Welcome to The Arena Group's Shareholder Update conference call. Before we begin, I'd like to note that some of the comments made during this presentation may include forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The company cautions investors that any forward-looking statements are based on the beliefs or assumptions made by and information currently available to the company. Such statements are based on assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond the company's control or ability to predict. Investors should use caution in relying on forward-looking statements which are based only on known results and trends at the time that are made to anticipate future results or trends. Certain risks are discussed in the company's filings with the SEC.
The company disclaims any intention or obligation except as required by law to update or revise any financial projections, or forward-looking statements, whether because of new information, future events, or otherwise. With that, I'd like to turn the call over to Manoj Bhargava. Manoj, the call is yours.
Thank you. Hi, my name is Manoj Bhargava, and since this is my first call to the Arena, I'm going to take you through a little bit of history so that you have some context as to the events and certainly more information as an investor that's needed by investors. So back in August, we signed an agreement, a business combination agreement, with Arena. And subsequently, what happened is the largest shareholder in Arena, which was Riley, called and said, "Would you like to buy my stake in it?" So I said, "Sure." And then we arrived at a price, and we bought their equity in Arena. And at that point, I think we ended up with something like 44% of the company. And after that, we obviously got deeper in it.
From August, and this was late last year, and when we got there, then I asked the first thing of course, we wanted to know was, "What's the cash position?" which is the first thing somebody wants to know in a company is, "Have you got adequate cash?" So they came up with a cash flow statement, and it turned out that in less than 45 days, we were not going to make payroll, that the company was basically insolvent, which was a little bit of a shocker to us because we were told, and certainly pre-August, before we made the statements, the company was basically at least cash flow break-even. So it wasn't leading at that time. So obviously, at that point, we looked at it and said, "Okay, what do we do? We can't make payroll." So the only things that we could not pay were two things.
One was the interest payments on the loan, and the second one was the ABG contract. If we made either of them, the company wasn't going to make payroll, and payroll obviously is number one. So we said, "Okay, what do we do?" So we did not pay. In fact, I went down to see the folks at ABG and informed them. In fact, gave them a cash flow projection and said, "Look, this is what's happening, guys." And I said, "We don't have the capital." And immediately, I can't put it in because it's a public company. You have to go through all kinds of paperwork and approvals to make that happen. So that's why we breached. At that point, we couldn't pay. And then obviously, at that point, we said, "Okay, we got to fix this thing. It can't just keep bleeding.
Otherwise, it'll just shut down." Those were our options. The option, obviously, option plus that we can't make. We can't make those payments. At that point, we looked at everything: people, processes, license, everything, and said, "Okay, how does this company survive?" We start looking at all the things that weren't going to have enough revenue or were creating expenses where the revenue wasn't matching, sort of obvious things that you would do if you were going to turn around the company. We cut a lot of stuff. There's no doubt about it. That's what so had a lot of visits with the fellows at ABG. We're negotiating in good faith with them. Then, obviously, everybody's seen in the news what happened. I won't go too deep in it because there's court cases and so on.
As you know, there's been a lot of stories in the media. Now, we're in the entertainment business, so we kind of understand. The stories have been pretty entertaining. Not very useful, but really very entertaining. This is temporary. This will come, and this will go. It's irrelevant because we've been sued by bad guys before, so it's not a I'm not worried about it. Our response, instead of in the media, is going to be in the court. That's where the response belongs. The other things that are there are that we've put money in. I mean, there have been some questions as to, "Is the company going to stay solvent? Is it going to go through Chapter 11 or whatever?" To put that to bed, we did a couple of things. One, we put money into the company as equity.
So we're now equal to all the investors. So if there was any intent to take this into Chapter 11, we would certainly not put equity in it because we'd get wiped out. That equity would be wiped out. So we're doing our best to make sure that the investors are taken care of as best as we can, considering the circumstance where Arena is. Now, the other part that we've done is we're going forward with is the business combination agreement, which values Arena at $5 a share, where right now it's under $0.90. But I didn't want we made a decision that we're not going to renegotiate that because it's just too much work, and it's too much and it also makes us look like, "Okay, we did something to renegotiate," which we didn't.
So in order to have really good faith, we said, "Look, it's cost us extra. Obviously, it's not the same company that we signed up for. However, we decided that, no, we're going to stay with this business combination agreement." Now, saying that, it has been submitted to the SEC, and so it's not completely in our hands. But so far, it's looking fairly positive that the SEC will pass this. So the Chapter 11 side is not an intent at all. And we're backing it up with money into the company two times already, and this will be the third time. The one thing that I can say is that if we hadn't been here as an investor and hadn't put the capital in, both the SI magazine as well as Arena would be shut down because once you don't make payroll, nobody sticks around.
So we made sure, as best as we could, that Arena would survive and that SI, the magazine, would also survive. And we put the money in to make sure we made payroll. Folks may complain, but in the end, payroll is going to be the most important thing that we did. So that's sort of the past and what's happening so far. As far as the future goes, obviously, not having SI, we had done a few things to make SI better. So SI is definitely a there's no doubt. It's a loss that it would have been great if we had been able to negotiate with them and get something good. However, we found out that as the agreement was with ABG, it was total loss and couldn't go and I explained to ABG that, "Look, guys, we can't go on this way. There's no way.
It's just going to sink one day. Maybe it won't be now. It'll be next month." So we said, "Okay, if we have something good, a good agreement, then we would be happy to do it. And if not, it's better to say, 'Okay, well, let's do something that we own.'" So it turns out we own really great products. TheStreet, Parade, Men's Journal, Surfer, all of those have really strong futures, and we own them. I don't have to run to permission for every time it turned around to somebody else. We get to. These are great brands, and they've been neglected because SI was the high-profile brand, and so all of these were neglected. They were always orphans. It turns out the orphans were making money all the time. Meanwhile, Arena has been losing money forever. For four or five years, it's lost way over $200 million.
So the profitable stuff, we still have that. So I think our future I mean, I think our future is really quite good. We've been looking at the other brands that we have. And if we didn't think those had a future, then obviously, we would say, "Okay, we're not investing anymore in it." So I think we have a very great future, and so we're putting more money in. Now, so far, we're changing some of the models. For example, it's been static media, outline articles. Instead of that, there'll be a lot more video and a lot more of the other social presence, influencer capabilities, newsletters. All of those things will be those are opportunities for us that we really didn't pay much attention to. And so I think that the future is really good, and that's why we're putting more money in.
As far as all the noise, yeah, there's always noise. Who cares? With that, I will turn it over to the other fellows that are going to give you some more information. If you want financial information, that's already on the 10-K. If you want detailed stuff, that's in the 10-K, and we won't waste our time going through the 10-K.
Thank you, Manoj. I'm Jason Frankl, Co-President and Chief Business Transformation Officer of The Arena Group. We're laser-focused on making Arena Group cash flow positive in 2024, not just EBITDA positive. On the restructuring side, thus far, we've identified over $40 million in net annual cost savings. We expect that this number will increase during Q2 of 2024. Most, if not all, of these cost savings will be fully implemented during this year, with a significant portion to be realized during the first half of this year.
These savings come in three primary areas: people, process, and Sports Illustrated. With January termination of the Sports Illustrated license with ABG, without that license and the SI print and digital businesses, Arena will realize significant cost savings even after revenue losses. The company will also realize interest savings associated with the financial support that Manoj had discussed from Simplify. In fact, Arena didn't pay any transaction fees this year associated with the capital that was infused into the company and the credit that has also been made available to the Arena Group. With that, I'll turn it over to our Chairman and CEO, Cavitt Randall.
Hello. Just a little color on the framework for the business going forward. We're focused on a couple of things. We're going to look at customers really two ways, as two separate sets of customers. One is the customer that consumes the web pages and things that we develop, but the other customer is the advertiser that pays us to reach that audience of consumers. So we're going to treat both of those as customers. We're looking at platform publishing partners as actual partners in our business, and we're doing a number of things to help them better monetize the content they produce. Our monetization machine is, frankly, second to none. The vertical strategy is anchored by key brands that we own, as Manoj indicated. We have some really great brands in Parade, Men's Journal, Street, Athlon Sports, Surfer, Powder, a bunch of others.
We're going to build an environment where those brands are the focus, and around those brands, these publisher partners. But the business itself, that is Arena, really exists to support those individual brands and verticals. So Arena isn't the star. Those verticals and those brands is the star going forward. From a monetization perspective, some of the changes the team has already made in ad tech, in Q1, we see a 40% increase in programmatic ad revenue on own properties, similar benefits to programmatic partners as well. So in these improvements that have been made, there are others that are still being implemented where we're further increasing the monetization. We're enhancing the value of each customer interaction by integrating things like video that Manoj touched on, where every page view, we get more time on page, and we can increase the revenue and profitability of each user visit.
Just a brief update on where we are in the business combination agreement that's been spoken about already with Bridge Media. The first step was we had to publish our 10-K that we released last week. That then will feed into the revision to the S-4. We have comments from the SEC that we need to update the S-4, including updated financials to be consistent with the 10-K released last week. Once that S-4 is declared effective by the SEC, we'll then proceed with the shareholder vote requesting formal approval for the merger. Based on the information we have and the fact that not everything is within our control, our best estimate is a close in Q2 or Q3 of 2024. With that, we will open the line to questions.
Thank you so much. To ask a question, simply press star one one on your telephone keypad and wait for your name to be announced. To withdraw the question, press star one one again. One moment for our first question. It's coming from Mark Argento with Lake Street Capital Markets. Please proceed.
Hey, guys. Good afternoon. I was just wondering, can you give us a little bit of a color of kind of what the entity looks like, both now without Sports Illustrated and then with these additional assets as you bring those assets in when you close the business combination? I think there's a little confusion out there. What's the revenue run rate, kind of profitability? Kind of what assets are owned now by the combined business?
Okay. So good question. The structure is not really any different. As far as the past goes, the SI brand and the magazines that are related to it were under Arena, which at this point, that's not the change. I mean, under Arena also is Parade and TheStreet and the other magazines. So that part isn't really a change. There will be a structural change because of all kinds of laws and lawyers. When the business combination agreement happens, then it'll change slightly, but in the end, the holding company will still be the shareholders today will be the same as it will be in the holding company. As far as color going forward on specifics, first of all, you have to realize this SI thing just happened as a surprise in the last just a few weeks. So we're still going through quite a few changes.
Because SI was such a large portion, it affects everything within the company in terms of costs because you have more lawyers, you have more accounting, you have more overhead of all kinds. So all of that has changed. So we're just going through it, and we really won't have any answer for you. I'd say that's all settled probably in third quarter. That's my best guess. It's not a promise right now until we figure out where everything is. But fundamentally, it looks really good.
Well, at a high level, obviously, legacy Arena Group minus Sports Illustrated. But maybe you could just touch on some of the assets that you're kind of the assets you already own that you're bringing in. Any kind of what specifically are they? It sounds like maybe there's some channels or stations or other brands. Maybe you could just even at a high level, just outline that for us. That would be great.
Sure. I mean, part of it, of course, we're bringing cash. So the business combination agreement we put in well, different parties, but it'll put in about $50 million. So that'll help a lot because today, it's way over. The leverage is pretty high. As far as the assets we're bringing in from the merger would be two television networks. One is sports. One is news. And it currently is in.
150.
150 markets. So that together with our sports property, which is Athlon right now, as far as sports goes, that'll have a big impact on it. Then we have the news side, which the future portion of that is sort of in change right now because with Parade and all the products we have currently in Arena, that'll affect some of the content in those two national broadcast networks. But that gives us a huge video is where everything is at this point. So it'll give us a huge content machine with a lot of video content.
Right. Manoj, to date, how much capital have you invested in debt and equity into the company at this point?
Well, different companies altogether. Good question. That's not an Arena question, really. In Arena, 12+ .
Well, I mean, I guess I'm getting just so you own what? You own over 50% of the company now, right? And you own the primary debt, right? So you control the company.
Okay. Just slight correction there. We do own 55% of the company today, so that is true. The debt is with somebody affiliated, but we arrange that debt. So the debt is separated, but the equity portion, we own 55% at this point.
Got it. All right. And this last one for me, and then I'll hop back into queue . What has to happen now? Is SI is that fully separated at this point? Is there a shared services agreement? How does kind of the divorce, so to speak, kind of transpire?
That's a good question. I think we were a bit of a surprise because we were negotiating in good faith, and one day, one morning when they were supposed to show up, they said, "Divorce is final. You're done." So it is final. There's no agreement whatsoever except, obviously, the court case. That's our relationship now.
Got it. Thank you.
Thank you. As a reminder, to ask a question, simply press star one one to get in the queue. All right, ladies and gentlemen, thank you. This will conclude our Q&A session and conference call for today. We thank you all for participating, and you may now disconnect.