SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|x||QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
For the quarterly period ended March 31, 2023
|o||TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
For the transition period from _________ to_________
Commission File Number: 001-40329
|Troika Media Group, Inc.|
|(Exact name of registrant as speciﬁed in its charter)|
|(State or other jurisdiction of|
incorporation or organization)
25 West 39th Street, 6th Floor, New York, NY
|(Address of principal executive oﬃces)||(Zip Code)|
(Registrant’s telephone number, including area code)
(Former name, former address and former ﬁscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class|
Name of each exchange
on which registered
|Common Shares, $0.001 par value||TRKA|
The Nasdaq Capital Market
|Redeemable warrants to acquire common stock||TRKAW||The Nasdaq Capital Market|
Indicate by check mark whether the registrant (1) has ﬁled all reports required to be ﬁled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ﬁle such reports), and (2) has been subject to such ﬁling requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such ﬁles). x Yes o No
Indicate by check mark whether the registrant is a large accelerated ﬁler, an accelerated ﬁler, a non-accelerated ﬁler, a smaller reporting company, or an emerging growth company. See the deﬁnitions of “large accelerated ﬁler,” “accelerated ﬁler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated ﬁler||o||Accelerated ﬁler||o|
|Non-accelerated Filer ||x||Smaller reporting company||x|
|Emerging growth company||o|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as deﬁned in Rule 12b-2 of the Exchange Act). ☐ Yes x No
Outstanding at May 12, 2023
|Common Stock, $.001 par value||413,121,171|
TABLE OF CONTENTS
Troika Media Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
|Current assets:|| || |
|Cash and cash equivalents||$||24,898,162 ||$||28,403,797 |
|Accounts receivable, net||25,142,495 ||10,801,299 |
|Prepaid expenses and other current assets||1,628,734 ||1,388,084 |
|Total current assets||51,669,391 ||40,593,180 |
|Other assets||702,750 ||702,750 |
|Property and equipment, net||306,760 ||618,699 |
|Right-of-use lease assets||2,863,235 ||3,029,785 |
|Amortizable intangible assets, net||62,723,611 ||64,761,111 |
|Goodwill||45,518,505 ||45,518,505 |
|Total assets||$||163,784,252 ||$||155,224,030 |
|LIABILITIES AND STOCKHOLDERS’ EQUITY|| || |
|Current liabilities:|| || |
|Accounts payable||$||20,979,020 ||$||14,270,063 |
|Accrued and other current liabilities||7,066,809 ||8,390,196 |
|Accrued billable expenses||15,862,371 ||7,810,126 |
|Deferred revenue||9,159,035 ||6,209,442 |
|Current portion of long term debt, net of deferred financing costs||1,581,328 ||1,551,211 |
|Convertible note payable||60,006 ||60,006 |
|Note payable - related party, current||— ||30,000 |
|Operating lease liabilities, current||1,561,697 ||1,506,534 |
|Acquisition liabilities||9,346,504 ||9,293,402 |
|Contingent liability||939,224 ||3,385,000 |
|Total current liabilities||66,555,994 ||52,505,980 |
|Long-term liabilities:|| || |
|Long-term debt, net of deferred financing costs||64,427,219 ||64,833,844 |
|Operating lease liabilities, non-current||6,789,684 ||7,192,662 |
|Other long-term liabilities||212,600 ||212,432 |
|Total liabilities||137,985,497 ||124,744,918 |
|Commitments and Contingencies (Note 10)|| || |
|Stockholders’ equity:|| || |
Preferred stock, $0.01 par value: 25,000,000 shares authorized
|— ||— |
Series E Preferred Stock ($0.01 par value: 500,000 shares authorized, 5,955 and 310,793 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively); redemption amount and liquidation preference $0.6 million and $31.1 million , as of March 31, 2023 and December 31, 2022, respectively
|59 ||3,107 |
Common stock, ($0.001 par value: 800,000,000 shares authorized; 402,389,013 and 139,302,225 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively)
|413,081 ||139,302 |
|Additional paid-in-capital||268,622,888 ||265,673,246 |
|Total stockholders’ equity||25,798,755 ||30,479,112 |
|Total liabilities and stockholders’ equity ||$||163,784,252 ||$||155,224,030 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Troika Media Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
| ||Three Months Ended March 31, |
|Revenue||$||59,038,338 ||$||15,685,000 |
|Cost of revenue||50,283,718 ||11,738,000 |
|Gross profit||8,754,620 ||3,947,000 |
|Operating expenses:|| || |
|Selling, general and administrative expenses||11,163,317 ||17,183,000 |
|Depreciation and amortization||2,063,295 ||429,000 |
|Total operating expenses||13,226,612 ||17,612,000 |
|Other income (expense):|
|Miscellaneous income (expense)||47,888 ||(590,000)|
|Total other expense||(3,392,768)||(690,000)|
|Loss from operations before income taxes||(7,864,760)||(14,355,000)|
|Income tax expense||(35,970)||(33,000)|
|Foreign currency translation adjustment||— ||36,000 |
|Loss per share:|| || |
|Weighted average number of shares outstanding:|
|Basic||248,757,121 ||48,051,751 |
|Diluted||248,757,121 ||48,051,751 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Troika Media Group, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders’ Equity
For the Three Months Ended March 31, 2023 and 2022
|Preferred Stock Series A||Preferred Stock Series E|
|Balance - December 31, 2022||$||— ||$||3,107 ||$||139,302 ||$||265,673,246 ||$||(235,336,543)||$||— ||$||30,479,112 |
|Stock-based compensation expense||— ||— ||— ||547,197 ||— ||— ||547,197 |
|Cashless exercise of warrants for common shares||— ||— ||141,151 ||(141,151)||— ||— ||— |
|Conversion of Preferred Series E shares to common shares||— ||(3,048)||121,935 ||(118,887)||— ||— ||— |
|Partial liquidated damages settled in common shares||— ||— ||10,693 ||2,662,483 ||— ||— ||2,673,176 |
|Net loss||— ||— ||— ||— ||(7,900,730)||— ||(7,900,730)|
|Balance - March 31, 2023||$||— ||$||59 ||$||413,081 ||$||268,622,888 ||$||(243,237,273)||$||— ||$||25,798,755 |
| ||Preferred Stock Series A||Preferred Stock Series E |
|Balance - December 31, 2021||$||7,000 ||$||— ||$||44,000 ||$||208,085,000 ||$||(193,138,000)||$||(386,000)||$||14,612,000 |
|Record vested deferred compensation relating to Redeeem employees||— ||— ||— ||805,000 ||— ||— ||805,000 |
|Issuance of common stock related to Converge acquisition||— ||— ||12,000 ||14,863,000 ||— ||— ||14,875,000 |
|Record preferred stock issued to PIPE||— ||5,000 ||— ||(5,000)||— ||— ||— |
|Stock-based compensation||— ||— ||8,000 ||9,088,000 ||— ||— ||9,096,000 |
|Foreign currency translation reclassification||— ||— ||— ||— ||— ||36,000 ||36,000 |
|Net loss||$||— ||$||— ||$||— ||$||— ||$||(14,388,000)||$||— ||(14,388,000)|
|Balance - March 31, 2022||$||7,000 ||$||5,000 ||$||64,000 ||$||232,836,000 ||$||(207,526,000)||$||(350,000)||$||25,036,000 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Troika Media Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
|Three Months Ended|
|CASH FLOWS FROM OPERATING ACTIVITIES:|| || |
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities:|| || |
|Depreciation and amortization||2,063,295 ||429,000 |
|Amortization of right-of-use assets||166,550 ||471,000 |
|Amortization of deferred financing costs||579,742 ||— |
|Stock-based compensation||547,197 ||9,893,000 |
|Accretion of interest on acquisition liabilities||53,102 ||— |
|Gain on derivative liabilities||— ||(213,000)|
|Tax provision on income||— ||— |
|Provision for bad debt||61,413 ||41,000 |
|Partial liquidated damages expense||227,400 ||— |
|Change in operating assets and liabilities:|| || |
|Prepaid expenses||(240,650)||179,000 |
|Accounts payable and accrued expenses||13,729,456 ||5,689,000 |
|Deferred expenses||— ||(279,000)|
|Other assets||— ||(62,000)|
|Operating lease liability||(347,815)||(225,000)|
|Deferred revenue||2,949,593 ||14,383,000 |
|Other long-term liabilities ||168 ||37,000 |
|Net cash (used in) provided by operating activities||(2,513,888)||6,040,000 |
|CASH FLOWS FROM INVESTING ACTIVITIES:|| || |
|Net cash paid for acquisition of Converge||— ||(82,730,000)|
|Purchase of property and equipment||(5,497)||(65,000)|
|Net cash used in investing activities||(5,497)||(82,795,000)|
|CASH FLOWS FROM FINANCING ACTIVITIES:|| || |
|Proceeds from the issuance of preferred stock, net of offering costs||— ||44,405,000 |
|Repayment of other long-term liabilities||— ||(147,000)|
|Payment of stimulus loan programs||— ||(435,000)|
|Principal payments made for bank loan||(956,250)||— |
|Payments for note payable to related party||(30,000)||(30,000)|
|Proceeds from bank loan, net of debt issuance cost||— ||69,718,000 |
|Net cash (used in) provided by financing activities||(986,250)||113,511,000 |
|Effect of exchange rate on cash||— ||(2,015,411)|
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS||$||(3,505,635)||$||34,740,589 |
|CASH AND CASH EQUIVALENTS — beginning of period||28,403,797 ||12,066,000 |
|CASH AND CASH EQUIVALENTS — end of period||$||24,898,162 ||$||46,806,589 |
| || || |
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:|| || |
|Cash paid during the period for:|| || |
|Interest expense||$||2,834,660 ||$||3,000 |
Noncash investing and financing activities:
| || |
|Conversion of Series E Preferred shares to common shares||$||30,484,000 ||$||— |
|Cashless exercise of warrants for common shares||$||34,690,000 ||$||— |
|Settlement of contingent liability in common shares||$||2,673,176 ||$||— |
|Write-off of property and equipment included in liabilities||$||291,641 ||$||— |
|Fair value of common stock issued relating to the Converge Acquisition||$||— ||$||14,875,000 |
|Warrants issued relating to debt financing||$||— ||$||2,232,000 |
|Warrants issued relating to equity financing||$||— ||$||28,407,000 |
|Record acquisition liability relating to Converge Acquisition||$||— ||$||5,000,000 |
|Capitalized fee on initial term loan||$||— ||$||1,500,000 |
|Original issue discount on amount held in escrow||$||— ||$||900,000 |
|Issuance of common stock related to stock payable||$||— ||$||104,000 |
|Issuance of common stock to contractors for services||$||— ||$||40,000 |
|Right-of-use assets acquired through adoption of ASC 842||$||— ||$||467,000 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
TROIKA MEDIA GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. Description of Business and Basis of Presentation
Description of Business
Troika Media Group, Inc. (“Company”, “our” or “we”) is a professional services company that architects and builds enterprise value in consumer facing brands to generate scalable performance driven revenue growth. The Company delivers three solutions pillars that CREATE brands and experiences and CONNECT consumers through emerging technology products and ecosystems to deliver PERFORMANCE based measurable business outcomes.
On March 22, 2022 (the “Closing Date”), the Company, through its wholly owned subsidiary CD Acquisition Corp, executed a Membership Interest Purchase Agreement ("MIPA") for the acquisition of all the equity of Converge Direct, LLC and its affiliates ("Converge") for an aggregate purchase price of $125.0 million valued at $114.9 million. The MIPA identifies the seller parties as the Converge Sellers. See Note 3 – Converge Direct Acquisition to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more discussion on the Converge Acquisition.
Unaudited Interim Financial Statements
The accompanying interim condensed consolidated unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X, and should be read in conjunction with the Company’s Transition Report on Form 10-K/T (as amended by Form 10-KT/A) for the six month transition period ended December 31, 2022. The financial statements as of March 31, 2023 and for the three months ended March 31, 2023 presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. The condensed consolidated balance sheet as of December 31, 2022, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year.
NOTE 2. Accounting Policies
Principles of Consolidation
The condensed consolidated financial statements of the Company include the accounts of Troika Media Group, Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amount of revenues and expenses. Such estimates include the valuation of accounts receivable and the determination of the allowance for doubtful accounts, the valuation and useful life of capitalized equipment costs and long-lived assets, valuation of warrants and options, the determination of the useful lives and any potential impairment of long-lived assets such as intangible assets and goodwill, the allocation of purchase consideration to assets and liabilities due to the Converge Acquisition, stock-based compensation, and deferred tax assets. Management believes its use of estimates in the condensed consolidated financial statements to be reasonable.
Recently Adopted Accounting Pronouncements
In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” ("ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and
inconsistency. The Company has adopted the guidance effective January 1, 2023. The adoption of the pronouncement did not have a material impact on the financial statements when adopted.
Recently Issued Accounting Pronouncements Not Yet Adopted
NOTE 3 – Converge Direct Acquisition
On March 22, 2022 (the “Closing Date”), the Company through its wholly owned subsidiary CD Acquisition Corp, executed a Membership Interest Purchase Agreement ("MIPA") for the acquisition of all the equity of Converge Direct, LLC and its affiliates ("Converge") and 40% of the equity of Converge Marketing Services, LLC an affiliated entity, for a notional aggregate purchase price of $125.0 million valued for accounting purposes at approximately $114.9 million. The MIPA identifies the seller parties as the Converge Sellers.
The cash portion of the purchase price consisted of $65.9 million paid on the date of the acquisition, $29.1 million held in escrow payable upon satisfaction of certain conditions, and another $5.0 million payable 12 months after the acquisition date contingent on the Company satisfying its bank covenants and at the option of the payee payment will be in the form of cash or common stock of the Company valued at $2.00 per share. The remaining $25.0 million was paid in the form of 12.5 million shares of the Company’s restricted common stock at a price of $2.00 per share, which for accounting purposes was valued at $1.19 per share for $14.9 million. All 12.5 million shares were subject to a nine (9) month lock-up period. Pursuant to the provisions of the MIPA dated as of November 22, 2021, as amended, an aggregate of $2.5 million (10%) or
1,250,000 shares of the common stock issued to the Sellers are held in escrow to secure against claims for indemnification. The escrowed shares will be held until the later of (a) one year from the Closing Date, or (b) the resolution of indemnification claims. The Company is accounting for the transaction under the purchase method of accounting in accordance with the provisions of ASC Topic 805 Business Combinations (ASC 805). On the Closing Date, Converge became a wholly-owned subsidiary.
The Company recorded the $5.0 million payable due at March 21, 2023, at its net present value of $4.7 million at March 22, 2022. Further, pursuant to the MIPA, the Company recorded an additional liability totaling $4.3 million which represents the excess net working capital value received by the Company at the purchase date. Per the terms of the MIPA, this amount was to be repaid within 120 days of closing. As of March 31, 2023, a total of $9.3 million is included within acquisition liabilities on the condensed consolidated balance sheets.
On March 21, 2022, the Company entered into employment agreements with Sid Toama and Tom Marianacci, two (2) former owners of Converge. Mr. Toama was appointed President of TMG and Mr. Marianacci was appointed as President of the Converge entities.
On February 10, 2023, the Company and Mr. Toama entered into a letter agreement (the "Toama Letter Agreement") amending certain terms of Mr. Toama’s employment agreement, including by appointing him Chief Executive Officer of the Company. See the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2023, the contents of which are incorporated by reference herein, and the Toama Letter Agreement filed as Exhibit 10.2 hereto.
Purchase Price Allocation
The Company negotiated the purchase price based on the expected cash flows to be derived from their operations after integration into the Company’s existing distribution, production and service networks. The acquisition purchase price is allocated based on the fair values of the assets acquired and liabilities assumed, which are based on management estimates and third-party appraisals. The Company engaged a valuation expert to provide guidance to management which was considered and in part relied upon in completing its purchase price allocation. The excess of the purchase price over the aggregate estimated fair value of net assets acquired was allocated to goodwill.
The following table summarizes the allocation of the purchase price of the assets acquired related to the acquisition as of the closing date:
|Current assets||$||33,856,000 |
|Fixed assets||233,000 |
|Other non-current assets||4,340,000 |
|Intangible assets||71,100,000 |
|Other non-current liabilities||(5,506,000)|
The estimated fair values of the identifiable intangible assets acquired were calculated using an income valuation approach which requires a forecast of expected future cash flows either through the use of relief-from-royalty method or multi-period excess earnings methods (MPEEM). The estimated useful lives are based on the Company’s experience and expectations as to the duration of the time the Company expects to realize benefits of the assets.
The estimated fair values of the identifiable intangible assets acquired, estimated useful lives and related valuation methodology are as follows:
|Intangible Assets:||Preliminary Fair Value|| ||Life in Years||Discount Rate|| ||Valuation Method|
|Customer relationships||$||53,600,000 ||10||17.8 ||%||Income (MPEEM)|
|Technology||10,400,000 ||5||17.8 ||%||Income (Relief-from-Royalty)|
|Tradename||7,100,000 ||10||18.8 ||%||Income (Relief-from-Royalty)|
| ||$||71,100,000 || || || |
The Company will amortize the intangible assets above on a straight line basis over their estimated useful lives.
NOTE 4. Revenue and Accounts Receivable
The Company generates revenues primarily by delivering both managed services and performance based marketing services to customers. The Company’s revenue recognition policies that describe the nature, amount, timing and uncertainty associated with each major source of revenue from contracts with customers are summarized below.
Managed and Professional Services
The Company provides a service (such as, but not limited to, media planning, media buying, media ROI measurement, and media or marketing performance reporting). The Company is compensated for the delivery of services and/or goods to a client and the revenue includes both the anticipated costs to deliver the product or service as well as the Company’s margin, which is arranged in one of three ways (i) a predetermined retainer amount (ii) cost plus margin or (iii) a predetermined commission percentage based on the total media spend executed by the Company on a client’s behalf.
As per ASC 606-10-25-31, the Company recognizes managed and professional service fees over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. Revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of inputs is the costs consumed by a project in relation to its total anticipated costs.
Consultative service engagements typically do not incur a significant amount of direct costs; however, any costs are recognized as incurred. Professional services fees are recognized evenly throughout the term of the agreement.
Performance Solutions (“Pay Per Event”)
The Company provides to its clients the ability to pay for a marketing or sales event rather than incurring the media and services expense in a managed service engagement. The Company utilizes the same functions that it delivers in its managed services offering, but only charges a client for a predetermined marketing or sales outcome. The fees in this situation will typically be tied to a (i) cost per phone call, (ii) cost per web form lead, (iii) cost per consumer appointment, (iv) cost per qualified lead, and (v) cost per sale. There is a premium that is charged to the client for the Performance Solutions service due to the fact that the Company is taking on the cost risk associated with the services and media that it is executing without knowing that revenue will be generated. The risk is mitigated by the fact that the client has agreed to purchase the “work product’” (lead, call, etc.) at a predetermined cost and the Company charges higher margins associated with the service.
The Company recognizes revenues for performance advertising when a user engages with the advertisement, such as a click, a view, or a purchase. Generally, advertising revenues are reported on a gross basis, that is, the amounts billed to our customers are recorded as revenues, and amounts paid to suppliers are recorded as cost of revenues. Where we are the principal, we control the advertising and services before they are transferred to our customers. Our control is evidenced by our being primarily responsible to our customers and having a level of discretion in establishing pricing.
The Company’s payment terms vary by the type of customer. Generally, payment terms range from prepayment to sixty (60) days after revenue is earned.
Principal versus Agent Revenue Recognition
Our customers reimburse us for expenses relating to the out-of-pocket costs associated with the provision of Managed Services engagements. This includes third party expenses such as media costs and administrative fees, technology fees, production expenses, data costs, and other third-party expenses that the Company incurs on behalf of a client that is needed to deliver the services. In accordance with ASC 606-10-25-31, the Company recognizes reimbursement income over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. The revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of input is the costs incurred to date in relation to the anticipated costs. As a result, unless an overage or saving is identified, the reimbursement income equates to the reimbursement costs incurred. Given that the Company contracts directly with the majority of the vendors, the Company is deemed a principal in this revenue transaction as they have control over the asset and transfer the asset themselves. As a result, this transaction is recorded gross rather than net. Accruals for costs incurred but not yet billed by third parties are recorded in accrued billable expenses on the condensed consolidated balance sheets.
Contract Balances from Contracts with Customers
An account receivable is recorded when there is an unconditional right to consideration based on a contract with a customer. For certain types of contracts with customers, the Company may recognize revenue in advance of when the customer is issued the invoice, resulting in an amount recorded to contract assets. Once the Company has an unconditional right to consideration under these contracts, the contract assets are recorded to accounts receivable on the condensed consolidated balance sheets.
When consideration is received from a customer prior to transferring services to the customer under the terms of a contract, a contract liability (deferred revenue) is recorded. Deferred revenue is recognized as revenue when, or as, control of the services is transferred to the customer and all revenue recognition criteria have been met.
The following table provides information about current contract balances from contracts with customers:
|March 31,||December 31,|
|Accounts receivable||$||25,142,495 ||$||10,801,299 |
|Deferred revenue||$||9,159,035 ||$||6,209,442 |
Accounts receivable is presented net of allowance for doubtful accounts. The Company analyzes receivables aging, customer specific risks, and other factors to estimate its allowance. The Company’s allowance for doubtful accounts was $1.1 million and $1.0 million as of March 31, 2023 and December 31, 2022, respectively.
The amount of revenue recognized during the three months ended March 31, 2023, relating to the deferred revenue recorded as of December 31, 2022, was $0.1 million.
NOTE 5. Property and Equipment
Property and equipment consist of the following as of March 31, 2023, and December 31, 2022:
| ||March 31,|
|Computer equipment||$||277,582 ||$||820,000 |
|Website design||— ||6,000 |
|Office machine & equipment||— ||109,000 |
|Furniture & fixtures||18,611 ||338,000 |
|Leasehold improvements||150,425 ||436,000 |
|Total Property and equipment||446,618 ||1,709,000 |
|Less: accumulated depreciation||(139,858)||(1,090,000)|
|Property and equipment, net||$||306,760 ||$||619,000 |
During the three months ended March 31, 2023 and 2022, depreciation expense was $26 thousand and $33 thousand, respectively.
As of March 31, 2023, the Company wrote-off approximately $0.3 million of property and equipment related to the legacy Troika and Mission entities. The write-off of the property and equipment was recorded against the restructuring liabilities.
NOTE 6. Amortizable Intangible Assets
The Company's intangible assets subject to amortization are as follows:
| ||March 31,|
|Customer relationship||$||53,600,000 ||$||53,600,000 |
|Technology||10,400,000 ||10,400,000 |
|Tradename||7,100,000 ||7,100,000 |
|Total intangible assets||71,100,000 ||71,100,000 |
|Less: accumulated amortization||(8,376,389)||(6,339,000)|
|Total amortizable intangible assets, net||$||62,723,611 ||$||64,761,000 |
Purchased intangible assets with finite useful lives are amortized over their respective estimated useful lives (using an accelerated method for customer relationships and trade names) to their estimated residual values, if any. The Company’s finite-lived intangible assets consist of customer relationships, contractor and resume databases, trade names, and internal use software and are being amortized over periods ranging from two to ten years. Purchased intangible assets are reviewed
annually to determine if facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, recoverability is assessed by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts.
During the three months ended March 31, 2023 and 2022, amortization expense was $2.0 million and $0.4 million, respectively.
As of March 31, 2023, estimated amortization expense related to the Company's intangible assets is as follows:
|Fiscal year ending December 31:|
|Remaining 2023||$||6,112,500 |
Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the rate of amortization is accelerated and the remaining carrying value is amortized over the new shorter useful life. The Company completed its quarterly triggering events assessments for the three months ended March 31, 2023 and 2022, and determined the Company had no impairments during either period.
NOTE 7. Restructuring
Initiated in the fourth quarter of the fiscal year ended June 30, 2022, the Company underwent organizational changes to further streamline operations. This restructuring program includes workforce reductions, closure of excess facilities, and other charges. The restructuring program resulted in costs incurred primarily for (1) workforce reduction of 113 employees across certain business functions and operating units, (2) abandoned or excess facilities relating to lease terminations and non-cancelable lease costs and (3) other charges, which include but are not limited to legal fees, regulatory/compliance expenses, and contractual obligations. For the three months ended March 31, 2023 these costs are primarily recorded within selling, general and administrative costs, unless otherwise specified, within the condensed consolidated statements of operations
Certain legacy Troika subsidiaries were dissolved and consolidated within the remaining subsidiaries as part of the restructuring program. Company management performed an analysis of the certain Troika, Mission, and Redeeem companies to determine whether discontinued operation classification was appropriate. In the evaluation, the Company considered ASC 205 Presentation of Financial Statements and specifically ASC 205-20 Discontinued Operations. Under that guidance, a disposal shall be reported in discontinued operations if the disposal represents a strategic shift that will have a major impact on an entity’s operations and financial results. The Troika, Mission, and Redeeem subsidiaries did not have a major impact on the Company's operations, and management did not consider them to be separate segments or geographic areas in our reported results. The subsidiaries were consolidated, operated within the same geographical areas, and provided similar professional services as the Converge business, which are marketing and advertising consultative services. Therefore, the Company does not believe this represented a strategic shift in business operations but a strategic overall in cost reduction, operating efficiencies and establishing a stable baseline for future scalable growth. Further, the Company considered if the abandonment of these subsidiaries had a major effect on the entities’ operations and financial results. We noted that the guidance does not provide any “bright lines” when evaluating the quantitative factors that would represent a strategic shift. The Company does believe that these changes will deliver significant future cost savings to the consolidated entity in the form of selling, general and administrative costs as a result of the workforce reductions and excess facilities costs.
Based on the quantitative analysis of the six months ended December 31, 2022 results, the Company noted that the total revenues from these certain subsidiaries only constituted three point six percent (3.6%) of total consolidated revenues and one percent (1%) of the total consolidated assets. Based on this analysis the Company determined there was not a
significant impact on the Company’s operations and financial results. Therefore, discontinued operations reporting was not required.
For the three months ended March 31, 2023, our restructuring activities totaling approximately $0.7 million included employee severance and certain professional fees associated with restructuring activities and support.
The components of the restructuring charges are listed below.
|Three months ended March 31,|
|Severance and termination costs||$||392,946 |
|Other exit costs||299,258 |
|Total restructuring charges||$||692,203 |
There were no restructuring costs recorded during the three months ended March 31, 2022.
The following is a summary of the components of the restructuring reserve liability:
|March 31, 2023|
|Severance and termination costs||$||753,631 |
|Other exit costs||104,996 |
|Total restructuring liabilities||$||858,627 |
The change in the restructuring reserve liability for the three months ended March 31, 2023 was as follows:
|Category||Balance as of December 31, 2022||Charges||Payments||Adjustments||Balance as of March 31, 2023|
|Severance and termination costs||$||496,599 ||327,000 ||(69,968)||— ||$||753,631 |
|Other exit costs||$||401,260 ||— ||— ||(296,264)||$||104,996 |
|Total||$||897,859 ||327,000 ||(69,968)||(296,264)||$||858,627 |
As of December 31, 2022, the Company had accrued restructuring liabilities of approximately $0.9 million, of which $0.5 million was related to severance and termination costs, and $0.4 million was related to other exit costs. During the three months ended March 31, 2023, the restructuring liability decreased by approximately $39 thousand, resulting in a balance of approximately $0.9 million as of March 31, 2023. The changes in the liability from the restructuring program include (1) approximately $0.3 million in severance costs incurred, (2) a cash payment of approximately $0.1 million for severance and termination, and (3) adjustments of approximately $0.3 million to write-off property and equipment. Approximately $0.5 million of restructuring expenses incurred during the quarter were expensed as incurred to selling, general, and administrative expenses and did not have a restructuring reserve. See Note 5 to the condensed consolidated financial statements included in “Part I — Item 1. Financial Statements” of this Quarterly Report on Form 10-Q for more information.
NOTE 8. Credit Facilities
Debt related to the Senior Secured Credit Facility, Convertible Note Payable, and Related Party Note Payable consisted of the following:
|Effective Interest Rate||March 31, 2023||December 31, 2022|
Senior Note due 2026 (less unamortized discount and issuance costs of $6.7 million and $7.2 million, respectively)
|15.2 ||%||$||66,008,547 ||$||66,385,055 |
|Convertible Note||60,006 ||60,006 |
|Related Party Note||— ||30,000 |
|Total debt||66,068,553 ||66,475,061 |
|Less: current portion||1,641,334 ||1,641,217 |
|Long-term debt, excluding current portion||$||64,427,219 ||$||64,833,844 |
Senior Secured Credit Facility
On March 21, 2022, Troika Media Group, Inc., and each subsidiary of Troika Media Group, Inc. as guarantors, entered into a Financing Agreement with Blue Torch Finance LLC (“Blue Torch”), as Administrative Agent and Collateral Agent.
This $76.5 million First Lien Senior Secured Term Loan (the “Credit Facility”) formed the majority of the purchase price of the Converge Acquisition, as well as for working capital and general corporate purposes.
The Credit Facility provides for: (i) a Term Loan in the amount of $76.5 million; (ii) an interest rate of the Libor Rate Loan of three (3) months; (iii) a four-year maturity amortized 5.0% per year, payable quarterly; (iv) a 1.0% commitment fee and an upfront fee of 2.0% ($1.5 million) of the Credit Facility paid at closing, plus an administrative agency fee of $250,000 per year; (v) a first priority perfected lien on all property and assets including all outstanding equity of the Company’s subsidiaries; (vi) 1.5% fully-diluted penny warrant coverage in the combined entity; (vii) mandatory prepayment for 50% of excess cash flow and 100% of proceeds from various transactions; (viii) customary affirmative, negative and financial covenants; (ix) delivery of audited financial statements of Converge; and (x) customary closing conditions. The Company agreed to customary restrictive covenants in the Credit Facility and leverage ratios, fixed charge coverage ratios, and maintaining liquidity of at least $6.0 million at all times.
The Company and each of its subsidiary Guarantors entered into a Pledge and Security Agreement (the “Security Agreement”) dated as of March 21, 2022, as a requirement with the Credit Facility. Each Guarantor pledged and assigned to the Collateral Agreement and granted the Collateral Agent with a continuing security interest in all personal property and fixtures of the Guarantors (the “Collateral”) and all proceeds of the Collateral. All equity of the Guarantors was pledged by the Borrower.
On March 21, 2022, each of the Company’s Subsidiaries, as Guarantors, entered into an Intercompany Subordination Agreement (the “ISA”) with the Collateral Agent. Under the ISA, each obligor agreed to the subordination of such indebtedness of each other obligor to such other obligations.
On March 21, 2022, the Company entered into an Escrow Agreement with Blue Torch Finance LLC and Alter Domus (US) LLC, as Escrow Agent. The Escrow Agreement provides for the escrow of $29.1 million of the $76.5 million proceeds, under the Credit Facility to be held until the audited financial statements of Converge Direct LLC and affiliates for the years ended December 31, 2020 and 2019, are delivered to Blue Torch Finance LLC, which were delivered during fourth quarter of fiscal year 2022. As of March 31, 2023, Blue Torch Finance LLC has not authorized the release of the funds in escrow.
Although the Company believes that the Converge Sellers’ recourse is solely to the escrow account, it is possible that the Converge Sellers could make claims against the Company for the deferred amount. In the event that the Converge Sellers were to make and be successful in such claims, the Company believes that a court would likely order Blue Torch to release the escrowed funds to satisfy such claims
On October 14, 2022, Blue Torch and the Company entered into a Limited Waiver of events of default under the Financing Agreement that related to the Company’s failure to satisfy certain financial and non-financial covenants. The Limited Waiver was scheduled to expire on October 28, 2022, if not terminated earlier by Blue Torch (“Waiver Period”), but was subsequently extended by the First Amendment to Limited Waiver to Financing Agreement dated as of October 28, 2022, the Second Amendment to the Limited Waiver to Financing Agreement dated as of November 11, 2022, the Third Amendment to the Limited Waiver to Financing Agreement dated as of November 25, 2022, the Fourth Amendment to the Limited Waiver to Financing Agreement dated as of December 9, 2022, the Fifth Amendment to the Limited Waiver to Financing Agreement dated as of December 23, 2022, the Sixth Amendment to the Limited Waiver to Financing Agreement dated as of January 13, 2023, and the Seventh Amendment to the Limited Waiver to the Financing Agreement dated January 31, 2023.
On February 10, 2023, Blue Torch and the Company entered into an Amended and Restated Limited Waiver (the “A&R Limited Waiver”) of certain events of default (such events of default, the “Specified Events of Default”) under the Financing Agreement, which amended and restated the prior Limited Wavier, as amended. The A&R Limited Waiver provides that, among other things, during the A&R Waiver Period (defined below), the Company will comply with certain sale and refinancing milestones and refrain from engaging in any “Permitted Acquisition” under the Financing Agreement or making certain post-closing payments to the sellers of the Converge business under the MIPA.
The A&R Limited Waiver would have expired on the earliest of (x) the occurrence of an Event of Default under the Financing Agreement that is not a Specified Event of Default, (y) a failure by the Company to comply with certain sale and refinancing milestones set forth in a side letter agreed by the Company and the Lenders and (z) June 30, 2023, subject to potential extension of up to 60 days to obtain regulatory and/or shareholder approval in the event the Company is pursuing a sale transaction (the “A&R Waiver Period”, and the date such period expires, the “Outside Date”).
On April 14, 2023 and April 28, 2023, Blue Torch and the Company entered into letter agreements (the “Extension Letters”, collectively with the A&R Limited Waiver and associated side letter, the “Prior Waiver Documents”) that extended the Applicable Milestones described below.
The “Applicable Milestones” include (i) the date for which potential acquirers (collectively, “bidders” and each a “bidder”) would be required to submit binding bids to acquire the Company, (ii) the date by which the Company would be required to select a winning bidder, and (iii) the date by which the winning bidder and the Company would be required to enter into definitive documentation providing for an acquisition of the Company or a refinancing of its indebtedness with Blue Torch, in each case subject to the terms and conditions of the Extension Letters and the A&R Limited Waiver.
On May 8, 2023, the Company and Blue Torch entered into a first amendment to the A&R Limited Waiver (the “Amended A&R Limited Waiver”) and an amended and restated letter agreement that, in each case, supersede the Prior Waiver Documents, and pursuant to which the Company affirmed its commitment to work in good faith to consummate a sale of the Company’s business or assets and/or a refinancing transaction by the Outside Date, and Blue Torch agreed to remove the Applicable Milestones and to extend the End Date from June 30, 2023 to July 14, 2023, subject to a potential extension if a definitive written agreement is delivered on or prior to July 14, 2023 that provides for cash repayment in full of all obligations owed to Blue Torch or which is otherwise acceptable to Blue Torch. In addition, under the Amended A&R Limited Waiver, the Company agreed to pay Blue Torch an “exit fee” equal to 5% of the aggregate outstanding principal balance of the Company’s indebtedness with Blue Torch as of the date of the Amended A&R Limited Waiver, plus accrued interest, subject to reduction or waiver if such Blue Torch indebtedness is repaid in full in cash by the dates specified therein. The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, the Amended A&R Limited Waiver attached as Exhibit 10.6 to this Quarterly Report on Form 10-Q, which is incorporated by reference herein.
In connection with the aforementioned note, the Company recorded debt discount and issuance costs totaling $9.2 million. The discount and issuance costs will be amortized over the life of the note using the effective interest rate method. For the three months ended March 31, 2023, amortization of deferred financing costs was approximately $0.6 million, and the Company made principal payments totaling approximately $1.0 million. For the three months ended March 31, 2022, the Company did not record amortization of deferred financing costs and made no principal payments.
At March 31, 2023, the principal payments required under the Term Loan Facility are as follows:
|Fiscal year ending December 31:|
|Remaining 2023||$||2,868,750 |
|Total maturities||$||72,675,000 |
At any time on or after March 21, 2022 and on or prior to March 21, 2026, the lender has the right to subscribe for and purchase from Troika Media Group, Inc., up to initially 1,929,439 shares of Common Stock, subject to adjustment. During the six months ended December 31, 2022 the number of shares increased to 4,429,439. The exercise price per share of Common Stock under this Warrant shall be $0.01 per share. If at any time when this Warrant becomes exercisable and the Registration Statement is not in effect, this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”.
As of March 31, 2023, the fair value of long-term debt is considered to approximate its stated value of $72.7 million .
NOTE 9. Leases
The Company has various operating leases for office space. Some leases include options to extend the lease term, generally at the Company's discretion. The leases generally provide for fixed annual rentals plus certain other costs. The Company's lease agreements do not include any material residual value guarantees or material restrictive covenants. Since the Company's leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate as of the lease commencement date to determine the present value of future lease payments. Upon the adoption of ASC Topic 842, Leases, the Company used the incremental borrowing rate on July 1, 2019 for all operating leases that commenced prior to that date.
Lease costs were approximately $0.3 million and $0.5 million for the three months ended March 31, 2023 and 2022, respectively.
The following table summarizes the weighted-average remaining lease term and discount rate for operating leases:
| ||Undiscounted Cash Flows|
|Weighted average remaining lease term in years||5.80 years|
|Weighted average discount rate||5.50%|
|As of March 31, 2023, the maturities of the Company's operating lease liabilities are as follows:|
|Remainder of fiscal year ending December 31, 2023||$||1,482,702|
|Total undiscounted operating lease payments||9,811,602|
|Less: Imputed interest||(1,460,221)|
|Total operating lease liabilities||8,351,381|
|Less: current portion of operating lease liabilities||1,561,697|
|Non-current operating lease liabilities||$||6,789,684|
NOTE 10 – Commitments and Contingencies
As of March 31, 2023, commitments of the Company in the normal course of business in excess of one year are as follows:
|Payments Due by Period|
|Year 1||Years 2-3||Years 4-5||>5 Years||Total|
Operating lease obligations (a)
|1,482,702 ||3,403,635 ||2,570,794 ||2,354,471 ||$||9,811,602 |
Debt repayment (b)
|2,868,750 ||7,650,000 ||62,156,250 ||— ||$||72,675,000 |
Restructuring liabilities (c)
|$||858,627 ||— ||— ||— ||$||858,627 |
Acquisition liabilities (d)
|9,346,504 ||— ||— ||— ||$||9,346,504 |
|Total||$||14,556,583 ||$||11,053,635 ||$||64,727,044 ||$||2,354,471 ||$||92,691,733 |
(a) Operating lease obligations primarily represent future minimum rental payments on various long-term noncancellable leases for office space. Lease obligations related to excess facilities associated with the Company wide restructuring plan are included within the operating lease obligations line.
(b) Debt repayments consists of principal repayments required under the Company's Credit Facility.
'(c) Restructuring liabilities relate primarily to future severance payments and other exit costs
(d) Acquisition liabilities recorded on the balance sheet consist of the Company's obligations to the Converge Sellers arising from the Converge Acquisition. See Note 3 - Converge Direct Acquisition
In the ordinary course of business, the Company is subject to loss contingencies that cover a range of matters. An estimated loss from a loss contingency, such as a legal proceeding or claim, is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, the Company evaluates, among other factors, the degree of probability and the ability to reasonably estimate the amount of any such loss.
Partial Liquidated Damages
The Company agreed to pay to the Purchasers all liquidated damages owed through September 21, 2022 (including any pro-rated amounts), which totaled approximately $3.6 million, all of which has been paid. As of December 31, 2022, the Company had recorded $3.4 million related to the partial liquidated damages, which is presented within the line contingent liability on the condensed consolidated balance sheets.
The Company provided each holder of its Series E Preferred Stock the same opportunity to enter into settlement agreements on substantially identical terms. However, certain holders of our Series E Preferred Stock elected not to enter into settlement agreements with the Company (the “Non-Purchasers”), notwithstanding the effective termination of the Series E Purchase Documents (other than the Surviving Registration Rights, to which the Purchasers and the Non-Purchasers continue to be equally entitled and who were offered the same opportunity to be included as selling stockholders under the Resale Registration Statement). As of March 31, 2023, the Company recorded approximately $0.9 million related to the Purchasers who did not execute a Settlement Agreement within the contingent liability line on the condensed consolidated balance sheets. The maximum liquidated damages before interest was capped at $7.0 million. See Note 11 to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for more information related to the partial liquidated damages.
In the calendar year 2022, the Company discovered that it had not made the safe harbor non-elective employer contributions to the Troika Design 401k plan in 2017 pursuant to its 3% formula under plan terms, and the Company corrected that contribution for the affected participants, with earnings, in 2022.
The Company also discovered that it did not make the 3% safe harbor non elective employer contributions to the 401k plan for plan years 2018 through 2022. When the error was discovered in 2022, the Company attempted to correct the error by
performing the applicable non-discrimination tests and by making qualified non-elective contributions (QNECs) to affected participant accounts. However, as the administration of the 401k plan did not conform to the plan terms with respect to the 3% employer contribution, additional correction is required. Although the Company is evaluating the appropriate corrective approach, the Company has accrued approximately $1.7 million related to the safe harbor 2018 – 2022 contributions, as of March 31, 2023.
We may become a party to litigation in the normal course of business. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon our financial condition, results of operations or cash flows.
On February 7, 2023, Robert Machinist, the former Chief Executive Officer and Chairman of the Board of the Company, filed a Complaint against the Company in the Supreme Court of the State of New York in a case styled Robert Machinist v. Troika Media Group, Inc., No. 650728/2023. Mr. Machinist alleges the Company breached a Separation Agreement between Mr. Machinist and the Company, dated May 19, 2022, by not paying certain severance and other benefits. The Complaint seeks damages with interest, a declaration that Mr. Machinist is entitled the payments sought by the Complaint (and an injunction compelling the Company to pay them), and an award of Mr. Machinist’s costs incurred in connection with the litigation. Although the Company believes that it has meritorious defenses, at this time, the Company cannot predict the outcome of this matter.
NOTE 11. Equity
See Note 15 to the consolidated financial statements included in the Company’s Transition Report on Form 10-KT for the six months ended December 31, 2022 for more information regarding (i) 2021 Employee, Director & Consultant Equity Incentive Plan (the “2021 Plan”), and (ii) Troika Media Group, Inc. 2015 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2017 Equity Plan”). Share-based compensation expense, presented within selling, general and administrative expenses and direct operating expenses, was $0.5 million and $9.9 million for the three months ended March 31, 2023 and 2022, respectively.
Non-Qualified Stock Options (“NQSOs”) Award Activity
Under the Equity Incentive Plan the Company grants options to purchase shares of the Company's common stock to employees and affiliates of the Company. These options are time based and vest over the contractual term. The options granted are approved by the Company's Compensation Committee.
The following table summarizes activity relating to holders of the Company’s NQSOs for the three months ended March 31, 2023:
|Nonperformance based vesting NQSO's||Weighted average exercise price||Weighted Average remaining contractual term (in years)||Aggregate Intrinsic value|
|December 31, 2022||4,971,223 ||$||0.93 ||1.40||$||— |
|March 31, 2023||4,971,223 ||$||0.93 ||1.02||$||— |
|December 31, 2022||3,175,320 ||$||0.97 ||0.30||$||— |
|March 31, 2023||$||3,342,984 ||$||0.96 ||0.31||$||— |
For the three months ended March 31, 2023 and 2022 the Company recognized stock compensation expense for options of $0.1 million and $0.3 million, respectively. As of March 31, 2023, total unrecognized share-based compensation related to
unvested restricted stock units was approximately $0.4 million, and the weighted-average remaining vesting period for these awards was approximately one year and one month.
Restricted Share Units Award Activity
Pursuant to the Company’s 2021 Plan the Company issues RSUs in consideration for employee and consultant services. RSUs issued under the Plan may be exercised in accordance with the applicable grant notice. The Company has also issued RSUs outside of the Plan in accordance with the Converge transaction to certain Converge Sellers, these RSUs may also be exercised in accordance with the applicable grant notice.
The following table summarizes activity relating to holders of the Company’s RSUs for the three months ended March 31, 2023:
|Nonperformance based vesting RSU's||Weighted-Average|
Fair Value Per Share
At Date of Grant
|Outstanding award balance at December 31, 2022||1,050,000 ||$||0.95 |
|Granted||— ||— |
|Exercised||— ||— |
|Forfeited||— ||— |
|Outstanding award balance at March 31, 2023||1,050,000 ||$||0.95 |
|Vested||750,000 ||$||0.97 |
|Unvested||300,000 ||$||0.91 |
During the three months ended March 31, 2023 and 2022 the Company recognized stock compensation expense related to restricted stock units of $0.3 million and $8.1 million, respectively. Further, during the three months ended March 31, 2023, certain executives of Converge vested 1,166,667 restricted stock units that were issued outside of the 2021 Equity Incentive Plan. As of March 31, 2023, there was 2,333,333 unvested restricted stock units associated with the Converge executives who were issued restricted stock units outside of the 2021 Equity Incentive Plan. As of March 31, 2023, total unrecognized share-based compensation related to unvested restricted stock units was approximately $2.5 million, and the weighted-average remaining vesting period for the awards is approximately one year and four months.
Earnings per Share
Net income (loss) per common share is calculated in accordance with ASC Topic: 260 Earnings per Share. Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded.
The following are dilutive common stock equivalents as of March 31, 2023 and 2022, which were not included in the calculation of loss per share, since the Company had a net loss from continuing operations and a net loss:
|March 31, 2023||March 31, 2022|
|Convertible preferred stock||2,382,000 ||42,048,000 |
|Stock options||3,585,000 ||3,080,016 |
|Stock warrants||4,080,000 ||58,538,006 |
|Financing warrants||115,000 ||— |
|Restricted stock units||2,633,000 ||— |
|Total||12,795,000 ||103,666,022 |
Series E Private Placement
On March 16, 2022, the Company entered into a Securities Purchase Agreement with certain institutional investors to issue and sell in a private offering an aggregate of $50.0 million of securities, consisting of shares of Series E convertible preferred stock of the Company, par value $0.01 per share and warrants to purchase (100% coverage) shares of common. Under the terms of the Purchase Agreement, the Company agreed to sell 500,000 shares of its Series E Preferred Stock and Warrants to purchase up to 33,333,333 shares of the Company’s common stock. Each share of the Series E Preferred Stock has a stated value of $100 per share and is convertible into shares of common stock at a conversion price of $1.50 per share subject to adjustment. The Preferred Stock is perpetual and has no maturity date. The Preferred Stock will not be subject to any mandatory redemption or other similar provisions. All future shares of Preferred Stock shall rank junior to the Series E Preferred Stock, except if at least a majority of the Series E Preferred Stock expressly consent, to the creation of the Parity Stock of Senior Preferred Stock.
The Conversion Price of the Series E Preferred Stock and the Exercise Price of the Warrants is subject to adjustment for: (a) stock dividends and stock distributions; (b) subsequent rights offerings; (c) pro rata distributions; and (d) Fundamental Transactions (as defined).
The Conversion Price is also subject to downward adjustment (the “Registration Reset Price”) to the greater of (i) eighty (80%) percent of the average of the ten (10) lowest daily VWAPs during the forty (40) trading day period beginning on and including the Trading Day immediately follow the Effective Date of the initial Registration Statement in July 2022, and (ii) the Floor Price of $0.25 per share.
The Company issued accompanying Common Stock Purchase Warrants (the “Warrants”) exercisable for five (5) years at $2.00 per share, to purchase an aggregate of 33,333,333 shares of Common Stock. The exercise price is subject to the same Registration Reset Price, as described above. The Floor Price is $0.25 per share.
At the time of the closing of the aforementioned Securities Purchase Agreement, using the Black-Scholes model, the Company recorded a fair value of approximately $28.4 million on the balance sheet within derivative liabilities - financing warrants. At June 30, 2022, the fair value of such warrants was $28.4 million and a resultant gain on change in fair value of derivative liabilities was recorded for approximately $0.6 million. At December 9, 2022, the date of the mark to market revaluation, the fair value of such warrants was $10.2 million and a resultant gain on change in fair value of derivative liabilities was recorded for approximately $20.0 million.
The Series E Preferred Stock and Warrants include certain reset and anti-dilution provisions that could reduce the conversion prices and exercise prices thereof down to $0.25 (the “Floor Price”) which was a significant discount to the then current market price. For purposes of complying with Rule 5635(d) of the Nasdaq Stock Market rules, the shareholders approved the issuance of more than 19.99% of the current total issued and outstanding shares of Common Stock upon conversion of the Series E Preferred Stock and exercise of the Warrants, including, but not limited to, reducing the conversion price to the Floor Price.
In addition, the Majority Stockholders approved the amendment to Article Three of the Articles of Incorporation to reflect an increase in the number of authorized shares of all classes of stock which the Company shall have the authority to issue from 315,000,000 shares to 825,000,000 shares, such shares being designated as follows: (i) 800,000,000 shares of Common Stock, and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share.
On September 26, 2022, we entered into an Exchange Agreement (the “Exchange Agreement”) with each holder of our Series E Preferred Stock (each a “Series E Holder”), pursuant to which (i) each Series E Holder exchanged its existing warrant to purchase our common stock, dated March 16, 2022 (the “Old Warrants”), for new warrants to purchase our common stock (the “New Warrants”), and (ii) each Series E Holder consented to changes in the terms of the private investment in public equity (“PIPE”) placement effected by the Company on March 16, 2022 (the “New PIPE Terms”), including an amendment and restatement of the terms of our Series E convertible preferred stock, par value $0.01 per share (the “Series E Preferred Stock”).
In consideration for the issuance of the New Warrants and the other New PIPE Terms, we will file an amended and restated certificate of designation for the Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to effect certain changes contemplated by the Exchange Agreement.
The New PIPE Terms effect the following changes, among others, to the rights Series E Holders:
a.New Warrant Exercise Price: The New Warrant exercise price per share of common stock is $0.55, provided that if all shares of Series E Preferred Stock issued pursuant to the Certificate of Designation are not repurchased by the Company on or prior to November 26, 2022, on such date, the exercise price per share of the New Warrants will revert to $2.00, subject to further adjustment as set forth in the New Warrant. In general, such further adjustments provide that, subject to acceleration by the holder thereof, after the Subsequent Adjustment Period, the exercise price is adjusted to the lesser of the exercise price then in effect or the greater of (i) the average of the ten (10) lowest daily VWAPs during the Subsequent Adjustment Period and (ii) $0.25.
b.Series E Conversion Price: The conversion price for the Series E Preferred Stock shall initially equal $0.40 per share, and so long as the arithmetic average of the daily volume-weighted average prices ("VWAPs") of the Common Stock for the calendar week prior to each of the following respective dates is lower than the Conversion Price at that time, the Conversion Price shall be downwardly adjusted by $0.01 on each of October 24, 2022, October 31, 2022, November 7, 2022, November 14, 2022, and November 21, 2022. The conversion price is subject to further adjustments upon conclusion of the Subsequent Adjustment Period, subject to acceleration by the holder thereof, to the lesser of the conversion price then in effect or the greater of (i) the average of the ten (10) lowest daily VWAPs during the Subsequent Adjustment Period and (ii) $0.25.
c.Standstill Period: The Series E Holders agreed to a 60-day standstill period ending on November 26, 2022 (the “Standstill Period”), during which each Series E Holder may convert not more than fifty (50%) percent of the Series E Preferred Stock held by such holder at the beginning of the Standstill Period.
d.Series E Buyout. During the Standstill Period the Company will use commercially reasonable efforts to raise funds to repurchase all outstanding shares of Series E Preferred Stock held by the Series E Holders at a purchase price of $100 per share, subject to the provisions of the Certificate of Designation.
e.Limitation on Sales: During the Standstill Period, the Purchasers agreed not to sell shares of the Company’s common stock for a price less than $0.30 per share.
f.Liquidated Damages: The Company agreed to pay to the Purchasers all liquidated damages owed through September 21, 2022 (including any pro-rated amounts), which totaled approximately $3.6 million, all of which was paid during the three months ended September 30, 2022. The Company accrued an additional $0.2 million at March 31, 2023 which is recorded in miscellaneous income (expense) on the statements of operations and comprehensive income (loss). Effective March 31, 2023, the Company entered into Settlement Agreements (the “Settlement Agreements”) with certain current and former holders of its Series E Convertible Preferred Stock (the “Purchasers”) under which, in exchange for Purchasers’ agreement to terminate and release any and all claims for such liquidated damages, the Company issued to each Purchaser a number of shares of common stock equal to the dollar amount of liquidated damages purportedly owed to each such Purchaser multiplied by four (4). See “Partial Liquidated Damages” below for additional detail on the terms of the Settlement Agreements.
As of March 31, 2023, no shares of Series A Preferred Stock were issued and outstanding; no shares of Series B Preferred Stock were issued and outstanding; no shares of Series C Preferred Stock were issued and outstanding; no shares of Series D Preferred Stock were issued and outstanding; and 5,955 shares of Series E Preferred Stock were issued and outstanding. For the three months ended March 31, 2023, 304,838 shares of Series E Preferred Stock were converted into approximately 121.9 million shares of common stock, at a conversion price of $0.25. As of March 31, 2023 5,955 shares of Series E Preferred Stock were issued and outstanding.
Partial Liquidated Damages
The Company agreed to pay to the Purchasers all liquidated damages owed through September 21, 2022 (including any pro-rated amounts), which totaled approximately $3.6 million, all of which has been paid.
On March 31, 2023, the Company and certain current and former holders of its Series E Convertible Stock ("the Purchasers") entered into Settlement Agreements (the "Settlement Agreements"). The Company and Purchasers are party to (i) that certain Securities Purchase Agreement, dated as of March 16, 2022, pursuant to which the original purchasers of the Series E Preferred Stock (the “Original Purchasers”) acquired shares of Series E Preferred Stock and accompanying warrants (the “Warrants”), subject to the terms and conditions contained therein, and (ii) that certain Registration Rights Agreement, dated as of March 16, 2022 (the “Registration Rights Agreement”), pursuant to which the Company and the Original Purchasers agreed to certain requirements and conditions covering the resale by the Original Purchasers of the
shares of Company common stock (the “Common Stock”) into which the Series E Preferred Stock are convertible (the “Conversion Shares”) and the Warrants are exercisable (the “Warrant Shares”).
Under the terms of the Registration Rights Agreement, the Company, upon acquiring Converge Direct LLC in March 2022, was required to file a registration statement within ten (10) business days of such closing and for such registration statement to be declared effective by the U.S. Securities and Exchange Commission (the “SEC”) no later than forty five (45) business days thereafter (the “Registration Requirements”). The persons entitled to liquidated damages pursuant to the Registration Rights Agreement have alleged that the Company did not fulfill the Registration Requirements.
The Purchasers (i) are the registered or beneficial owners of more than 50.1% of the Registrable Securities under, and defined in, the Registration Rights Agreement, and (ii) constitute the purchasers of more than 50.1% of the Series E Preferred Stock originally purchased under the Securities Purchase Agreement. As such, in accordance with the terms of the Registration Rights Agreement and the Securities Purchase Agreement, as applicable, as of March 31, 2023 (the “Effective Date”), each such agreement and all rights and obligations thereunder are deemed terminated and of no further force and effect as of such date. In addition, effective as of the Effective Date, the Settlement Agreements contain a release of any and all claims against the Company and its subsidiaries that such Purchaser (or its affiliates) may have purported to have against the Company or its subsidiaries under such agreements; provided, however, that the Purchasers will maintain their respective “Piggy-Back Registration Rights” under Section 6(d) of the Registration Rights Agreement.
In exchange for the release by the Purchasers of any and all claims for liquidated damages under the Registration Rights Agreement, the Company agreed to deliver to each Purchaser a number of shares of common stock equal to the dollar amount of liquidated damages purportedly owed to each such Party multiplied by four (4). The Company has agreed to prepare and file with the SEC a resale registration statement covering such Common Stock (the “Resale Registration Statement”) which may be subject to certain other customary registration rights.
On May 12, 2023, the Company filed the Resale Registration Statement. As of the date of this filing, the Resale Registration Statement has not been declared effective by the SEC. See “Item 2 Unregistered Sale of Equity Securities and Use of Proceeds” for additional detail on the Resale Registration Statement and the Settlement Agreements, and “Item 1A Risk Factors” for additional detail on certain risks associated with the Settlement Agreements and the Resale Registration Statement filed in connection therewith.
The Company accrued an additional $0.2 million of interest related to the liquidated damages during the three months ended March 31, 2023. As of March 31, 2023, the Company had settled with the Purchasers and issued common shares. The Company recorded the $2.7 million share settlement as equity within its condensed consolidated balance sheets.
The number of Common Stock shares issued to the Purchasers related to the Settlement Agreements is approximately 10.7 million shares.
NOTE 12. Related Party
During the quarter ended March 31, 2022, in connection with the Converge Acquisition, the Company incurred amounts due to the Converge Sellers totaling $9.3 million. The Converge Sellers include Sadiq "Sid" Toama, CEO of Troika Media Group, Tom Marianacci, Head of Demand Solutions of the Converge subsidiaries, and Mike Carrano, Head of Supply Solutions of the Converge subsidiaries, all are party to the amounts due. The Converge subsidiaries are wholly owned subsidiaries of Troika Media Group. As of March 31, 2023 and December 31, 2022, $9.3 million and $9.3 million, respectively, was outstanding and included on the balance sheet under acquisition liabilities.
Media Resource Group
Mr. Tom Marianacci, who is the Head of Demand Solutions of the Company and one of the Converge Sellers, currently holds more than 5% of the Company’s equity. Mr. Marianacci serves as an owner and executive director of Media Resource Group (“MRG”) company that entered into a service agreement with the Company, dated January 1st, 1997, under which MRG agreed to provide certain media services to the Company. The Company incurred approximately $0.4 million for services performed by MRG for the three months ended March 31, 2023, and incurred an amount not considered material to the Company's financial statements during the period between March 21, 2022 and March 31, 2022, the ten day post-acquisition period. Additionally, as of March 31, 2023, and December 31, 2022, the Company recorded
$0.2 million and $0.2 million, respectively, as the amount due to MRG within the accounts payable line on its condensed consolidated balance sheets.
Converge Marketing Services ("CMS")
The Company has an Exclusive Services Agreement with CMS, a 40% owned entity, to provide advertising and related services. For the three months ended March 31, 2023, the Company generated revenue of $12.7 million from the CMS agreement. For the three months ended March 31, 2022, the Company generated revenue of $0.2 million from CMS during the period between March 21, 2022 and March 31, 2022, the ten day post-acquisition period. As of March 31, 2023, and December 31, 2022, the Company recorded $4.2 million and $3.7 million, respectively, as the amount due from CMS within the accounts receivable line on its condensed consolidated balance sheets.
Union Ventures Limited purchase of Mission-Media Holdings Limited
On August 1, 2022, Troika-Mission Holdings, Inc., ("TMH”), a subsidiary of the Company, entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Union Ventures Limited (“UVL”), a company organized under the 2006 Companies Act in the United Kingdom. UVL is a company owned by Union Investments Management Limited which is shareholder and affiliated with Daniel Jankowski, a former director of the Company, and Thomas Ochocki, a current Director of the Company. Per the agreement, UVH purchased from TMH, all of the right, title, and interest in and to the equity of Mission UK, including any and all liabilities and assets on an as is basis (the "Mission UK Shares") in Mission-Media Holdings Limited, a private limited company incorporated under the Laws of England and Wales ("Mission UK"). As consideration for all the Mission UK Shares, UVL paid TMH an aggregate purchase price of $1,000 USD.
NOTE 13. Income Taxes