Balance Sheet Components | 1. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of The Arena Group Holdings, Inc. (formerly known as TheMaven, Inc.) and its wholly owned subsidiaries (“The Arena Group” or the “Company”), after eliminating all significant intercompany balances and transactions. The Company does not have any off-balance sheet arrangements. The Company changed its corporate name to The Arena Group Holdings, Inc. from TheMaven, Inc. on February 8, 2022. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in The Arena Group’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 1, 2022. The condensed consolidated financial statements as of March 31, 2022, and for the three months ended March 31, 2022 and 2021, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2021, was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. The Company’s impact during the first quarter of 2022 by the novel coronavirus (“COVID-19”) pandemic has been to a lesser extent than in 2021. With the initial onset of COVID-19, the Company faced significant change in its advertisers’ buying behavior. Since May 2020, there has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college sports yielded steady growth in revenues. Given that the Sports Illustrated media business relies on sporting events to generate content and comprises a material portion of the Company’s revenues, the cash flows and results of operations are susceptible to a widespread cancellation of sporting events or a general limitation of societal activity akin to what is widely known to have occurred in the Unites States and elsewhere during the 2020 calendar year and, to a lesser extent, during the 2021 calendar year. Future widespread shutdowns of in-person economic activity could have a material impact on the Company’s business. As a result of the Company’s advertising revenue declining in early 2021 caused by the widespread cancellations of sporting events, the Company is vulnerable to a risk of loss in the near term and it is at least reasonably possible that events or circumstances may occur that could cause an impact in the near term, that depend on the actions taken to prevent the further spread of COVID-19. The Company operates in one reportable segment. Reverse Stock Split The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give effect to the reverse stock split for all periods presented that was effective on February 9, 2022. The shares of common stock retained a par value of $ 0.01 Use of Estimates Preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the allowance for credit losses, fair values of financial instruments, capitalization of platform development, intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, fair value of assets acquired and liabilities assumed in the business acquisitions, determination of the fair value of stock-based compensation and valuation of derivatives liabilities and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, a consensus of the Emerging Issues Task Force (EITF), In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Loss per Common Share Basic loss per share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock awards are considered outstanding but are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. All restricted stock units are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic loss per common share only when there are no circumstances under which those shares would not be issued. Diluted loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net loss per common share, as their effect would have been anti-dilutive. Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive. Schedule of Net Income (Loss) Per Common Share 2022 2021 As of March 31, 2022 2021 Series G convertible preferred stock 8,582 8,582 Series H Preferred Stock 2,004,971 2,699,312 Restricted Stock Awards 194,806 14,394 Financing Warrants 116,118 131,003 ABG Warrants 999,540 999,540 AllHipHop warrants 5,681 5,681 Publisher Partner Warrants 26,893 35,889 2016 Plan 286,151 321,761 2019 Plan 6,326,538 7,179,349 Outside Options 138,637 138,637 Total 10,107,917 11,534,148 2. Balance Sheet Components The components of certain balance sheet amounts are as follows: Accounts Receivable 1,578 Subscription Acquisition Costs 32,247 24,940 7,307 38,397 30,162 8,235 24,940 one year period, or through March 31, 2023 7,307 one year period ending March 31, 2023 Property and Equipment Schedule of Property and Equipment March 31, 2022 December 31, 2021 As of March 31, 2022 December 31, 2021 Office equipment and computers $ 1,407 $ 1,341 Furniture and fixtures 1 1 Gross property and equipment 1,408 1,342 Less accumulated depreciation and amortization (815 ) (706 ) Net property and equipment $ 593 $ 636 Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $ 114 and $ 110 , respectively. Platform Development Summary of Platform Development Costs March 31, 2022 December 31, 2021 As of March 31, 2022 December 31, 2021 Platform development $ 16,699 $ 21,997 Less accumulated amortization (6,686 ) (12,698 ) Net platform development $ 10,013 $ 9,299 A summary of platform development activity for the three months ended March 31, 2022 is as follows: Summary of Platform Development Cost Activity Platform development beginning of period $ 21,997 Payroll-based costs capitalized 1,582 Less dispositions (7,356 ) Total capitalized costs 16,223 Stock-based compensation 687 Impairments (211 ) Platform development end of period $ 16,699 Amortization expense for the three months ended March 31, 2022 and 2021, was $ 1,344 1,069 211 0 Intangible Assets Schedule of Intangible Assets Subjects to Amortization As of March 31, 2022 As of December 31, 2021 Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 17,333 $ (12,214 ) $ 5,119 $ 17,579 $ (11,465 ) $ 6,114 Trade name 3,328 (851 ) 2,477 3,328 (782 ) 2,546 Brand name 5,175 (427 ) 4,748 5,175 (298 ) 4,877 Subscriber relationships 73,459 (36,252 ) 37,207 73,459 (32,623 ) 40,836 Advertiser relationships 2,240 (629 ) 1,611 2,240 (570 ) 1,670 Database 2,397 (1,304 ) 1,093 2,397 (1,104 ) 1,293 Subtotal amortizable intangible assets 103,932 (51,677 ) 52,255 104,178 (46,842 ) 57,336 Website domain name - - - 20 - 20 Total intangible assets $ 103,932 $ (51,677 ) $ 52,255 $ 104,198 $ (46,842 ) $ 57,356 Amortization expense for the three months ended March 31, 2022 and 2021 was $ 5,055 4,951 967 1,098 46 0 |