エドガーで原本を確認する
DELAWARE |
001-12471 | 68-0232575 | ||||||
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.01 per share | AREN | NYSE American | ||||||||||||
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
| THE ARENA GROUP HOLDINGS, INC. | ||||||||
| Dated: May 11, 2026 | ||||||||
| By: | /s/ Paul Edmondson | |||||||
| Name: | Paul Edmondson | |||||||
| Title: | Chief Executive Officer | |||||||
| As of | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 11,230 | $ | 10,338 | |||||||
Accounts receivable (net of allowances of $1,169 and $1,255 at March 31, 2026 and December 31, 2025, respectively) |
18,149 | 22,270 | |||||||||
| Prepayments and other current assets | 3,125 | 3,022 | |||||||||
| Total current assets | 32,504 | 35,630 | |||||||||
| Property and equipment, net | 56 | 56 | |||||||||
| Operating lease right-of-use assets | 1,957 | 2,031 | |||||||||
| Platform development, net | 9,506 | 9,762 | |||||||||
| Acquired and other intangible assets, net | 21,519 | 22,412 | |||||||||
| Other long term assets | 133 | 137 | |||||||||
| Goodwill | 42,575 | 42,575 | |||||||||
| Total assets | $ | 108,250 | $ | 112,603 | |||||||
| Liabilities and stockholders’ deficiency | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 3,063 | $ | 1,676 | |||||||
| Accrued expenses and other | 5,354 | 7,631 | |||||||||
| Unearned revenue | 2,468 | 3,251 | |||||||||
Subscription and returns reserve liability |
580 | 508 | |||||||||
| Operating lease liability, current portion | 413 | 402 | |||||||||
| Liquidated damages payable | 3,610 | 3,535 | |||||||||
| Total current liabilities | 15,488 | 17,003 | |||||||||
| Unearned revenue, net of current portion | 35 | 43 | |||||||||
| Operating lease liability, net of current portion | 1,963 | 2,071 | |||||||||
| Deferred tax liabilities | 591 | 733 | |||||||||
| Term debt | 97,592 | 97,578 | |||||||||
| Total liabilities | 115,669 | 117,428 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' deficiency: | |||||||||||
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 47,602,790 and 47,594,930 shares at March 31, 2026 and December 31, 2025, respectively |
482 | 482 | |||||||||
| Additional paid-in capital | 349,262 | 349,198 | |||||||||
| Accumulated deficit | (357,163) | (354,505) | |||||||||
| Total stockholders’ deficiency | (7,419) | (4,825) | |||||||||
| Total liabilities and stockholders’ deficiency | $ | 108,250 | $ | 112,603 | |||||||
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue | $ | 20,406 | $ | 31,815 | |||||||
Cost of revenue (includes amortization of platform development and developed technology for the three months ended March 31, 2026 and 2025 of $1,050 and $1,276, respectively. |
13,325 | 16,146 | |||||||||
| Gross profit | 7,081 | 15,669 | |||||||||
| Operating expenses | |||||||||||
| Selling and marketing | 1,851 | 2,134 | |||||||||
| General and administrative | 4,641 | 5,283 | |||||||||
| Depreciation and amortization | 893 | 890 | |||||||||
| Total operating expenses | 7,385 | 8,307 | |||||||||
| Income (loss) from operations | (304) | 7,362 | |||||||||
| Other (expense) income | |||||||||||
| Interest expense, net | (2,421) | (3,004) | |||||||||
| Liquidated damages | (75) | (75) | |||||||||
| Total other expense | (2,496) | (3,079) | |||||||||
| Income (loss) before income taxes | (2,800) | 4,283 | |||||||||
| Income tax benefit (provision) | 142 | (286) | |||||||||
| Income (loss) from continuing operations | (2,658) | 3,997 | |||||||||
| Income from discontinued operations, net of tax | — | 23 | |||||||||
| Net income (loss) | $ | (2,658) | $ | 4,020 | |||||||
Basic net income (loss) per common share: |
|||||||||||
| Continuing operations | $ | (0.06) | $ | 0.08 | |||||||
| Discontinued operations | — | — | |||||||||
| Basic net income (loss) per common share | $ | (0.06) | $ | 0.08 | |||||||
Diluted net income (loss) per common share: |
|||||||||||
| Continuing operations | $ | (0.06) | $ | 0.08 | |||||||
| Discontinued operations | — | — | |||||||||
| Diluted net income (loss) per common share | $ | (0.06) | $ | 0.08 | |||||||
Weighted average number of common shares outstanding: |
|||||||||||
| Basic | 47,490,739 | 47,458,076 | |||||||||
| Diluted | 47,490,739 | 47,466,658 | |||||||||
| ● | does not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us; | |||||||
| ● | does not reflect income tax provision or benefit, which is a noncash income or expense; | |||||||
| ● | does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements; | |||||||
| ● | does not reflect stock-based compensation and, therefore, does not include all of our compensation costs; | |||||||
| ● | does not reflect the change in valuation of contingent consideration, and, although this is a noncash income or expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock; | |||||||
| ● | does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to); | |||||||
| ● | does not reflect any losses from the impairment of assets, which is a noncash operating expense; | |||||||
| ● | does not reflect any losses from the sale of assets, which is a noncash operating expense | |||||||
| ● | does not reflect the employee retention credits recorded by us for payroll related tax credits under the CARES Act; | |||||||
| ● | does not reflect payments related to employee severance and employee restructuring changes for our former executives; | |||||||
| ● | does not reflect the professional and vendor fees incurred by us for services provided by consultants, accountants, lawyers, and other vendors, which services were related to certain types of events that are not reflective of our business operations; and | |||||||
| ● | may not reflect proper non direct cost allocations. | |||||||
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net income (loss) | $ | (2,658) | $ | 4,020 | |||||||
| Less: Income from discontinued operations | — | (23) | |||||||||
| Income (loss) from continuing operations | (2,658) | 3,997 | |||||||||
| Add: | |||||||||||
| Interest expense, net (1) | 2,421 | 3,004 | |||||||||
| Income taxes | (142) | 286 | |||||||||
| Depreciation and amortization (2) | 1,943 | 2,166 | |||||||||
| Stock-based compensation (3) | 64 | 182 | |||||||||
| Liquidated damages (4) | 75 | 75 | |||||||||
| Adjusted EBITDA | $ | 1,703 | $ | 9,710 | |||||||
(1) |
Interest expense is related to our capital structure and varies over time due to a variety of financing transactions. Interest expense includes $14 and $31 for amortization of debt discounts for the three months ended March 31, 2026 and 2025 respectively, as presented in our condensed consolidated statements of cash flows, which are noncash items. Investors should note that interest expense will recur in future periods. |
||||
(2) |
Depreciation and amortization related to our developed technology and our Platform is included within cost of revenues of $1,050 and $1,276 for the three months ended March 31, 2026 and 2025, respectively, and depreciation and amortization is included within operating expenses of $893 and $890 for the three months ended March 31, 2026 and 2025, respectively. We believe (i) the amount of depreciation and amortization expense in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods. |
||||
(3) |
Stock-based compensation represents noncash costs arise from the grant of stock-based awards to employees, consultants and directors. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future. |
||||
| (4) | Liquidated damages (or interest expense related to accrued liquidated damages) represents amounts we owe to certain of our investors in private placements offerings conducted in fiscal years 2018 through 2020, pursuant to which we agreed to certain covenants in the respective securities purchase agreements and registration rights agreements, including the filing of resale registration statements and becoming current in our reporting obligations, which we were not able to timely meet. |
||||