 2021 and 2020 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. For the year ended December 31, 2021 , transaction costs incurred by us and TLA were $0.9 million and $0.7 million, respectively. The unaudited pro forma financial information is for comparative purposes only and is not nec essarily 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). Year Ended December 31, 2021 2020 As Reported Pro Forma As Reported Pro Forma Net revenues $ 246,586 $ 255,435 $ 147,662 $ 186,612 Net loss $ (77,676) $ (76,264) $ (5,271) $ (12,717) Acquisition of Honey Birdette On June 28, 2021, we entered into a Share Purchase Agreement to acquire Honey Birdette, a company organized under the laws of Australia. Pursuant to the SPA, on August 9, 2021, 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. Honey Birdette, with 61 stores as of December 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 at closing. (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 at closing, 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 at Closing, as well as fiscal year 2022 forecasted revenue. The fiscal year 2021 EBITDA and Closing true-up 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, 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 measurements of these contingent liabilities.The requirements for the FY22 true-up adjustment were not met and the contingent consideration related to the acquisition of Honey Birdette was no longer contingent. As a result, no liability balance was held as of December 31, 2022 and t he fair value of the lock-up shares was reclassified into additional paid-in capital in the consolidated balance sheet . 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 updates to the estimated purchase price allocation in the fourth quarter of 2021 were primarily due to a decrease in inventory step up adjustment. 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 recorded estimated deferred tax liabilities of $23.0 million and there was no associated tax deduction for goodwill in connection with such acquisition . Honey Birdette’s operating results are consolidated with our operating results beginning on August 9, 2021. Therefore, our consolidated results of operations for the year ended December 31, 2022 may not be comparable to the same period in 2021 and 2020. Honey Birdette’s results of operations included in our consolidated results of operations for the year ended December 31, 2021 are presented in the table below (in thousands): Net revenues $ 32,288 Costs and expenses: Cost of sales (14,445) Selling and administrative expenses (17,341) Total costs and expenses (31,786) Operating income 502 Nonoperating income 559 Benefit (expense) from income taxes 2,162 Net income $ 3,223 Pro Forma Financial Information (Unaudited) The following table summarizes certain of our supplemental pro forma financial information for the year ended December 31, 2021 and 2020, as if the acquisition of Honey Birdette had occurred as of January 1, 2020. The unaudited pro forma financial information for the year ended December 31, 2021 and 2020 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) amortization of the inventory fair value step-up adjustment; (v) tax adjustments calculated using an estimated blended statutory rate of 27.55% based on the predominant taxable jurisdictions of Honey Birdette; and (vi) certain adjustments to convert Honey Birdette’s consolidated income statements from IFRS to U.S. GAAP. Transaction costs incurred by us and Honey Birdette during the year ended December 31, 2021 were $9.0 million and $4.8 million, respectively. 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). Year Ended December 31, 2021 2020 As Reported Pro Forma As Reported Pro Forma Net revenues $ 246,586 $ 292,708 $ 147,662 $ 201,524 Net loss $ (77,676) $ (67,772) $ (5,271) $ (15,931) Acquisition of GlowUp On October 22, 2021, we completed the acquisition (the “GlowUp Merger”) of all of the equity 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.” 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 final 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 and there was no associated tax deduction for goodwill in connection with such acquisition . The results of our content creator platform are consolidated with our operating results beginning on October 22, 2021. Therefore, our consolidated results of operations for the year ended December 31, 2021 may not be comparable to the same period in 2020. Our content creator platform’s results of operations included in our consolidated results of operations for the year ended December 31, 2021 did not have a material impact on our consolidated results of operations. |
Accrued Salaries, Wages, and Em
Accrued Salaries, Wages, and Employee Benefits | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Accrued Salaries, Wages, and Employee Benefits | Accrued Salaries, Wages, and Employee Benefits Our US Employee Investment Savings Plan is a defined-contribution plan consisting of two components: a 401(k) plan and a profit-sharing plan. Eligible employees may participate in our 401(k) plan upon their date of hire. The 401(k) plan offers several mutual fund investment options. The purchase of our stock has never been an option. We make matching contributions to the 401(k) plan based on each participating employee’s contributions and eligible compensation. The matching contribution expense related to this plan was $1.0 million, $0.9 million and $0.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. We are also party to an Australian contribution plan that requires contributions based on a percentage of annual compensation. Contributions to these plans totaled $1.0 million and $0.9 million for the years ended December 31, 2022 and 2021. The profit-sharing plan covers all employees who have completed 12 months of service or at least 1,000 hours. Our discretionary contribution to the profit-sharing plan is distributed to each eligible employee’s account in an amount equal to the ratio of each eligible employee’s compensation, subject to Internal Revenue Service limitations, to the total compensation paid to all such employees. We did not make any contributions to the plan during the years ended December 31, 2022, 2021 and 2020. |
Segments
Segments | 12 Months Ended |
Dec. 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, including online gaming. 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 December 31, 2022), and lingerie company, Honey Birdette, with 58 stores in three countries, as disclosed in Note 17, Business Combinations (61 stores as of December 31, 2022). 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, 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): Year Ended December 31, 2022 2021 2020 Net revenues: Licensing $ 60,861 $ 66,055 $ 63,562 Direct-to-consumer 186,574 147,852 64,116 Digital subscriptions and content 18,709 31,281 18,493 All other 789 1,398 1,491 Total $ 266,933 $ 246,586 $ 147,662 Operating income (loss): Licensing $ (73,979) $ 48,280 $ 43,999 Direct-to-consumer (206,962) (3,021) (752) Digital subscriptions and content (13,016) 9,386 9,945 Corporate (32,439) (124,632) (38,462) All other 711 1,135 (1,118) Total $ (325,685) $ (68,852) $ 13,612 Depreciation and amortization: Licensing $ — $ (284) $ (606) Direct-to-Consumer (7,637) (4,710) (402) Digital Subscriptions and Content (3,843) (297) (240) Corporate (2,133) (2,000) (808) All other — — (203) Total $ (13,613) $ (7,291) $ (2,259) Goodwill: Licensing $ — $ — $ — Direct-to-consumer 90,117 237,477 — Digital subscriptions and content 33,100 33,100 504 Total $ 123,217 $ 270,577 $ 504 Geographic Information Revenue by geography is based on where the customer is located. Long-lived assets, net includes property and equipment, net and operating lease right-of-use assets. The following tables set forth revenue and long-lived assets, net by geographic area as of and for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, Net revenues: 2022 2021 2020 China $ 42,514 $ 43,535 $ 42,569 United States 158,200 152,410 76,365 Australia 41,877 21,379 4 UK 11,683 6,156 5,077 Other 12,659 23,106 23,647 Total $ 266,933 $ 246,586 $ 147,662 December 31, Long-lived assets: 2022 2021 Australia $ 5,747 $ 6,767 United States 50,427 57,401 Other 2,466 1,023 Total $ 58,640 $ 65,191 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On December 19, 2022, we distributed to all holders of record of our common stock as of 5:00 p.m., Eastern Time, on December 16, 2022 (the “Record Date”), for each share of common stock held as of the Record Date, one non-transferable subscription right to purchase 0.30681187 of a share of Common Stock. On January 9, 2023, we filed a prospectus supplement extending the expiration date and amending the subscription price of the rights offering. Each subscription right entitled holders to purchase 0.30681187 of a share of common stock at a subscription price per whole share of common stock equal to the lesser of (i) $3.50 and (ii) eighty-five percent (85%) of the VWAP (as defined below) of a share of our common stock for the ten trading day period through and including January 20, 2023 (the lesser of (i) and (ii), the “Subscription Price”). “VWAP” means, for any trading day, the volume-weighted average price of our common stock on the Nasdaq Global Market (“Nasdaq”), as reported by Bloomberg L.P. between 9:30 a.m. and 4:00 p.m., Eastern Time, on such date. All holders of record were required to subscribe assuming the initial Subscription Price of $3.50 per share. At the expiration of the rights offering on January 23, 2023, the final Subscription Price was $2.5561 per share. The rights offering was completed in February 2023, and we issued 19,561,050 shares of common stock for gross proceeds of $50 million. We received net proceeds of approximately $47.5 million from the rights offering, after the payment of offering fees and expenses. We used $40 million of the net proceeds from the rights offering for repayment of debt under our senior credit agreement, and we intend to use the remainder for other general corporate purposes. On January 16, 2023, the Company, through its wholly-owned subsidiary, Playboy Enterprises, Inc. agreed with Charactopia Licensing Limited (“Charactopia”), the brand management unit of Fung Group, to enter into a shareholders agreement to form “Playboy China”, a joint venture (the “China JV”) that will jointly own and operate the Playboy consumer products business in parts of the China market, including mainland China. The China JV will be governed by a board of directors that will include representatives from both the Company and Charactopia, with the Company retaining majority ownership of the China JV. On January 18, 2023, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with purchasers led by Michael Serruya at Serruya Private Equity and Broadband Capital Investments (the “Purchasers”) for the sale of up to $25 million of shares of common stock of the Company. Pursuant to the terms and subject to the conditions of the Securities Purchase Agreement, the Purchasers agreed to purchase $15.0 million of shares of Common Stock (the “Initial Investment”) and, to the extent that our previously announced rights offering was not fully subscribed, up to an additional $10.0 million (the “Backstop Investment”) of shares of Common Stock, in each case at a price per share equal to the subscription price for the rights offering, which is $2.5561 per share. On January 24, 2023, we issued 5,868,315 shares of common stock for the Initial Investment and an additional 489,026 shares of Common Stock for the $1.25 million commitment fee under the Securities Purchase Agreement. We received $15 million in gross proceeds from the Initial Investment, and net proceeds of approximately $13.75 million from the registered direct offering, after the payment of offering fees and expenses, with such net proceeds to be used for general corporate purposes, which could include the repayment of debt under our senior credit agreement. Due to the rights offering being over-subscribed, we did not issue any shares of common stock pursuant to the Backstop Investment. On January 30, 2023, we entered into a standstill agreement (the “Standstill Agreement”) with Rizvi Traverse Management, LLC (together with its affiliates, "RTM") in connection with the Company’s rights offering that closed in February 2023. Pursuant to the Standstill Agreement, among other limitations, RTM and their affiliates agreed not to purchase shares of our common stock to the extent that RTM and their affiliates’ ownership would exceed 29.99% of our outstanding shares of common stock in the aggregate following any acquisition of common stock during the standstill period. The standstill period means any period from and after January 30, 2023 in which RTM and their affiliates collectively own, beneficially or of record, more than 14.9% of the total outstanding shares of our common stock. On February 17, 2023, we entered into the Fourth Amendment to the New Credit Agreement. Refer to Note 9, Debt for further details. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States, (“GAAP”). |
Out-of-period Reclassification Adjustment to 2021 Consolidated Statements of Operations | Out-of-period Reclassification Adjustment to 2021 Consolidated Statements of Operations The Company previously included $2.5 million of shipping costs in selling and administrative expenses within the consolidated statement of operations for the year ended December 31, 2021. However, these costs have been reclassified as cost of sales to conform to our 2022 presentation. The Company evaluated this inconsistency, and the impact to previously issued financial statements, and concluded that the adjustments and impact of this classification inconsistency is not material to any previously issued quarterly or annual financial statements. To improve the consistency and comparability of the financial statements, management has recorded an out-of-period adjustment to previously reported financial statement line items and related disclosures in this report. This reclassification adjustment to the 2021 consolidated statements of operations did not have any impact on operating income, net income, and earnings per common share. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include our accounts and all majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company follows a monthly reporting calendar, with its fiscal year ending on December 31. Prior to the third quarter of 2022, Honey Birdette (Aust) Pty Limited ("Honey Birdette"), which the Company acquired in August 2021 (see Note 17, Business Combinations) had different fiscal quarter and year ends than the Company. Honey Birdette followed a fiscal calendar widely used by the retail industry which resulted in a fiscal year consisting of a 52- or 53-week period ending on the Sunday closest to December 31. Honey Birdette’s fiscal year previously consisted of four 13-week quarters, with an extra week added to each fiscal year every five or six years. Honey Birdette’s second fiscal quarter in 2022 consisted of 14 weeks. The difference in prior fiscal periods for Honey Birdette and the Company is considered to be immaterial and no related adjustments have been made in the preparation of these consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of 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 fina ncial 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; valuation of our Series A Preferred Stock; 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. |
Business Combinations | Business Combinations We allocate the consideration transferred to the fair value of assets acquired and liabilities assumed based on their estimated fair values. The excess of the consideration transferred over the fair values of these identifiable assets and liabilities is recorded as goodwill. The excess of fair value of the identifiable assets and liabilities over the consideration transferred is recorded as a gain in the consolidated statement of operations. Such valuations require management to make significant estimates and assumptions. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Concentration of Business and Credit Risk | Concentrations of Business and Credit RiskWe maintain certain cash balances in excess of Federal Deposit Insurance Corporation insured limits. We periodically evaluate the credit worthiness of the financial institutions with which we maintain cash deposits. 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 December 31, 2022 and 2021, restricted cash was primarily related to cash collateralized letters of credit we maintained in connection with the lease of our Los Angeles headquarters, as well as Honey Birdette’s term deposit in relation to Sydney office lease. The December 31, 2021 restricted cash balance included a cash collateralized letter of credit we maintained in connection with the purchase of the Company’s aircraft, which letter of credit was released in the fourth quarter of 2022 as a result of the sale of the Company’s aircraft in September 2022. |
Accounts Receivable, Net | Accounts Receivable, Net Trade receivables are reported at their outstanding unpaid balances, less allowances for expected credit losses. The allowances for expected 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 expected credit losses was immaterial at December 31, 2022 and 2021. |
Inventories | Inventories Inventories consist primarily of finished goods and are stated at the lower of cost, using the first-in, first-out (“FIFO”) method, and net realizable value. Inventory reserves are recorded for excess and slow-moving inventory. Our analysis includes a review of inventory quantities on hand at period-end in relation to year-to-date sales, existing orders from customers and projections for sales in the foreseeable future. The net realizable value is determined based on historical sales experience on a style-by-style basis. The valuation of inventory could be impacted by changes in public and consumer preferences, demand for product, changes in the buying patterns of both retailers and consumers and inventory management of customers. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation, except for assets acquired in connection with our business combinations, which are reflected at fair value at the date of combination. Costs incurred for computer software developed or obtained for internal use are capitalized for application development activities and are immediately expensed for preliminary project activities or post-implementation activities. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. The useful life for furniture and equipment ranges from three two |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Our indefinite-lived intangible assets consist of Playboy-branded trademarks. We perform an annual impairment test on Playboy-branded trademarks in the fourth quarter of each fiscal year or as events occur or circumstances change that would more likely than not reduce their fair value below the carrying amount. We evaluate the indefinite-lived Playboy-branded trademarks for impairment utilizing a combination of the income approach and the relief from royalty method. Key assumptions applied in an income approach, using a discounted cash flow analysis, include (i) forecasted sales growth rates and (ii) forecasted profitability, both of which are estimated based on consideration of historical performance and management’s estimate of future performance, and (iii) discount rates that are used to calculate the present value of future cash flows, which rates are derived based on our estimated weighted average cost of capital. Key assumptions used in the relief from royalty valuation model include revenue growth rates, royalty rates and discount rates. Our weighted average cost of capital included a review and assessment of market and capital structure assumptions. The projections we use in the model are updated annually and will change over time based on the historical performance and changing business conditions. If the carrying value of the trademark exceeds its estimated fair value, an impairment charge would be recognized for the excess amount. We perform annual impairment test on goodwill in the fourth quarter of each fiscal year or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying value. We may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is unnecessary. If an impairment test is necessary, we will estimate the fair value of a related reporting unit. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and we will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value. If we determine it is more likely than not that goodwill is not impaired, a quantitative test is not necessary. As a result of macroeconomic factors, we experienced declines in revenue and profitability, causing the Company to test the recoverability of its goodwill and other intangible assets as of September 1, 2022. The quantitative test performed indicated that the fair value of the indefinite-lived Playboy-branded trademarks was less than their carrying value. Our valuation estimate was most sensitive to changes in royalty rates and the cost of capital. We recognized $116.0 million of impairment charges on our indefinite-lived assets at the impairment date in the third quarter of 2022. A quantitative impairment test performed on goodwill, utilized the income approach, under which fair value was determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The quantitative test performed indicated that the carrying value of certain of our reporting units exceeded their fair value. As a result, we recognized $133.8 million of impairment charges on our goodwill at the impairment date in the third quarter of 2022. Based on our annual impairment tests, we determined there were no impairment charges to goodwill and our indefinite-lived assets to be recognized in the fourth quarter of 2022. Definite-lived intangible assets include distribution agreements, photo and magazine archives, developed technology, licensing agreements, and trade names and customer lists, which we recognized in connection with our business combinations. Because these assets were recognized as identifiable intangible assets in connection with our previous business combinations, we do not incur costs to renew or extend their terms. All of our definite-lived intangible assets are amortized using the straight-line method over their useful lives. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The carrying amounts of long-lived assets, including property and equipment, stores, acquired intangible assets and right-of-use operating lease assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate over their remaining lives. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to their fair value. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the revised shorter useful life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. As a result of macroeconomic factors, we experienced declines in direct-to-consumer revenue and profitability in the third quarter of 2022, causing the Company to test recoverability as of September 1, 2022. Recoverability tests for our amortizable trade names as of September 1, 2022 indicated that a quantitative impairment test would be necessary. The fair values of our amortizable trade names and certain other assets were less than their carrying values. As a result, we recognized $55.1 million of impairment charges on our trade names and certain other long-lived assets at the impairment date. There were no events or changes in circumstances since the September 1, 2022 impairment date that would indicate that the carrying value of our long-lived assets would not be recoverable. As a result, no impairment charges to our definite-lived assets were recognized during the fourth quarter of 2022. |
Digital Assets | Digital Assets Digital assets are initially recorded at cost and are subsequently remeasured at cost, net of any impairment losses on our consolidated balance sheets. We assign costs to digital asset transactions on a first-in, first-out basis. Gains or losses are not recorded until realized upon sale(s). |
Leases | Leases Prior to January 1, 2021, we categorize leases at their inception as either operating or capital. In the ordinary course of business, we entered into noncancelable operating leases for office space. We recognize lease costs on a straight-line basis and treat lease incentives as a reduction of rent expense over the term of the agreement. The differences between cash rent payments and rent expense are recorded as deferred rent liabilities. Upon adoption of Topic 842 on January 1, 2021, we determine if an arrangement is a lease, or contains a lease, by evaluating whether there is an identified asset and whether we control the use of the identified asset throughout the period of use. We determine the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. We use the non-cancelable lease term when recognizing the right-of-use ("ROU") assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. We account for lease components and non-lease components as a single lease component. Modifications are assessed to determine whether incremental differences result in new contract terms and accounted for as a new lease or whether the additional right of use should be included in the original lease and continue to be accounted for with the remaining ROU asset. |
Treasury Stock | Treasury Stock Treasury stock is stated at cost. |
Revenue Recognition | Revenue Recognition We recognize revenue when we transfer promised goods or services in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. This is determined by following a five-step process which includes (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price and (5) recognizing revenue when or as we satisfy a performance obligation. We apply judgment to determine the nature of the promises within a revenue contract and whether those promises represent distinct performance obligations. In determining the transaction price, we do not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of cumulative revenue when the uncertainty is resolved. We evaluate the nature of the license as to whether it provides a right to access or right to use the intellectual property (“IP”), which then determines whether the revenue is recognized over time or at a point in time. Sales or usage-based royalties received in exchange for licenses of IP are recognized at the later of when (1) the subsequent sale or usage occurs or (2) the performance obligation to which some or all of the sales or usage-based royalty has been allocated is satisfied. Licensing We license trademarks under multi-year arrangements with consumer products, online gaming and location-based entertainment businesses. Typically, the initial contract term ranges between one Direct-To-Consumer Products We generate revenue from the sale of intimate and other apparel, Halloween costumes and accessories, primarily through our direct-to-consumer channels (e-commerce sites and brick-and-mortar retail stores). We recognize e-commerce revenue upon delivery of the purchased goods to the buyer as our performance obligation, consisting of the sale of goods, is satisfied at this point in time when control is transferred. We recognize retail store revenue at a point in time when a store satisfies a performance obligation and transfers control of the product to the customer. Our revenue is recognized net of incentives and estimated returns. We periodically offer promotional incentives to customers, including basket promotional code discounts and other credits, that are treated as a reduction of revenue. A portion of consumer product sales is generated through third-party sellers, who list the product on their websites. These sales are either fulfilled by us or through the third-party seller’s fulfillment services. We recognize the fees retained by the third-party sellers as expenses in cost of sales for inventory provided through drop-shipment arrangements. We charge shipping fees to customers. Since control transfers to the customer after the shipping and handling activities, we account for these activities as fulfillment activities. All outbound shipping and handling costs are accounted for as fulfillment costs in cost of sales at the time revenue is recognized. Digital Subscriptions and Content Digital subscription revenue is derived from subscription sales of playboyplus.com and playboy.tv , which are online content platforms. Digital subscriptions represent a stand-ready obligation to provide continuous access to the platform, which is satisfied ratably over the term of the subscription. We receive fixed consideration shortly before the start of the subscription periods from these contracts, which are primarily sold in monthly, annual, or lifetime subscriptions. Revenues from lifetime subscriptions are recognized ratably over a five-year period, representing the estimated period during which the customer accesses the platforms. Revenues from digital subscriptions are recognized ratably over the subscription period. Revenues generated from the sales of creator offerings to consumers via our creator platform on playboy.com are recognized at the point in time when the sale is processed. Revenues generated from subscriptions to our creator platform are recognized ratably over the subscription period. We record revenue from sales of our tokenized digital art and collectibles at the point in time when the control is transferred on a gross basis. We are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors. We determined that we are the principal in these transactions as we have custody and control of our digital assets prior to the sale to the customer, and discretion and latitude in establishing the price. We also license our programming content to certain cable television operators and direct-to-home satellite television operators who pay royalties based on monthly subscriber counts and pay-per-view and video-on-demand buys for the right to distribute our programming under the terms of affiliation agreements. The distinct performance obligations under such affiliation agreements include (i) a continuous transmission service to deliver live linear feeds and (ii) licenses to our functional IP that are provided over the contract term that provide the operators the right to use our content library as it exists at a point in time. For both performance obligations, our IP is the predominant or sole item to which the royalties relate. Royalties are generally collected monthly and revenue is recognized as earned. The amount of royalties due to us is reported by operators based on actual subscriber and transaction levels. Such information is generally not received until after the close of the reporting period. In these cases, we follow the variable consideration framework and constraint guidance to estimate the number of subscribers and transactions to recognize royalty amounts based on historical experience. Historical adjustments to recorded estimates have not been material. We offer sales incentives through various programs, consisting primarily of co-op marketing. We record advertising with customers as a reduction to revenue unless we receive a distinct benefit in exchange for credits claimed by the customer and can reasonably estimate the fair value of the distinct benefit received, in which case we record it as a marketing expense. Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when we have an unconditional right to consideration which will become due solely due to the passage of time. We record a contract asset when revenue is recognized prior to invoicing or payment is contingent upon transfer of control of an unsatisfied performance obligation. We record a contract liability (deferred revenue) when revenue is recognized subsequent to cash collection. For long-term non-cancelable contracts whereby we have begun satisfying the performance obligation, we will record contract assets for the unbilled consideration which is contingent upon our future performance. Contract assets and contract liabilities are netted on a contract-by-contract basis. Cost of Sales Cost of sales primarily consist of merchandise costs, warehousing and fulfillment costs, agency fees, marketplace traffic acquisition costs, website expenses, credit card processing fees, personnel costs including stock-based compensation, Playboy Television operating expenses, costs associated with branding events, paper and printing costs, customer shipping and handling expenses, fulfillment activity costs, and freight-in expenses. |
Selling and Administrative | Selling and Administrative ExpensesSelling and administrative expenses primarily consist of corporate office and retail store occupancy costs, personnel-related costs including stock-based compensation, and contractor fees for accounting/finance, legal, human resources, information technology and other administrative functions, changes in the fair value of contingent consideration, general marketing and promotional activities and insurance. |
Advertising Costs | Advertising CostsWe expense advertising costs as incurred. Advertising expenses were $22.4 million, $22.7 million and $10.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. We also have various arrangements with customers pursuant to which we reimburse them for a portion of their advertising costs in the form of co-op marketing which provide advertising benefits to us. The costs that we incur for such advertising costs are recorded as a reduction of revenue. |
Related Party Expenses | Related Party ExpensesRelated party expenses consist of management fees paid to an affiliate of one of our stockholders for management and consulting services pursuant to a management agreement from 2011. We terminated this agreement in the first quarter of 2021 upon consummation of the Business Combination. |
Stock-Based Compensation | Stock-Based Compensation We measure compensation expense for all stock-based payment awards, including stock options, restricted stock units and performance stock units granted to employees, directors, and nonemployees, based on the estimated fair value of the awards on the date of grant. Compensation expense is recognized ratably in earnings, generally over the period during which the recipient is required to provide service. We adjust compensation expense based on actual forfeitures, as necessary. Our stock options vest ratably over the contractual vesting period, which is generally three |
Income Taxes | Income Taxes We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. The carrying amounts of deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, the duration of statutory carryforward periods, and tax planning alternatives. Playboy uses a two-step approach in recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals and litigation processes, if any. The second step is to measure the largest amount of tax benefit as the largest amount that is more likely than not to be realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Significant management judgment is required in determining provision for income taxes, deferred tax assets and liabilities, tax contingencies, unrecognized tax benefits, and any required valuation allowance, including taking into consideration the probability of the tax contingencies being incurred. Management assesses this probability based upon information provided by its tax advisers, its legal advisers and similar tax cases. If at a later time the assessment of the probability of these tax contingencies changes, accrual for such tax uncertainties may increase or decrease. The Company has a valuation allowance due to management’s overall assessment of risks and uncertainties related to its future ability in the US to realize and, hence, utilize certain deferred tax assets, primarily consisting of net operating losses ("NOLs"), carry forward temporary differences and future tax deductions. The effective tax rate for annual and interim reporting periods could be impacted if uncertain tax positions that are not recognized are settled at an amount which differs from the Company's estimate. Finally, if the Company is impacted by a change in the valuation allowance resulting from a change in judgment regarding the realizability of deferred tax assets, such effect will be recognized in the interim period in which the change occurs. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and other gains and losses affecting stockholders’ deficit that, under GAAP, are excluded from net loss. Our other comprehensive loss represents foreign currency translation adjustment attributable to Honey Birdette operations. Refer to Consolidated Statements of Comprehensive Loss. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to PLBY Group, Inc. stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net 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 On January 1, 2021, we adopted accounting standard update ("ASU") 2019-12 , Income Taxes — Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”), which simplifies income tax accounting in various areas including, but not limited to, the accounting for hybrid tax regimes, tax implications related to business combinations, and interim period accounting for enacted changes in tax law, along with some codification improvements. The adoption of this standard had no material impact on our financial statements. On January 1, 2021, we adopted Accounting Standards Codification, Topic 842, Leases (“ASC 842”), which supersedes the guidance in former ASC 840, Leases . This standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases today. We adopted ASC 842 using the alternative transition method. Comparative information has not been restated and will continue to be reported under accounting standards in effect for those periods. In adopting the new guidance, we elected to apply the package of transition practical expedients, which allows us not to reassess: (1) whether any expired or existing contracts contain leases under the new definition of a lease; (2) lease classification for any expired or existing leases; and (3) whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. In transition, we did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use assets. We further elected to apply the short-term lease policy under which lease arrangements with a term of 12 months or less will be recognized on the statement of operations on a straight-line basis over the lease term. Lastly, we elected, for all of our leases, to not separate lease and nonlease components. Each lease component is accounted for separately from other lease components, but together with the associated nonlease components, such as utilities, common area maintenance or promotional fund charges). Variable lease payments that are not dependent on an index or a rate are excluded from the determination of right-of-use assets and lease liabilities and such payments are recognized as expense in the period when the related obligation is incurred. The adoption of ASC 842 resulted in the recognition of a new right-of-use assets and lease liabilities on the balance sheet for all operating leases. As a result of the ASC 842 adoption on January 1, 2021, we recorded operating right-of-use assets of $15.7 million, including an offset to deferred rent of $1.2 million, along with associated operating lease liabilities of $16.9 million. On January 1, 2021, we adopted ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, and its related amendments (collectively “Topic 326”). This guidance modifies the financial instrument incurred loss impairment model by requiring entities to use a forward-looking approach based on expected losses and to consider a broader range of reasonable and supportable information to estimate credit losses on certain types of financial instruments, including accounts receivable. We adopted Topic 326 using a modified retrospective basis and did not have a material impact on our consolidated financial statements or related disclosures. Accounting Pronouncements Issued but Not Yet Adopted In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. This ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020, through December 31, 2022. In January 2021, FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) in response to concerns about structural risks in accounting for reference rate reform. That ASU clarifies certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that affected by the discontinuing transition. LIBOR is used as an index rate for our New Term Loan as of December 31, 2022 (see Note 9, Debt). If reference rates are discontinued, the existing contracts will be modified to replace the discontinued rate with a replacement rate. For accounting purposes, such contract modifications would have to be evaluated to determine whether the modified contract is a new contract or a continuation of an existing contract. If they are considered new contracts, the previous contract would be extinguished. Under one of the optional expedients of ASU 2020-04, modifications of contracts within the scope of Topic 310, receivables, and Topic 470, Debt, will be accounted for by prospectively adjusting the effective interest rates and no such evaluation is required. When elected, the optional expedient for contract modifications must be applied consistently for all eligible contracts or eligible transactions. The Company is in the process of evaluating the impact of this pronouncement of those financial assets and liabilities where LIBOR is used as an index rate. In December 2022, FASB issued ASU 2022-06. Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 . This ASU provides an update to defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which all entities will no longer be permitted to apply the relief provided pursuant to such ASU, Topic 848. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Reverse Recapitalization | The following table reconciles the elements of the Merger to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended December 31, 2021 (in thousands): Cash - trust account and cash $ 54,044 Cash - PIPE Investment 46,844 Less: transaction costs paid in 2021 (977) Net contributions from Merger and PIPE Investment 99,911 Less: transaction costs paid in 2020 (292) Merger and PIPE Investment $ 99,619 |
Schedules of Concentration of Risk, by Risk Factor | The following table represents receivables from the Company's customers exceeding 10% of our total as of December 31, 2022 and 2021: Customer December 31, December 31, Customer A * 30 % Customer B * 15 % Customer C 24 % * *Indicates the receivables for the customer did not exceed 10% of the Company’s total as of December 31, 2022 or 2021, as applicable. The following table represents revenue from the Company's customers exceeding 10% of the total for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, Customer 2022 2021 2020 Customer A * * 11 % Customer B * * * Customer C * * 15 % *Indicates revenues for the customer did not exceed 10% of the Company’s total for the years ended December 31, 2022, 2021 or 2020, as applicable. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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): December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration liability $ — $ — $ (835) $ (835) Preferred stock liability — — (39,099) (39,099) Total Liabilities $ — $ — $ (39,934) $ (39,934) 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 year ended December 31, 2022 (in thousands): PSARs Liability Contingent Consideration Preferred Stock Liability Total Balance at December 31, 2020 $ 858 $ — $ — $ 858 Issuance of contingent consideration in connection with our acquisitions — 34,390 — 34,390 PSARs liability settlement (846) — — (846) Change in fair value and other (12) 2,240 — 2,228 Balance at December 31, 2021 $ — $ 36,630 $ — $ 36,630 Preferred stock liability in relation to the issuance of preferred stock — — 45,892 45,892 Change in fair value and other — (30,619) (6,793) (37,412) Partial settlement of the contingent consideration relating to the acquisition of GlowUp — (362) — (362) Release of the contingent consideration relating to the acquisition of Honey Birdette — (4,814) — (4,814) Balance at December 31, 2022 $ — $ 835 $ 39,099 $ 39,934 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 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): Year Ended December 31, 2022 Licensing Direct-to- Digital Other Total Licensing $ 60,861 $ — $ — $ — $ 60,861 Digital Subscriptions and Magazine — — 9,333 789 10,122 TV and Cable Programming — — 9,376 — 9,376 Consumer Products — 186,574 — — 186,574 Total revenues $ 60,861 $ 186,574 $ 18,709 $ 789 $ 266,933 Year Ended December 31, 2021 Licensing Direct-to- Digital Other Total Licensing $ 66,055 $ — $ — $ — $ 66,055 Digital Subscriptions and Magazine — — 20,827 1,398 22,225 TV and Cable Programming — — 10,454 — 10,454 Consumer Products — 147,852 — — 147,852 Total revenues $ 66,055 $ 147,852 $ 31,281 $ 1,398 $ 246,586 Year Ended December 31, 2020 Licensing Direct-to- Digital Other Total Licensing $ 63,562 $ — $ — $ — $ 63,562 Digital Subscriptions and Magazine — — 8,658 771 9,429 TV and Cable Programming — — 9,835 692 10,527 Consumer Products — 64,116 — 28 64,144 Total revenues $ 63,562 $ 64,116 $ 18,493 $ 1,491 $ 147,662 The following table disaggregates revenue by point-in-time versus over time (in thousands): Year Ended December 31, 2022 2021 2020 Point in time $ 186,748 $ 159,683 $ 64,116 Over time 80,185 86,903 83,546 Total revenues $ 266,933 $ 246,586 $ 147,662 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | 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): December 31, 2022 2021 Editorial and other pre-publication costs $ 690 $ 263 Merchandise finished goods 32,399 39,618 Total $ 33,089 $ 39,881 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 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): December 31, 2022 2021 Prepaid taxes $ 3,150 $ — Prepaid foreign withholding taxes — 2,431 Deposits 205 1,302 Prepaid insurance 1,074 1,209 Contract assets, current portion 2,559 77 Software implementation and subscription costs 3,276 1,910 Prepaid inventory not yet received 3,491 2,749 Prepaid platform fees 1,126 130 Other 2,879 3,608 Total $ 17,760 $ 13,416 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consists of the following (in thousands): December 31, 2022 2021 Aircraft $ — $ 13,298 Leasehold improvements 13,461 9,619 Construction in progress 782 3,317 Equipment 4,103 1,381 Internally developed software 7,096 2,001 Furniture and fixtures 2,185 5,209 Total property and equipment, gross 27,627 34,825 Less: accumulated depreciation (10,252) (8,380) Total $ 17,375 $ 26,445 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The table below summarizes our intangible assets, net (in thousands): December 31, 2022 2021 Digital assets, net $ 327 $ 6,836 Total amortizable intangible assets, net 20,267 86,519 Total indefinite-lived intangible assets 216,014 331,925 Total $ 236,608 $ 425,280 Our amortizable intangible assets consisted of the following (in thousands): Weighted- Gross Carrying Accumulated Impairments* Net Carrying December 31, 2022 Trade names 11.9 $ 76,619 $ (8,404) $ (48,733) $ 19,482 Distribution agreements 15 3,720 (2,935) — 785 Customer list 10 1,180 (315) (865) — Developed technology 3 2,300 (2,300) — — Total $ 83,819 $ (13,954) $ (49,598) $ 20,267 _________________ *Includes the impairment charges on trade names of $52.3 million during the year ended December 31, 2022. The offset relates to foreign currency translation. Weighted- Gross Carrying Accumulated Impairments Net Carrying 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): December 31, 2022 2021 Digital assets, net $ 327 $ 6,836 Total amortizable intangible assets, net 20,267 86,519 Total indefinite-lived intangible assets 216,014 331,925 Total $ 236,608 $ 425,280 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2022, expected amortization expense relating to definite-lived intangible assets for the next five years and thereafter is as follows (in thousands): 2023 $ 2,074 2024 2,074 2025 2,074 2026 1,867 2027 1,826 Thereafter 10,352 Total $ 20,267 |
Schedule of Goodwill | Changes in the carrying value of goodwill for the years ended December 31, 2022 and 2021 were as follows (in thousands): Gross Goodwill Impairments Net Goodwill Balance at December 31, 2020 $ 504 $ — $ 504 Acquisition of TLA 16,374 — 16,374 Acquisition of Honey Birdette 223,381 — 223,381 Acquisition of GlowUp 32,603 — 32,603 Foreign currency translation adjustment (2,285) — (2,285) Balance at December 31, 2021 $ 270,577 $ — $ 270,577 Foreign currency translation adjustment in relation to Honey Birdette (13,032) — (13,032) Impairments — (134,328) (134,328) Balance at December 31, 2022 $ 257,545 $ (134,328) $ 123,217 *Includes the impairment charges on goodwill of $131.6 million during the year ended December 31, 2022. The offset relates to foreign currency translation. Changes in the recorded carrying value of goodwill for the year ended December 31, 2022 by reportable segment were as follows (in thousands): Direct-to-Consumer Licensing Digital Subscriptions and Content Balance at December 31, 2021 $ 237,477 $ — $ 33,100 Foreign currency translation and other adjustments (13,032) — — Impairments (134,328) — — Balance at December 31, 2022 $ 90,117 $ — $ 33,100 |
Other Current Liabilities and_2
Other Current Liabilities and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 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): December 31, 2022 2021 Accrued interest $ 2,096 $ 1,476 Accrued agency fees and commissions 7,785 3,456 Outstanding gift cards and store credits 4,592 4,960 Inventory in transit 7,231 8,323 Taxes 5,552 5,654 Other 6,483 8,548 Total $ 33,739 $ 32,417 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | The following table sets forth debt (in thousands): December 31, 2022 2021 Term loan, due 2027 (as refinanced and amended) $ 201,613 $ 228,850 Airplane term loan, due 2026 — 8,569 Total debt 201,613 237,419 Less: unamortized debt issuance costs (1,822) (2,389) Less: unamortized debt discount (6,616) (6,180) Total debt, net of unamortized debt issuance costs and debt discount 193,175 228,850 Less: current portion of long-term debt (2,050) (2,808) Total debt, net of current portion $ 191,125 $ 226,042 |
Schedule of Maturities of the Principal Amount of Debt | The following table sets forth maturities of the principal amount of our term loans as of December 31, 2022 (in thousands): 2023 $ 2,050 2024 2,050 2025 2,050 2026 2,050 2027 193,413 Total $ 201,613 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consisted of the following as of the dates shown: December 31, 2022 2021 Shares available for grant under equity incentive plans 492,786 1,150,838 Options issued and outstanding under equity incentive plans 2,599,264 3,211,071 Unvested restricted stock units 2,058,534 585,075 Vested restricted stock units not yet settled 11,761 2,136,650 Unvested performance-based restricted stock units 1,089,045 544,036 Vested performance-based restricted stock units not yet settled — 1,331,031 Shares to be issued pursuant to a license, services and collaboration agreement 48,574 79,485 Maximum number of shares issuable to Glowup sellers pursuant to acquisition indemnity holdback 249,116 249,116 Total common stock reserved for future issuance 6,549,080 9,287,302 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Stock option activity under our 2018 and 2021 Plans in 2022 was as follows: Number of Weighted- Weighted- Aggregate intrinsic value (in thousands) Balance – December 31, 2021 3,211,071 $ 7.77 7.9 $ 60,978 Granted — — — — Exercised (495,052) 3.89 — $ 4,028 Forfeited and cancelled (116,755) 9.83 — — Balance – December 31, 2022 2,599,264 $ 8.41 7.2 $ — Exercisable – December 31, 2022 2,112,161 $ 7.02 6.9 $ — Vested and expected to vest as of December 31, 2022 2,599,264 $ 8.41 7.2 $ — |
Schedule of restricted stock unit activity | A summary of restricted stock unit activity under our 2018 and 2021 Plans in 2022 was as follows: Number of Weighted- Unvested and outstanding balance at December 31, 2021 585,075 $ 28.15 Granted 2,050,254 10.55 Vested (343,891) 21.42 Forfeited (232,904) 19.00 Unvested and outstanding balance at December 31, 2022 2,058,534 $ 12.79 |
Schedule of performance stock unit activity | A summary of performance stock unit activity under our 2021 Plan in 2022 was as follows: Number of Weighted- Unvested and outstanding balance at December 31, 2021 544,036 $ 20.49 Granted 571,419 5.68 Vested — — Forfeited (26,410) 20.49 Unvested and outstanding balance at December 31, 2022 1,089,045 $ 12.72 |
Schedule of assumptions used to determine fair value of options granted | For options granted during the applicable 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: Year Ended December 31, 2021 2020 Fair value of common stock $4.63 - $28.08 $5.02 - $8.69 Expected term, in years 5.49- 5.86 5 - 6.06 Expected volatility 45% - 47% 40% - 50% Risk-free interest rate 0.57% - 1.27% 0.39% - 1.46% Expected dividend yield 0% 0% |
Schedule of allocated share-based compensation expense | Stock-based compensation expense under our Plans was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of sales (1) $ 2,663 $ 1,955 $ 10 Selling and administrative expenses 17,877 56,491 2,978 Total $ 20,540 $ 58,446 $ 2,988 (1) Cost of sales includes $2.1 million, $1.5 million and $0 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 for the year ended December 31, 2022, 2021 and 2020, respectively. |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | Net lease cost recognized in our consolidated statements of operations as of December 31, 2022 and 2021 is summarized as follows (in thousands): Year Ended December 31, 2022 2021 Operating lease cost $ 11,738 $ 9,099 Variable lease cost 2,381 1,370 Short-term lease cost 1,948 674 Sublease income (259) (368) Net lease cost $ 15,808 $ 10,775 |
Lessee, Operating Lease, Liability, Maturity | Maturities of our operating lease liabilities as of December 31, 2022 are as follows (in thousands): Years ending December 31: Amounts 2023 $ 12,578 2024 11,130 2025 9,386 2026 8,669 2027 5,898 Thereafter 8,453 Total undiscounted lease payments 56,114 Less: imputed interest (9,459) Total operating lease liabilities $ 46,655 Operating lease liabilities, current portion $ 9,977 Operating lease liabilities, noncurrent portion $ 36,678 The following table sets forth the future minimum lease commitments and future sublease income as of December 31, 2020, under operating leases with initial or remaining noncancelable terms in excess of one year prior to the adoption of ASC 842 on January 1, 2021 (in thousands): Minimum Lease Commitments Sublease Income 2021 $ 3,433 $ (288) 2022 3,451 (313) 2023 3,564 (322) 2024 3,828 (246) 2025 3,588 — Thereafter 7,553 — Total $ 25,417 $ (1,169) |
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity | Maturities of our operating lease liabilities as of December 31, 2022 are as follows (in thousands): Years ending December 31: Amounts 2023 $ 12,578 2024 11,130 2025 9,386 2026 8,669 2027 5,898 Thereafter 8,453 Total undiscounted lease payments 56,114 Less: imputed interest (9,459) Total operating lease liabilities $ 46,655 Operating lease liabilities, current portion $ 9,977 Operating lease liabilities, noncurrent portion $ 36,678 The following table sets forth the future minimum lease commitments and future sublease income as of December 31, 2020, under operating leases with initial or remaining noncancelable terms in excess of one year prior to the adoption of ASC 842 on January 1, 2021 (in thousands): Minimum Lease Commitments Sublease Income 2021 $ 3,433 $ (288) 2022 3,451 (313) 2023 3,564 (322) 2024 3,828 (246) 2025 3,588 — Thereafter 7,553 — Total $ 25,417 $ (1,169) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The following table sets forth the domestic and foreign components of income (loss) before income taxes (in thousands): Year ended December 31, 2022 2021 2020 US $ (169,164) $ (73,385) $ 1,801 Foreign (166,599) (7,070) — Total $ (335,763) $ (80,455) $ 1,801 |
Schedule of Components of Income Tax Expense (Benefit) | The following table sets forth income tax benefit (expense) (in thousands): Year Ended December 31, 2022 2021 2020 Current expense from income taxes: Federal $ (296) $ — $ — State (573) (219) (237) Foreign (5,284) (3,843) (4,422) Total current expense from income taxes (6,153) (4,062) (4,659) Deferred benefit (expense) from income taxes: Federal 44,410 6,616 567 State 3,763 (2,088) (2,980) Foreign 16,039 2,313 — Total deferred benefit (expense) from income taxes 64,212 6,841 (2,413) Total $ 58,059 $ 2,779 $ (7,072) |
Schedule of Effective Income Tax Rate Reconciliation | The following table sets forth a reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate: Year ended December 31, 2022 2021 2020 Federal income tax rate 21.0 % 21.0 % 21.0 % State income tax, net of federal benefit 1.2 (2.4) 10.1 Foreign withholding taxes, net of credits (1) (1.3) (3.2) 189.9 Transaction costs — (2.4) 29.5 Change in the statutory rate 0.1 (1.8) 96.3 Change in valuation allowance (0.7) 4.6 (80.8) Equity compensation (2) (0.2) (9.3) — Foreign rate differential 1.4 0.8 — Adjustment to deferred taxes 0.4 (3.0) 125.4 Impairments (7.2) — — Contingent Consideration 1.7 — — Other 0.9 (1.0) 1.3 Effective rate 17.3 % 3.5 % 392.7 % (1) Forei gn withholding taxes, net of credits relate to foreign tax withholding on royalties received from various foreign jurisdictions. |
Schedule of Deferred Tax Assets and Liabilities | The following table sets forth the significant components of deferred tax assets and liabilities (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 71,699 $ 48,368 Tax credit carryforwards — — Deferred revenue 2,253 1,951 Stock compensation 2,791 3,284 Investment in partnership 5,669 11,409 Fixed Assets 14 — Lease liabilities 10,569 4,417 Other deductible temporary differences 7,213 6,587 Total deferred tax assets 100,208 76,016 Less valuation allowance (65,967) (63,712) Deferred tax assets, net $ 34,241 $ 12,304 Deferred tax liabilities: Fixed assets $ — $ (521) Intangible assets (49,951) (99,676) Right of use assets (9,238) (3,305) Other deductible temporary differences (345) (10) Total deferred tax liabilities (59,534) (103,512) Deferred tax liabilities, net $ (25,293) $ (91,208) |
Summary of Income Tax Contingencies | A summary of changes to the amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2022 2021 Balance at the beginning of the year $ 751 $ 610 Increase (decrease) for positions taken in the prior year — — Increase (decrease) for positions taken in the current year — 141 Decrease related to settlements with taxing authorities — — Decrease from lapse in statute of limitations — — Balance at the end of the year $ 751 $ 751 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the reconciliation of weighted-average shares used in computing net loss per share, basic and diluted: Year Ended December 31, 2022 2021 2020 Net loss attributable to PLBY Group Inc. $ (277,704) $ (77,676) $ (5,271) Weighted average shares of common stock outstanding 47,420,376 37,818,301 22,199,591 Vested restricted stock units not issued — 287,435 — Weighted-average shares used in computing net loss per share, basic and diluted 47,420,376 38,105,736 22,199,591 Net loss per share basic and diluted $ (5.86) $ (2.04) $ (0.24) |
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 loss per share due to their anti-dilutive effect: Year Ended December 31, 2022 2021 2020 Stock options to purchase common stock 2,599,264 3,211,071 2,594,597 Unvested restricted stock units 2,058,534 585,075 313,976 Unvested performance-based restricted stock units 1,089,045 544,036 — Convertible promissory notes — — 684,615 Total 5,746,843 4,340,182 3,593,188 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [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 final 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 Consolidated Results of Operations in Business Combination | TLA’s results of operations included in our consolidated results of operations for the year ended December 31, 2021 are presented in the table below (in thousands): Net revenues $ 44,739 Costs and expenses Cost of sales (19,122) Selling and administrative expenses (22,737) Total costs and expenses (41,859) Operating income 2,880 Nonoperating income 5 Income taxes expense (24) Net income $ 2,861 Net revenues $ 32,288 Costs and expenses: Cost of sales (14,445) Selling and administrative expenses (17,341) Total costs and expenses (31,786) Operating income 502 Nonoperating income 559 Benefit (expense) from income taxes 2,162 Net income $ 3,223 |
Business Acquisition, Pro Forma Information | The following table summarizes certain of our supplemental pro forma financial information for the year ended December 31, 2021 and 2020, as if the acquisition of TLA had occurred as of January 1, 2020. The unaudited pro forma financial information for the year ended December 31, 2021 and 2020 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. For the year ended December 31, 2021 , transaction costs incurred by us and TLA were $0.9 million and $0.7 million, respectively. The unaudited pro forma financial information is for comparative purposes only and is not nec essarily 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). Year Ended December 31, 2021 2020 As Reported Pro Forma As Reported Pro Forma Net revenues $ 246,586 $ 255,435 $ 147,662 $ 186,612 Net loss $ (77,676) $ (76,264) $ (5,271) $ (12,717) The following table summarizes certain of our supplemental pro forma financial information for the year ended December 31, 2021 and 2020, as if the acquisition of Honey Birdette had occurred as of January 1, 2020. The unaudited pro forma financial information for the year ended December 31, 2021 and 2020 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) amortization of the inventory fair value step-up adjustment; (v) tax adjustments calculated using an estimated blended statutory rate of 27.55% based on the predominant taxable jurisdictions of Honey Birdette; and (vi) certain adjustments to convert Honey Birdette’s consolidated income statements from IFRS to U.S. GAAP. Transaction costs incurred by us and Honey Birdette during the year ended December 31, 2021 were $9.0 million and $4.8 million, respectively. 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). Year Ended December 31, 2021 2020 As Reported Pro Forma As Reported Pro Forma Net revenues $ 246,586 $ 292,708 $ 147,662 $ 201,524 Net loss $ (77,676) $ (67,772) $ (5,271) $ (15,931) |
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 at closing. (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 at closing, 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 at Closing, as well as fiscal year 2022 forecasted revenue. The fiscal year 2021 EBITDA and Closing true-up 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) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table sets forth financial information by reportable segment (in thousands): Year Ended December 31, 2022 2021 2020 Net revenues: Licensing $ 60,861 $ 66,055 $ 63,562 Direct-to-consumer 186,574 147,852 64,116 Digital subscriptions and content 18,709 31,281 18,493 All other 789 1,398 1,491 Total $ 266,933 $ 246,586 $ 147,662 Operating income (loss): Licensing $ (73,979) $ 48,280 $ 43,999 Direct-to-consumer (206,962) (3,021) (752) Digital subscriptions and content (13,016) 9,386 9,945 Corporate (32,439) (124,632) (38,462) All other 711 1,135 (1,118) Total $ (325,685) $ (68,852) $ 13,612 Depreciation and amortization: Licensing $ — $ (284) $ (606) Direct-to-Consumer (7,637) (4,710) (402) Digital Subscriptions and Content (3,843) (297) (240) Corporate (2,133) (2,000) (808) All other — — (203) Total $ (13,613) $ (7,291) $ (2,259) Goodwill: Licensing $ — $ — $ — Direct-to-consumer 90,117 237,477 — Digital subscriptions and content 33,100 33,100 504 Total $ 123,217 $ 270,577 $ 504 |
Schedule of Geographic Information | The following tables set forth revenue and long-lived assets, net by geographic area as of and for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, Net revenues: 2022 2021 2020 China $ 42,514 $ 43,535 $ 42,569 United States 158,200 152,410 76,365 Australia 41,877 21,379 4 UK 11,683 6,156 5,077 Other 12,659 23,106 23,647 Total $ 266,933 $ 246,586 $ 147,662 December 31, Long-lived assets: 2022 2021 Australia $ 5,747 $ 6,767 United States 50,427 57,401 Other 2,466 1,023 Total $ 58,640 $ 65,191 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 3 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Merger with MCAC (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Feb. 10, 2021 | Jan. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||
Net proceeds from public offering of stock | $ 0 | $ 202,895 | $ 0 | |||
Unvested restricted stock units | ||||||
Business Acquisition [Line Items] | ||||||
Number of outstanding and fully vested restricted stock units, unsettled (in shares) | 11,761 | |||||
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] | ||||||
Purchase 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] | ||||||
Net proceeds from public offering of stock | $ 46,800 | |||||
Subscription Agreements and PIPE Registration Rights Agreements | Common stock | Mountain Crest Acquisition Corp (MCAC) | PIPE Investors | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued (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 | |||||
Stock issued (in shares) | 20,916,812 | |||||
Business Combination | Mountain Crest Acquisition Corp (MCAC) | Legacy Playboy | Unvested restricted stock units | ||||||
Business Acquisition [Line Items] | ||||||
Number of outstanding and fully vested restricted stock units, unsettled (in shares) | 2,045,634 | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Vested And Unsettled, Settlement Period | 1 year | |||||
Transaction costs | $ 1,300 | |||||
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_6
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Merger Elements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Net contribution from the Merger and PIPE Financing | $ 0 | $ 99,911 | $ 0 |
Merger Agreement | |||
Business Acquisition [Line Items] | |||
Cash - trust account and cash | 54,044 | ||
Cash - PIPE Investment | 46,844 | ||
Net contribution from the Merger and PIPE Financing | 99,911 | ||
Merger and PIPE Investment | 99,619 | ||
Merger Agreement | Transaction Costs Paid In 2021 | |||
Business Acquisition [Line Items] | |||
Transaction costs paid | (977) | ||
Merger Agreement | Transaction Costs Paid In 2020 | |||
Business Acquisition [Line Items] | |||
Transaction costs paid | $ (292) |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Prior Period Reclassification (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cost of sales | $ 129,642 | $ 116,752 | $ 74,384 |
Revision of Prior Period, Reclassification, Adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cost of sales | $ 2,500 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Concentration Risk (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Receivables | Customer A | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 30% | ||
Receivables | Customer B | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15% | ||
Receivables | Customer C | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 24% | ||
Revenue | Customer A | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11% | ||
Revenue | Customer C | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15% |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Software and Software Development Costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 2 years |
Software and Software Development Costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Aircraft | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies - Intangible Assets and Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 01, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of indefinite-lived intangible assets | $ 0 | $ 116,000,000 | ||
Impairments | 0 | $ 133,800,000 | $ 134,328,000 | |
Trade Names and Other Intangible Assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of definite-lived intangible assets | $ 55,100,000 | $ 0 |
Basis of Presentation and Su_11
Basis of Presentation and Summary of Significant Accounting Policies - Digital Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Cumulative digital asset impairments | $ 4.9 | $ 1 | $ 0 |
Basis of Presentation and Su_12
Basis of Presentation and Summary of Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Lifetime Subscriptions | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 5 years |
Minimum | Photo and magazine archives | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Initial contract term | 1 year |
Maximum | Photo and magazine archives | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Initial contract term | 10 years |
Basis of Presentation and Su_13
Basis of Presentation and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Advertising costs | $ 22.4 | $ 22.7 | $ 10.4 |
Basis of Presentation and Su_14
Basis of Presentation and Summary of Significant Accounting Policies - Related Party Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Management fees | $ 0 | $ 0.3 | $ 1 |
Due from related parties | 0 | 0 | |
Due to related parties | $ 0 | $ 0 |
Basis of Presentation and Su_15
Basis of Presentation and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - Employee stock option | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Basis of Presentation and Su_16
Basis of Presentation and Summary of Significant Accounting Policies - Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating right of use assets | $ 41,265 | $ 38,746 | |
Total operating lease liabilities | $ 46,655 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating right of use assets | $ 15,700 | ||
Deferred rent credit | 1,200 | ||
Total operating lease liabilities | $ 16,900 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock liability | $ (39,099) | $ 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | (835) | (36,630) |
Preferred stock liability | (39,099) | |
Total Liabilities | (39,934) | |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 0 | 0 |
Preferred stock liability | 0 | |
Total Liabilities | 0 | |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 0 | 0 |
Preferred stock liability | 0 | |
Total Liabilities | 0 | |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | (835) | $ (36,630) |
Preferred stock liability | (39,099) | |
Total Liabilities | $ (39,934) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 08, 2022 | May 16, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value remeasurement of contingent liabilities | $ 29,200,000 | $ 2,400,000 | |||||
Cumulative digital asset impairments | 4,900,000 | 1,000,000 | $ 0 | ||||
Digital assets, net | $ 327,000 | 327,000 | 6,836,000 | ||||
Impairments | $ 0 | $ 303,900,000 | $ 308,165,000 | $ 964,000 | $ 0 | ||
Level 3 | Preferred Stock Yield Rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Preferred stock liability, measurement input | 11.20% | 11.20% | |||||
Level 3 | Preferred Stock Yield Rate | Minimum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Preferred stock liability, measurement input | 5% | ||||||
Level 3 | Preferred Stock Yield Rate | Maximum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Preferred stock liability, measurement input | 8.30% | ||||||
Level 3 | Preferred Stock Yield Rate | Weighted Average | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Preferred stock liability, measurement input | 9% | 9% | |||||
Level 3 | Interest Rate Volatility | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Preferred stock liability, measurement input | 45% | 45% | |||||
Level 3 | Interest Rate Volatility | Weighted Average | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Preferred stock liability, measurement input | 45% | 45% | |||||
Series A Preferred Stock | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value change as remeasurement of fair value of preferred stock | $ 9,400,000 | $ 9,400,000 | $ 2,600,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Fair Value Of Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value and other | $ (9,401) | $ 0 | $ 0 |
Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at beginning of period | 36,630 | 858 | |
Issuance of contingent consideration in connection with our acquisitions | 34,390 | ||
Preferred stock liability in relation to the issuance of preferred stock | 45,892 | ||
Change in fair value and other | 37,412 | (2,228) | |
Settlements | (362) | (846) | |
Release of the contingent consideration relating to the acquisition of Honey Birdette | (4,814) | ||
Balance at end of period | 39,934 | 36,630 | 858 |
Level 3 | PSARs Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at beginning of period | 0 | 858 | |
Issuance of contingent consideration in connection with our acquisitions | 0 | ||
Preferred stock liability in relation to the issuance of preferred stock | 0 | ||
Change in fair value and other | 0 | 12 | |
Settlements | 0 | (846) | |
Release of the contingent consideration relating to the acquisition of Honey Birdette | 0 | ||
Balance at end of period | 0 | 0 | 858 |
Level 3 | Contingent Consideration | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at beginning of period | 36,630 | 0 | |
Issuance of contingent consideration in connection with our acquisitions | 34,390 | ||
Preferred stock liability in relation to the issuance of preferred stock | 0 | ||
Change in fair value and other | 30,619 | (2,240) | |
Settlements | (362) | 0 | |
Release of the contingent consideration relating to the acquisition of Honey Birdette | (4,814) | ||
Balance at end of period | 835 | 36,630 | 0 |
Level 3 | Preferred Stock Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at beginning of period | 0 | 0 | |
Issuance of contingent consideration in connection with our acquisitions | 0 | ||
Preferred stock liability in relation to the issuance of preferred stock | 45,892 | ||
Change in fair value and other | 6,793 | 0 | |
Settlements | 0 | 0 | |
Release of the contingent consideration relating to the acquisition of Honey Birdette | 0 | ||
Balance at end of period | $ 39,099 | $ 0 | $ 0 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets | $ 16.2 | $ 17.4 | $ 8.3 |
Contract liabilities | 32.2 | 53.6 | 55.1 |
Revenue recognized, including opening balance | 55.8 | ||
Contract liabilities increase due to cash received | 6.2 | 4.8 | |
Contract assets reclassified into accounts receivable | 28.9 | 48.2 | |
Revenue recognized | $ 55.1 | ||
Contract modifications adjustment | 0.9 | ||
Contract With Customer, Asset, Increase (Decrease), Licensing Contract Modification | $ 0.5 | $ 10 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligation (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 214.6 |
Licensing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 205.7 |
Digital Subscriptions and Magazine | |
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 | $ 3.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Licensing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 8 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Licensing | Performance Obligation Recognition Period One | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 5 years |
Revenue, remaining performance obligation, percentage | 72% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Digital Subscriptions and Magazine | |
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]: 2023-01-01 | Digital Subscriptions and Magazine | Performance Obligation Recognition Period One | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation, percentage | 38% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | |||
Total revenues | $ 266,933 | $ 246,586 | $ 147,662 |
Point in time | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 186,748 | 159,683 | 64,116 |
Over time | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 80,185 | 86,903 | 83,546 |
Licensing | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 60,861 | 66,055 | 63,562 |
Digital Subscriptions and Magazine | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 10,122 | 22,225 | 9,429 |
TV and Cable Programming | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 9,376 | 10,454 | 10,527 |
Consumer Products | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 186,574 | 147,852 | 64,144 |
Other | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 789 | 1,398 | 1,491 |
Other | Licensing | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Other | Digital Subscriptions and Magazine | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 789 | 1,398 | 771 |
Other | TV and Cable Programming | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 0 | 0 | 692 |
Other | Consumer Products | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 0 | 0 | 28 |
Licensing | Operating Segments | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 60,861 | 66,055 | 63,562 |
Licensing | Operating Segments | Licensing | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 60,861 | 66,055 | 63,562 |
Licensing | Operating Segments | Digital Subscriptions and Magazine | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Licensing | Operating Segments | TV and Cable Programming | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Licensing | Operating Segments | Consumer Products | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Direct-to-Consumer | Operating Segments | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 186,574 | 147,852 | 64,116 |
Direct-to-Consumer | Operating Segments | Licensing | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Direct-to-Consumer | Operating Segments | Digital Subscriptions and Magazine | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Direct-to-Consumer | Operating Segments | TV and Cable Programming | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Direct-to-Consumer | Operating Segments | Consumer Products | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 186,574 | 147,852 | 64,116 |
Digital Subscriptions and Content | Operating Segments | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 18,709 | 31,281 | 18,493 |
Digital Subscriptions and Content | Operating Segments | Licensing | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Digital Subscriptions and Content | Operating Segments | Digital Subscriptions and Magazine | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 9,333 | 20,827 | 8,658 |
Digital Subscriptions and Content | Operating Segments | TV and Cable Programming | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 9,376 | 10,454 | 9,835 |
Digital Subscriptions and Content | Operating Segments | Consumer Products | |||
Revenue from External Customer [Line Items] | |||
Total revenues | $ 0 | $ 0 | $ 0 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Editorial and other pre-publication costs | $ 690 | $ 263 |
Merchandise finished goods | 32,399 | 39,618 |
Total | 33,089 | 39,881 |
Inventory reserves | $ 5,000 | $ 1,500 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid taxes | $ 3,150 | $ 0 |
Prepaid foreign withholding taxes | 0 | 2,431 |
Deposits | 205 | 1,302 |
Prepaid insurance | 1,074 | 1,209 |
Contract assets, current portion | 2,559 | 77 |
Software implementation and subscription costs | 3,276 | 1,910 |
Prepaid inventory not yet received | 3,491 | 2,749 |
Prepaid platform fees | 1,126 | 130 |
Other | 2,879 | 3,608 |
Total | $ 17,760 | $ 13,416 |
Amortization terms, hosting arrangement (in years) | 3 years | |
Amortization expense, capitalized implementation costs | $ 3,300 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 01, 2021 | Sep. 30, 2022 | May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment, gross | $ 27,627 | $ 34,825 | ||||
Less: accumulated depreciation | (10,252) | (8,380) | ||||
Total | 17,375 | 26,445 | ||||
Aggregate purchase price | 8,049 | 17,505 | $ 884 | |||
Inspection and testing costs | $ 1,300 | |||||
Gain on sale of the aircraft | 5,689 | 0 | 0 | |||
Depreciation and amortization | 6,400 | 3,500 | $ 1,600 | |||
Aircraft | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment, gross | $ 0 | 13,298 | ||||
Aggregate purchase price | $ 12,000 | |||||
Aircraft estimated useful life | 7 years | |||||
Proceeds from disposals of property and equipment | $ 17,500 | |||||
Gain on sale of the aircraft | $ 5,700 | |||||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment, gross | $ 13,461 | 9,619 | ||||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment, gross | 782 | 3,317 | ||||
Equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment, gross | 4,103 | 1,381 | ||||
Internally developed software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment, gross | $ 7,096 | 2,001 | ||||
Aircraft estimated useful life | 3 years | |||||
Furniture and fixtures | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment, gross | $ 2,185 | $ 5,209 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 01, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||||||
Total indefinite-lived intangible assets | $ 216,014,000 | $ 216,014,000 | $ 331,925,000 | |||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairments | |||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairments | |||||
Impairments | 0 | $ 133,800,000 | $ 134,328,000 | |||
Impairment of indefinite-lived intangible assets | 0 | 116,000,000 | ||||
Digital assets, net | 327,000 | 327,000 | 6,836,000 | |||
Cumulative digital asset impairments | 4,900,000 | 1,000,000 | $ 0 | |||
Amortization | 7,900,000 | 3,800,000 | $ 700,000 | |||
Trade names | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Impairment of definite-lived intangible assets | $ 52,300,000 | 54,100,000 | ||||
Developed technology | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Amortization | $ 1,800,000 | |||||
Trademarks | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Total indefinite-lived intangible assets | $ 216,000,000 | $ 216,000,000 | $ 331,900,000 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Digital assets, net | $ 327 | $ 6,836 |
Total amortizable intangible assets, net | 20,267 | 86,519 |
Total indefinite-lived intangible assets | 216,014 | 331,925 |
Total | $ 236,608 | $ 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 | |||
Sep. 01, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 83,819 | $ 83,819 | $ 94,884 | ||
Accumulated Amortization | (13,954) | (13,954) | (8,365) | ||
Impairments | (49,598) | (49,598) | 0 | ||
Net Carrying Amount | 20,267 | $ 20,267 | $ 86,519 | ||
Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average life of intangible assets (years) | 11 years 10 months 24 days | 11 years 9 months 18 days | |||
Gross Carrying Amount | 76,619 | $ 76,619 | $ 85,684 | ||
Accumulated Amortization | (8,404) | (8,404) | (3,293) | ||
Impairments | (48,733) | (48,733) | 0 | ||
Net Carrying Amount | 19,482 | $ 19,482 | $ 82,391 | ||
Impairment of definite-lived intangible assets | $ 52,300 | $ 54,100 | |||
Distribution agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average life of intangible assets (years) | 15 years | 15 years | |||
Gross Carrying Amount | 3,720 | $ 3,720 | $ 3,720 | ||
Accumulated Amortization | (2,935) | (2,935) | (2,687) | ||
Impairments | 0 | 0 | 0 | ||
Net Carrying Amount | 785 | $ 785 | $ 1,033 | ||
Photo and magazine archives | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average life of intangible assets (years) | 10 years | ||||
Gross Carrying Amount | $ 2,000 | ||||
Accumulated Amortization | (2,000) | ||||
Impairments | 0 | ||||
Net Carrying Amount | $ 0 | ||||
Customer list | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average life of intangible assets (years) | 10 years | 10 years | |||
Gross Carrying Amount | 1,180 | $ 1,180 | $ 1,180 | ||
Accumulated Amortization | (315) | (315) | (236) | ||
Impairments | (865) | (865) | 0 | ||
Net Carrying Amount | 0 | $ 0 | $ 944 | ||
Developed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average life of intangible assets (years) | 3 years | 3 years | |||
Gross Carrying Amount | 2,300 | $ 2,300 | $ 2,300 | ||
Accumulated Amortization | (2,300) | (2,300) | (149) | ||
Impairments | 0 | 0 | 0 | ||
Net Carrying Amount | 0 | $ 0 | $ 2,151 | ||
Trade Names and Other Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of definite-lived intangible assets | $ 55,100 | $ 0 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Estimated Future Amortization Of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 2,074 | |
2024 | 2,074 | |
2025 | 2,074 | |
2026 | 1,867 | |
2027 | 1,826 | |
Thereafter | 10,352 | |
Net Carrying Amount | $ 20,267 | $ 86,519 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill - Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Oct. 22, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||||
Gross Goodwill, Beginning Balance | $ 270,577,000 | $ 504,000 | |||
Net Goodwill, Beginning Balance | 270,577,000 | 504,000 | |||
Foreign currency translation adjustment in relation to Honey Birdette | (2,285,000) | ||||
Impairments | $ 0 | $ (133,800,000) | (134,328,000) | ||
Gross Goodwill, Ending Balance | 257,545,000 | 257,545,000 | 270,577,000 | ||
Net Goodwill, Ending Balance | 123,217,000 | 123,217,000 | 270,577,000 | ||
Impairments after foreign currency translation | 131,600,000 | ||||
Direct-to-Consumer | |||||
Goodwill [Roll Forward] | |||||
Net Goodwill, Beginning Balance | 237,477,000 | ||||
Foreign currency translation adjustment in relation to Honey Birdette | (13,032,000) | ||||
Impairments | (134,328,000) | ||||
Net Goodwill, Ending Balance | 90,117,000 | 90,117,000 | 237,477,000 | ||
Licensing | |||||
Goodwill [Roll Forward] | |||||
Net Goodwill, Beginning Balance | 0 | ||||
Foreign currency translation adjustment in relation to Honey Birdette | 0 | ||||
Impairments | 0 | ||||
Net Goodwill, Ending Balance | 0 | 0 | 0 | ||
Digital Subscriptions and Content | |||||
Goodwill [Roll Forward] | |||||
Net Goodwill, Beginning Balance | 33,100,000 | ||||
Foreign currency translation adjustment in relation to Honey Birdette | 0 | ||||
Impairments | 0 | ||||
Net Goodwill, Ending Balance | $ 33,100,000 | 33,100,000 | 33,100,000 | ||
TLA | |||||
Goodwill [Roll Forward] | |||||
Acquisition | 16,374,000 | ||||
Honey Birdette | |||||
Goodwill [Roll Forward] | |||||
Acquisition | 223,381,000 | ||||
Foreign currency translation adjustment in relation to Honey Birdette | $ (13,032,000) | ||||
GlowUp Digital Inc. | |||||
Goodwill [Roll Forward] | |||||
Acquisition | $ 32,600,000 | $ 32,603,000 | |||
Net Goodwill, Ending Balance | $ 32,603,000 |
Other Current Liabilities and_3
Other Current Liabilities and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 2,096 | $ 1,476 |
Accrued agency fees and commissions | 7,785 | 3,456 |
Outstanding gift cards and store credits | 4,592 | 4,960 |
Inventory in transit | 7,231 | 8,323 |
Taxes | 5,552 | 5,654 |
Other | 6,483 | 8,548 |
Total | $ 33,739 | $ 32,417 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 201,613 | $ 237,419 | |
Less: unamortized debt issuance costs | (1,822) | (2,389) | |
Less: unamortized debt discount | (6,616) | (6,180) | |
Total debt, net of unamortized debt issuance costs and debt discount | 193,175 | 228,850 | |
Less: current portion of long-term debt | (2,050) | (2,808) | |
Total debt, net of current portion | 191,125 | 226,042 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 201,613 | ||
Term Loan | Term loan, due 2027 (as refinanced and amended) | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 201,613 | 228,850 | |
Term Loan | Airplane term loan, due 2026 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 0 | $ 8,569 | |
Less: unamortized debt issuance costs | $ (100) |
Debt - Term Loans (Details)
Debt - Term Loans (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2022 USD ($) | Aug. 31, 2022 USD ($) designee businessDay | Aug. 31, 2021 USD ($) | May 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Feb. 17, 2023 USD ($) | Dec. 06, 2022 USD ($) | Aug. 08, 2022 USD ($) | Jun. 30, 2014 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Loss on extinguishment of debt | $ 1,266,000 | $ 1,217,000 | $ 0 | |||||||||
Financing costs incurred | $ 1,822,000 | 1,822,000 | 2,389,000 | |||||||||
Interest expense | 17,719,000 | 13,312,000 | 13,463,000 | |||||||||
Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest expense | $ 16,200,000 | 13,300,000 | 13,500,000 | |||||||||
Term Loan | Term Loan Due 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term loan, amount borrowed | $ 12,000,000 | $ 150,000,000 | ||||||||||
Effective interest rate (as a percent) | 7% | |||||||||||
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 (as refinanced and amended) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term loan, amount borrowed | $ 160,000,000 | |||||||||||
Effective interest rate (as a percent) | 12.30% | 12.30% | 7.10% | |||||||||
Debt instrument, term (in years) | 6 years | |||||||||||
Required quarterly amortization payments | $ 600,000 | |||||||||||
Stated interest rate (as a percent) | 11.01% | 11.01% | 6.25% | |||||||||
Term Loan | Term loan, due 2027 (as refinanced and amended) | Amendment No. 1 To New Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term loan, amount borrowed | $ 230,000,000 | |||||||||||
Refinancing fees expensed | 2,000,000 | |||||||||||
Financing costs incurred | 1,700,000 | |||||||||||
Term Loan | Term loan, due 2027 (as refinanced and amended) | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 5.75% | |||||||||||
Interest rate floor (as a percent) | 0.50% | 4.76% | 4.76% | |||||||||
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 | New Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Required quarterly amortization payments | $ 500,000 | |||||||||||
Percent increase per 0.5x increase above prior financial covenant levels | 0.0025 | |||||||||||
Total leverage ratio | 4 | 4 | 4 | |||||||||
Number of designees observing on board of directors | designee | 2 | |||||||||||
Minimum reduction in outstanding principal balance required | $ 10,000,000 | |||||||||||
Incremental interest rate | 0.50% | |||||||||||
Prepayment amount | $ 25,000,000 | $ 25,000,000 | ||||||||||
Term Loan | New Credit Agreement | Debt Covenant One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Minimum consolidated cash balance required | $ 40,000,000 | |||||||||||
Cure period | 45 days | |||||||||||
Total net leverage ratio | 7 | |||||||||||
Term Loan | New Credit Agreement | Debt Covenant Two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Minimum consolidated cash balance required | $ 25,000,000 | |||||||||||
Cure period | 15 days | |||||||||||
Number of consecutive business days | businessDay | 5 | |||||||||||
Total net leverage ratio | 4.50 | |||||||||||
Cash netting amount | $ 12,500,000 | |||||||||||
Term Loan | New Credit Agreement | Debt Covenant Three | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total net leverage ratio | 3 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 1 To New Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance costs expensed | $ 200,000 | |||||||||||
Debt discount capitalized | $ 2,500,000 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 3 To New Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loss on extinguishment of debt | 1,100,000 | |||||||||||
Mandatory prepayment | $ 25,000,000 | |||||||||||
Prepayment amount | $ 25,000,000 | $ 25,000,000 | ||||||||||
Voluntary prepayment | $ 5,000,000 | |||||||||||
Percent of gross proceeds | 80% | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 3 To New Credit Agreement | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Voluntary prepayment | $ 5,000,000 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 3 To New Credit Agreement | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment amount | 50,000,000 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 3 To New Credit Agreement | Debt Covenant One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment amount | 50,000,000 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 3 To New Credit Agreement | Debt Covenant Two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment amount | 65,000,000 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 3 To New Credit Agreement | Debt Covenant Three | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment amount | 75,000,000 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 3 To New Credit Agreement | Debt Covenant Four | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment amount | $ 115,000,000 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 4 to New Credit Agreement | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment amount | $ 5,000,000 | |||||||||||
Percent of gross proceeds | 80% | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 4 to New Credit Agreement | Maximum | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment amount | $ 50,000,000 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 4 to New Credit Agreement | Debt Covenant One | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment amount | 70,000,000 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 4 to New Credit Agreement | Debt Covenant One | Maximum | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment amount | 40,000,000 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 4 to New Credit Agreement | Debt Covenant Two | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment amount | 25,000,000 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 4 to New Credit Agreement | Debt Covenant Three | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment amount | 40,000,000 | |||||||||||
Term Loan | New Credit Agreement | Amendment No. 4 to New Credit Agreement | Debt Covenant Four | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment amount | $ 5,000,000 | |||||||||||
Term Loan | New Credit Agreement | Base Rate | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 4.75% | |||||||||||
Term Loan | New Credit Agreement | Base Rate | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 5.25% | |||||||||||
Term Loan | New Credit Agreement | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 5.75% | |||||||||||
Term Loan | New Credit Agreement | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 6.25% | |||||||||||
Term Loan | Airplane term loan, due 2026 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term loan, amount borrowed | $ 9,000,000 | |||||||||||
Loss on extinguishment of debt | $ 200,000 | |||||||||||
Debt instrument, term (in years) | 5 years | |||||||||||
Required quarterly amortization payments | $ 100,000 | |||||||||||
Stated interest rate (as a percent) | 6.25% | |||||||||||
Financing costs incurred | $ 100,000 |
Debt - Term Loan Maturities (De
Debt - Term Loan Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total | $ 201,613 | $ 237,419 |
Term Loan | ||
Debt Instrument [Line Items] | ||
2023 | 2,050 | |
2024 | 2,050 | |
2025 | 2,050 | |
2026 | 2,050 | |
2027 | 193,413 | |
Total | 201,613 | |
Term Loan | Term loan, due 2027 (as refinanced and amended) | ||
Debt Instrument [Line Items] | ||
Total | $ 201,613 | $ 228,850 |
Debt - Convertible Promissory N
Debt - Convertible Promissory Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | |||||||||
Gain (loss) on extinguishment of debt | $ (1,266) | $ (1,217) | $ 0 | ||||||
Convertible Notes Payable | CAA Brand Management, LLC. | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loan, amount borrowed | $ 2,700 | ||||||||
Convertible Notes Payable | CAA Brand Management, LLC. | Common stock | Business Combination | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible debt, shares issued (in shares) | 290,563 | ||||||||
Convertible Notes Payable | CAA Brand Management, LLC. | Legacy Playboy | Common stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible debt, shares issued (in shares) | 51,857 | ||||||||
Convertible Notes Payable | GBG International Holding Company Limited | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loan, amount borrowed | $ 7,300 | ||||||||
Convertible promissory note settlement discount | 20% | ||||||||
Amount settled | $ 5,800 | ||||||||
Gain (loss) on extinguishment of debt | $ 1,500 | ||||||||
Convertible Notes Payable | United Talent Agency, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loan, amount borrowed | $ 1,500 | $ 2,000 | |||||||
Amount settled | $ 2,800 | ||||||||
Gain (loss) on extinguishment of debt | $ 700 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Details) $ in Millions | Apr. 13, 2015 USD ($) |
Noncontrolling Interest [Line Items] | |
Proceeds from sale of interests in subsidiary | $ 1 |
After Dark LLC | |
Noncontrolling Interest [Line Items] | |
Percentage of noncontrolling interest | 25% |
Stockholders_ Equity - Common S
Stockholders’ Equity - Common Stock, Treasury Stock, and Preferred Stock (Details) | 12 Months Ended | |||||
Sep. 30, 2020 shares | Dec. 31, 2022 vote $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | May 31, 2022 USD ($) | Dec. 31, 2021 shares | Feb. 10, 2021 shares | |
Class of Stock [Line Items] | ||||||
Treasury stock, eliminated (in shares) | 1,164,847 | |||||
Treasury stock (in shares) | 700,000 | 700,000 | ||||
Value of shares available for repurchase | $ | $ 50,000,000 | |||||
Common stock | ||||||
Class of Stock [Line Items] | ||||||
Number of votes for each share | vote | 1 | |||||
Dividends declared (in dollars per share) | $ / shares | $ 0 | |||||
Treasury stock, shares acquired (in shares) | 700,000 | 700,000 | ||||
Treasury stock acquired, nonrefundable prepayment | $ | $ 4,400,000 | |||||
Treasury stock acquired, price per share (in dollars per share) | $ / shares | $ 6.35 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 6,549,080 | 9,287,302 |
Shares available for grant under equity incentive plans | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 492,786 | 1,150,838 |
Options issued and outstanding under equity incentive plans | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 2,599,264 | 3,211,071 |
Unvested restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 2,058,534 | 585,075 |
Vested restricted stock units not yet settled | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 11,761 | 2,136,650 |
Unvested performance-based restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 1,089,045 | 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 | 48,574 | 79,485 |
Maximum number of shares issuable to Glowup sellers pursuant to acquisition indemnity holdback | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 249,116 | 249,116 |
Mandatorily Redeemable Prefer_2
Mandatorily Redeemable Preferred Stock (Details) - USD ($) | 12 Months Ended | ||||
Aug. 08, 2022 | May 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||
Preferred stock authorized (in shares) | 5,000,000 | 5,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock issued (in shares) | 50,000 | 0 | |||
Net proceeds from issuance of preferred stock | $ 48,250,000 | $ 0 | $ 0 | ||
Payments of stock issuance costs | 0 | 6,910,000 | $ 262,000 | ||
Mandatorily redeemable preferred stock, at fair value | 39,099,000 | $ 0 | |||
Preferred stock, liquidation value | $ 1,000 | ||||
Preferred stock, dividend percentage | 8% | ||||
Preferred stock, dividend percentage, quarterly increase | 1% | ||||
Preferred stock, aggregate arrearages of accumulated dividends | $ 2,100,000 | ||||
Preferred stock, per-share amounts of accumulated dividends (in dollars per share) | $ 84.40 | ||||
Redemption Price, Tranche One | |||||
Class of Stock [Line Items] | |||||
Preferred stock, redemption price percentage | 120% | ||||
Redemption Price, Tranche Two | |||||
Class of Stock [Line Items] | |||||
Preferred stock, redemption price percentage | 125% | ||||
Redemption Price, Tranche Three | |||||
Class of Stock [Line Items] | |||||
Preferred stock, redemption price percentage | 130% | ||||
Redemption Price, Tranche Four | |||||
Class of Stock [Line Items] | |||||
Preferred stock, redemption price percentage | 145% | ||||
Redemption Price, Tranche Five | |||||
Class of Stock [Line Items] | |||||
Preferred stock, redemption price percentage | 160% | ||||
Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock authorized (in shares) | 50,000 | ||||
Preferred stock issued (in shares) | 25,000 | ||||
Price per share (in dollars per share) | $ 1,000 | ||||
Net proceeds from issuance of preferred stock | $ 25,000,000 | $ 25,000,000 | |||
Payments of stock issuance costs | $ 500,000 | 1,500,000 | |||
Stock issuance costs netted against proceeds | $ 1,000,000 | ||||
Shares sold in offering (in shares) | 25,000 | ||||
Offering price per share (in dollars per share) | $ 1,000 | ||||
Fair value change as remeasurement of fair value of preferred stock | $ 2,600,000 | $ 9,400,000 | |||
Mandatorily redeemable preferred stock, at fair value | 39,100,000 | ||||
Cumulative preferred dividends | $ 2,100,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narratives (Details) - USD ($) | 12 Months Ended | |||||
Feb. 10, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Proceeds from exercise of stock options | $ 1,924,000 | $ 2,329,000 | $ 0 | |||
Tax benefit realized from option exercises | $ 600,000 | $ 3,100,000 | $ 0 | |||
Expected dividend yield | 0% | 0% | 0% | |||
Share-based compensation expense | $ 20,540,000 | $ 58,446,000 | $ 2,988,000 | |||
Internally developed software | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 2,000,000 | |||||
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 | 3,100,000 | |||||
Employee stock option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options to purchase common stock, vested (in shares) | 829,547 | |||||
Fair value of options vested | $ 4,400,000 | $ 2,100,000 | $ 1,100,000 | |||
Granted (in shares) | 0 | |||||
Weighted average grant date fair value, options granted (in dollars per share) | $ 6.18 | $ 3.22 | ||||
Unrecognized compensation expense | $ 2,900,000 | |||||
Unrecognized compensation expense, period for recognition, years | 1 year 3 months 7 days | |||||
Restricted stock units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested (in shares) | 288,494 | 343,891 | ||||
Fair value of options vested | $ 3,600,000 | $ 4,000,000 | $ 1,900,000 | |||
Number of outstanding and fully vested restricted stock units, unsettled (in shares) | 11,761 | |||||
Tax benefit realized from stock units vested | $ 400,000 | 0 | $ 0 | |||
Unrecognized compensation expense | $ 26,600,000 | |||||
Unrecognized compensation expense, period for recognition, years | 2 years 2 months 4 days | |||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested (in shares) | 0 | |||||
Fair value of options vested | 45,800,000 | |||||
Tax benefit realized from stock units vested | $ (1,000,000) | $ 500,000 | ||||
Fair value of common stock (in dollars per share) | $ 9.83 | |||||
Expected volatility | 55% | |||||
Expected term (in years) | 7 years | |||||
Risk-free interest rate | 2.90% | |||||
Expected dividend yield | 0% | |||||
Service period (in years) | 3 years 9 months 18 days | 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) | 5,954,208 | |||||
Expiration period | 10 years | |||||
Increase in shares authorized as percent of outstanding shares of common stock | 4% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Employee stock option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of options | ||
Beginning balance (in shares) | 3,211,071 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (495,052) | |
Forfeited (in shares) | (116,755) | |
Ending balance (in shares) | 2,599,264 | 3,211,071 |
Exercisable (in shares) | 2,112,161 | |
Vested and expected to vest, number of options (in shares) | 2,599,264 | |
Weighted-average exercise price | ||
Beginning balance (in dollars per share) | $ 7.77 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 3.89 | |
Forfeited (in dollars per share) | 9.83 | |
Ending balance (in dollars per share) | 8.41 | $ 7.77 |
Exercisable (in dollars per share) | 7.02 | |
Vested and expected to vest, weighted-average exercise price (in dollars per share) | $ 8.41 | |
Weighted-average remaining contractual term (years) | ||
Weighted average remaining contractual term (in years) | 7 years 2 months 12 days | 7 years 10 months 24 days |
Weighted average remaining contractual term, exercisable (in years) | 6 years 10 months 24 days | |
Vested and expected to vest, weighted-average remaining contractual term (in years) | 7 years 2 months 12 days | |
Aggregate intrinsic value | ||
Beginning aggregate intrinsic value | $ 60,978 | |
Exercises in period, intrinsic value | 4,028 | |
Ending aggregate intrinsic value | 0 | $ 60,978 |
Exercisable aggregate intrinsic value | 0 | |
Vested and expected to vest, aggregate intrinsic value | $ 0 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Unit Activity (Details) - $ / shares | 12 Months Ended | |
Feb. 10, 2021 | Dec. 31, 2022 | |
Unvested restricted stock units | ||
Number of Awards | ||
Beginning balance (in shares) | 585,075 | |
Granted (in shares) | 2,050,254 | |
Vested (in shares) | (288,494) | (343,891) |
Forfeited (in shares) | (232,904) | |
Ending balance (in shares) | 2,058,534 | |
Weighted- Average Grant Date Fair Value per Share | ||
Beginning balance (in dollars per share) | $ 28.15 | |
Granted (in dollars per share) | 10.55 | |
Vested (in dollars per share) | 21.42 | |
Forfeited (in dollars per share) | 19 | |
Ending balance (in dollars per share) | $ 12.79 | |
Performance Shares | ||
Number of Awards | ||
Beginning balance (in shares) | 544,036 | |
Granted (in shares) | 571,419 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (26,410) | |
Ending balance (in shares) | 1,089,045 | |
Weighted- Average Grant Date Fair Value per Share | ||
Beginning balance (in dollars per share) | $ 20.49 | |
Granted (in dollars per share) | 5.68 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 20.49 | |
Ending balance (in dollars per share) | $ 12.72 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Options Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | 0% | 0% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (in dollars per share) | $ 4.63 | $ 5.02 | |
Expected term (in years) | 5 years 5 months 26 days | 5 years | |
Expected volatility | 45% | 40% | |
Risk-free interest rate | 0.57% | 0.39% | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (in dollars per share) | $ 28.08 | $ 8.69 | |
Expected term (in years) | 5 years 10 months 9 days | 6 years 21 days | |
Expected volatility | 47% | 50% | |
Risk-free interest rate | 1.27% | 1.46% |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 20,540 | $ 58,446 | $ 2,988 |
Cost of sales | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 2,663 | 1,955 | 10 |
Cost of sales | Independent Contractor | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 2,100 | 1,500 | 0 |
Selling and administrative expenses | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 17,877 | $ 56,491 | $ 2,978 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Thousands | 12 Months Ended | |||||||
Dec. 17, 2021 USD ($) | Dec. 07, 2021 USD ($) | Aug. 09, 2021 USD ($) store | Mar. 01, 2021 USD ($) store | Oct. 15, 2018 USD ($) | Dec. 31, 2022 USD ($) store option office warehouse | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease cost | $ 11,738 | $ 9,099 | ||||||
Number of options to renew | option | 1 | |||||||
Weighted average remaining term of operating lease | 5 years 4 months 24 days | 5 years 4 months 24 days | ||||||
Weighted average discount rate | 6% | 4.90% | ||||||
Operating cash flows from operating leases | $ 13,800 | $ 7,300 | ||||||
Right of use assets obtained in exchange for lease liabilities | $ 11,959 | 2,992 | $ 0 | |||||
TNR Vs. The Company | Pending Litigation | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Damages sought | $ 100,000 | |||||||
The Company Vs. Indian Harbor Insurance Company | Pending Litigation | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Proceeds from legal settlement | $ 4,800 | |||||||
Steve Shaw Vs. Dream | Pending Litigation | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Equity percentage to be granted upon business combination | 20% | |||||||
Value to be granted upon business combination | $ 6,000 | |||||||
Purchase consideration | $ 30,000 | |||||||
Selling and administrative expenses | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease cost | $ 3,100 | |||||||
TLA | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Number of stores | store | 41 | 40 | ||||||
Number of offices | office | 1 | |||||||
Number of warehouses | warehouse | 1 | |||||||
Purchase consideration | $ 24,916 | |||||||
Honey Birdette | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Number of stores | store | 58 | 61 | ||||||
Number of offices | office | 2 | |||||||
Purchase consideration | $ 288,790 | |||||||
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 | |||||||
Weighted Average | TLA | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Lease term | 5 years | |||||||
Weighted Average | Honey Birdette | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Lease term | 5 years | |||||||
Los Angeles | Letter of Credit | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Cash collateralized letters of credit | $ 1,700 | $ 2,000 |
Commitment and Contingencies _2
Commitment and Contingencies - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 11,738 | $ 9,099 |
Variable lease cost | 2,381 | 1,370 |
Short-term lease cost | 1,948 | 674 |
Sublease income | (259) | (368) |
Net lease cost | $ 15,808 | $ 10,775 |
Commitment and Contingencies _3
Commitment and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |||
2023 | $ 12,578 | $ 3,433 | |
2024 | 11,130 | 3,451 | |
2025 | 9,386 | 3,564 | |
2026 | 8,669 | 3,828 | |
2027 | 5,898 | 3,588 | |
Thereafter | 8,453 | 7,553 | |
Total | 56,114 | $ 25,417 | |
Less: imputed interest | (9,459) | ||
Total operating lease liabilities | 46,655 | ||
Operating lease liabilities, current portion | 9,977 | $ 9,697 | |
Operating lease liabilities, noncurrent portion | $ 36,678 | $ 35,534 |
Commitment and Contingencies _4
Commitment and Contingencies - Schedule of Future Minimum Lease Commitments and Future Sublease Income (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2020 |
Minimum Lease Commitments | ||
2023 | $ 12,578 | $ 3,433 |
2024 | 11,130 | 3,451 |
2025 | 9,386 | 3,564 |
2026 | 8,669 | 3,828 |
2027 | 5,898 | 3,588 |
Thereafter | 8,453 | 7,553 |
Total | $ 56,114 | 25,417 |
Sublease Income | ||
2023 | (288) | |
2024 | (313) | |
2025 | (322) | |
2026 | (246) | |
2027 | 0 | |
Thereafter | 0 | |
Total | $ (1,169) |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of Income/(Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before income taxes | $ (335,763) | $ (80,455) | $ 1,801 |
US | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before income taxes | (169,164) | (73,385) | 1,801 |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before income taxes | $ (166,599) | $ (7,070) | $ 0 |
Income Taxes - Schedule of Expe
Income Taxes - Schedule of Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current expense from income taxes: | |||
Federal | $ (296) | $ 0 | $ 0 |
State | (573) | (219) | (237) |
Foreign | (5,284) | (3,843) | (4,422) |
Total current expense from income taxes | (6,153) | (4,062) | (4,659) |
Deferred benefit (expense) from income taxes: | |||
Federal | 44,410 | 6,616 | 567 |
State | 3,763 | (2,088) | (2,980) |
Foreign | 16,039 | 2,313 | 0 |
Total deferred benefit (expense) from income taxes | 64,212 | 6,841 | (2,413) |
Total | $ 58,059 | $ 2,779 | $ (7,072) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | 21% | 21% | 21% |
State income tax, net of federal benefit | 1.20% | (2.40%) | 10.10% |
Foreign withholding taxes, net of credits | (1.30%) | (3.20%) | 189.90% |
Transaction costs | 0% | (2.40%) | 29.50% |
Change in the statutory rate | 0.10% | (1.80%) | 96.30% |
Change in valuation allowance | (0.70%) | 4.60% | (80.80%) |
Equity compensation | (0.20%) | (9.30%) | 0% |
Foreign rate differential | 1.40% | 0.80% | 0% |
Adjustment to deferred taxes | 0.40% | (3.00%) | 125.40% |
Impairments | (7.20%) | 0% | 0% |
Contingent Consideration | 1.70% | 0% | 0% |
Other | 0.90% | (1.00%) | 1.30% |
Effective rate | 17.30% | 3.50% | 392.70% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Less valuation allowance | $ 65,967,000 | $ 63,712,000 | |
Decrease in valuation allowance | 2,300,000 | (3,700,000) | |
Unrecognized tax benefits | 751,000 | $ 751,000 | $ 610,000 |
Unrecognized tax benefits to be recognized over the next 12 months | 0 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss | 298,000,000 | ||
Net operating loss carryforwards that can be carried forward indefinitely | 116,000,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss | 109,000,000 | ||
Net operating loss carryforwards that can be carried forward indefinitely | 5,000,000 | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards that can be carried forward indefinitely | $ 5,700,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 71,699 | $ 48,368 |
Tax credit carryforwards | 0 | 0 |
Deferred revenue | 2,253 | 1,951 |
Stock compensation | 2,791 | 3,284 |
Investment in partnership | 5,669 | 11,409 |
Fixed Assets | 14 | 0 |
Lease liabilities | 10,569 | 4,417 |
Other deductible temporary differences | 7,213 | 6,587 |
Total deferred tax assets | 100,208 | 76,016 |
Less valuation allowance | (65,967) | (63,712) |
Deferred tax assets, net | 34,241 | 12,304 |
Deferred tax liabilities: | ||
Fixed assets | 0 | (521) |
Intangible assets | (49,951) | (99,676) |
Right of use assets | (9,238) | (3,305) |
Other deductible temporary differences | (345) | (10) |
Total deferred tax liabilities | (59,534) | (103,512) |
Deferred tax liabilities, net | $ (25,293) | $ (91,208) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the year | $ 751 | $ 610 |
Increase (decrease) for positions taken in the prior year | 0 | 0 |
Increase (decrease) for positions taken in the current year | 0 | 141 |
Decrease related to settlements with taxing authorities | 0 | 0 |
Decrease from lapse in statute of limitations | 0 | 0 |
Balance at the end of the year | $ 751 | $ 751 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Weighted Average Number of Shares (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to PLBY Group Inc. | $ (277,704,000) | $ (77,676,000) | $ (5,271,000) |
Weighted average shares of common stock outstanding (in shares) | 47,420,376 | 37,818,301 | 22,199,591 |
Vested restricted stock units not issued (in shares) | 0 | 287,435 | 0 |
Weighted-average shares used in computing net loss per share, basic (in shares) | 47,420,376 | 38,105,736 | 22,199,591 |
Weighted-average shares used in computing net loss per share, diluted | 47,420,376 | 38,105,736 | 22,199,591 |
Net loss per share, basic (in dollars per share) | $ (5.86) | $ (2.04) | $ (0.24) |
Net loss per share, diluted (in dollars per share) | $ (5.86) | $ (2.04) | $ (0.24) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 5,746,843 | 4,340,182 | 3,593,188 |
Stock options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 2,599,264 | 3,211,071 | 2,594,597 |
Unvested restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 2,058,534 | 585,075 | 313,976 |
Unvested performance-based restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 1,089,045 | 544,036 | 0 |
Convertible promissory notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 0 | 0 | 684,615 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed - TLA (Details) $ in Thousands | 12 Months Ended | |||
Mar. 01, 2021 USD ($) store state | Dec. 31, 2022 USD ($) store state | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Goodwill | $ 123,217 | $ 270,577 | $ 504 | |
TLA | ||||
Business Acquisition [Line Items] | ||||
Percentage acquired | 100% | |||
Purchase consideration | $ 24,916 | |||
Number of stores | store | 41 | 40 | ||
Number of states | state | 5 | 5 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
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 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Total intangible assets | $ 4,100 |
Business Combinations - Consoli
Business Combinations - Consolidated Results of Operation - TLA (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Net revenues | $ 266,933 | $ 246,586 | $ 147,662 |
Cost of sales | (129,642) | (116,752) | (74,384) |
Selling and administrative expenses | (160,982) | (197,472) | (58,659) |
Total operating expense | (592,618) | (315,438) | (134,050) |
Operating (loss) income | (325,685) | (68,852) | 13,612 |
Nonoperating income | (10,078) | (11,603) | (11,811) |
Income taxes expense | 58,059 | 2,779 | (7,072) |
Net loss | (277,704) | (77,676) | $ (5,271) |
TLA | |||
Business Acquisition [Line Items] | |||
Net revenues | 44,739 | ||
Cost of sales | (19,122) | ||
Selling and administrative expenses | (22,737) | ||
Total operating expense | (41,859) | ||
Operating (loss) income | 2,880 | ||
Nonoperating income | 5 | ||
Income taxes expense | (24) | ||
Net loss | $ 2,861 | ||
Honey Birdette | |||
Business Acquisition [Line Items] | |||
Net revenues | 32,288 | ||
Cost of sales | (14,445) | ||
Selling and administrative expenses | (17,341) | ||
Total operating expense | (31,786) | ||
Operating (loss) income | 502 | ||
Nonoperating income | 559 | ||
Income taxes expense | 2,162 | ||
Net loss | $ 3,223 |
Business Combinations - Pro For
Business Combinations - Pro Forma - TLA (Details) - TLA - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Transaction costs | $ 900 | ||
Net revenues - As Reported | $ 246,586 | $ 147,662 | |
Net revenues - Pro Forma | 255,435 | 186,612 | |
Net loss | (77,676) | (5,271) | |
Net loss - Pro Forma | $ (76,264) | $ (12,717) | |
TLA | |||
Business Acquisition [Line Items] | |||
Transaction costs | $ 700 |
Business Combinations - Honey B
Business Combinations - Honey Birdette (Details) - Honey Birdette $ / shares in Units, $ in Thousands | Aug. 19, 2021 shares | Aug. 09, 2021 USD ($) store $ / shares Rate shares | Dec. 31, 2022 store continent |
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 | 61 | |
Number of continents | continent | 3 | ||
Exchange rate | Rate | 73.56% | ||
Deferred tax liability | $ (23,046) | ||
Trade names | |||
Business Acquisition [Line Items] | |||
Initial contract term | 12 years | ||
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 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Goodwill | $ 123,217 | $ 270,577 | $ 504 | |
Honey Birdette | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Cash | $ 3,950 | |||
Inventory | 16,015 | |||
Property and equipment | 5,185 | |||
Other net assets | (12,243) | |||
Unfavorable leasehold interest, net | (1,690) | |||
Total intangible assets | 77,238 | |||
Deferred tax liability | (23,046) | |||
Total net assets acquired | 65,409 | |||
Purchase consideration | 288,790 | |||
Goodwill | $ 223,381 |
Business Combinations - Conso_2
Business Combinations - Consolidated Results of Operation - Honey Birdette (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Net revenues | $ 266,933 | $ 246,586 | $ 147,662 |
Cost of sales | (129,642) | (116,752) | (74,384) |
Selling and administrative expenses | (160,982) | (197,472) | (58,659) |
Total operating expense | (592,618) | (315,438) | (134,050) |
Operating (loss) income | (325,685) | (68,852) | 13,612 |
Nonoperating income | (10,078) | (11,603) | (11,811) |
Income taxes expense | 58,059 | 2,779 | (7,072) |
Net loss | (277,704) | $ (77,676) | $ (5,271) |
Honey Birdette | |||
Business Acquisition [Line Items] | |||
Net revenues | 32,288 | ||
Cost of sales | (14,445) | ||
Selling and administrative expenses | (17,341) | ||
Total operating expense | (31,786) | ||
Operating (loss) income | 502 | ||
Nonoperating income | 559 | ||
Income taxes expense | 2,162 | ||
Net loss | $ 3,223 |
Business Combinations - Pro F_2
Business Combinations - Pro Forma - Honey Birdette (Details) - Honey Birdette - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Aug. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Additional borrowing | $ 70,000 | ||||
Estimated blended statutory rate | 27.55% | ||||
Transaction related costs | $ 9,000 | $ 4,800 | |||
Net revenues - As Reported | $ 246,586 | $ 147,662 | |||
Net revenues - Pro Forma | 292,708 | 201,524 | |||
Net loss | (77,676) | (5,271) | |||
Net loss - Pro Forma | $ (67,772) | $ (15,931) |
Business Combinations - Acquisi
Business Combinations - Acquisition of GlowUp (Details) - USD ($) | Oct. 22, 2021 | Oct. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Contingent consideration, liability | $ 835,000 | $ 36,630,000 | ||
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 | |||
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 years | |||
GlowUp Digital Inc. | Common stock | Satisfaction Of Performance Criteria | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred, equity (in shares) | 664,311 |
Business Combinations - Conso_3
Business Combinations - Consolidated Results of Operation - 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 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 123,217 | $ 270,577 | $ 504 | ||
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 |
Business Combinations - Acqui_2
Business Combinations - Acquisition of GlowUp - Additional Information (Details) - GlowUp Digital Inc. - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 22, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Acquisition | $ 32,600 | $ 32,603 |
Deferred tax liability | $ 538 | |
Developed technology | ||
Business Acquisition [Line Items] | ||
Initial contract term | 3 years |
Accrued Salaries, Wages, and _2
Accrued Salaries, Wages, and Employee Benefits (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) hour plan | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | |||
Number of defined contribution plans | plan | 2 | ||
Australia | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contribution amount | $ 1,000,000 | $ 900,000 | |
401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contribution amount | 1,000,000 | 900,000 | $ 600,000 |
Profit-Sharing Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contribution amount | $ 0 | $ 0 | $ 0 |
Minimum period of continuous service | 12 months | ||
Minimum period of continuous service, hours | hour | 1,000 |
Segment Reporting - Financial I
Segment Reporting - Financial Information by Reportable Segment (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) store state segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 09, 2021 USD ($) country store | Mar. 01, 2021 USD ($) store state | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 3 | ||||
Net revenues | $ 266,933 | $ 246,586 | $ 147,662 | ||
Operating income (loss) | (325,685) | (68,852) | 13,612 | ||
Depreciation and amortization | (13,613) | (7,291) | (2,259) | ||
Goodwill | 123,217 | 270,577 | 504 | ||
Licensing | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | 0 | 0 | |||
Direct-to-Consumer | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | 90,117 | 237,477 | |||
Digital Subscriptions and Content | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | 33,100 | 33,100 | |||
Operating Segments | Licensing | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 60,861 | 66,055 | 63,562 | ||
Operating income (loss) | (73,979) | 48,280 | 43,999 | ||
Depreciation and amortization | 0 | (284) | (606) | ||
Goodwill | 0 | 0 | 0 | ||
Operating Segments | Direct-to-Consumer | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 186,574 | 147,852 | 64,116 | ||
Operating income (loss) | (206,962) | (3,021) | (752) | ||
Depreciation and amortization | (7,637) | (4,710) | (402) | ||
Goodwill | 90,117 | 237,477 | 0 | ||
Operating Segments | Digital Subscriptions and Content | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 18,709 | 31,281 | 18,493 | ||
Operating income (loss) | (13,016) | 9,386 | 9,945 | ||
Depreciation and amortization | (3,843) | (297) | (240) | ||
Goodwill | 33,100 | 33,100 | 504 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | (32,439) | (124,632) | (38,462) | ||
Depreciation and amortization | (2,133) | (2,000) | (808) | ||
Other | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 789 | 1,398 | 1,491 | ||
Operating income (loss) | 711 | 1,135 | (1,118) | ||
Depreciation and amortization | $ 0 | 0 | $ (203) | ||
TLA | |||||
Segment Reporting Information [Line Items] | |||||
Number of stores | store | 40 | 41 | |||
Number of states | state | 5 | 5 | |||
Net revenues | 44,739 | ||||
Operating income (loss) | $ 2,880 | ||||
Goodwill | $ 16,374 | ||||
Honey Birdette | |||||
Segment Reporting Information [Line Items] | |||||
Number of stores | store | 61 | 58 | |||
Number of countries | country | 3 | ||||
Net revenues | $ 32,288 | ||||
Operating income (loss) | $ 502 | ||||
Goodwill | $ 223,381 |
Segment Reporting - Geographic
Segment Reporting - Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 266,933 | $ 246,586 | $ 147,662 |
Long-lived assets | 58,640 | 65,191 | |
China | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 42,514 | 43,535 | 42,569 |
United States | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 158,200 | 152,410 | 76,365 |
Long-lived assets | 50,427 | 57,401 | |
Australia | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 41,877 | 21,379 | 4 |
Long-lived assets | 5,747 | 6,767 | |
UK | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 11,683 | 6,156 | 5,077 |
Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 12,659 | 23,106 | $ 23,647 |
Long-lived assets | $ 2,466 | $ 1,023 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 24, 2023 | Jan. 18, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 29, 2023 | Jan. 23, 2023 | Jan. 09, 2023 | Dec. 19, 2022 | |
Subsequent Event [Line Items] | ||||||||||
Right to purchase shares (in shares) | 0.30681187 | |||||||||
Net proceeds from public offering of stock | $ 0 | $ 202,895 | $ 0 | |||||||
Payments of stock issuance costs | $ 0 | $ 6,910 | $ 262 | |||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Right to purchase shares (in shares) | 0.30681187 | |||||||||
Subscription price (in dollars per share) | $ 3.50 | |||||||||
Percent of VWAP | 85% | |||||||||
Offering price per share (in dollars per share) | $ 2.5561 | |||||||||
Shares sold in offering (in shares) | 19,561,050 | |||||||||
Net proceeds from public offering of stock | $ 50,000 | |||||||||
Net proceeds received | 47,500 | |||||||||
Subsequent Event | Maximum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Percentage of noncontrolling interest under Standstill Agreement | 29.99% | |||||||||
Subsequent Event | Minimum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Percentage of noncontrolling interest under Standstill Agreement | 14.90% | |||||||||
Subsequent Event | Private Placement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares sold in offering (in shares) | 489,026 | |||||||||
Net proceeds received | $ 13,750 | $ 25,000 | ||||||||
Payments of stock issuance costs | $ 1,250 | |||||||||
Subsequent Event | Private Placement | Initial Investment | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares sold in offering (in shares) | 5,868,315 | |||||||||
Net proceeds received | $ 15,000 | $ 15,000 | ||||||||
Subsequent Event | Private Placement | Backstop Investment | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Offering price per share (in dollars per share) | $ 2.5561 | |||||||||
Net proceeds received | $ 10,000 | |||||||||
Subsequent Event | New Credit Agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Repayment of debt | $ 40,000 |