Welcome to The Arena Group Q2 2023 earnings conference call. I will now turn the call over to Rob Fink, Investor Relations. You may begin. Thank you, operator. Hosting the call today are Ross Levinsohn, Chairman and Chief Executive Officer, Doug Smith, Chief Financial Officer, and Andrew Kraft, Chief Operating Officer. 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. Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning the company's business strategy, the company's proposed transaction with Simplify Inventions, future revenues, market growth, capital requirements, product introductions and expansion plans, and the adequacy of the company's funding. The company cautions investors that any forward-looking statements presented in this presentation or that the company may make orally or in writing from time to time are based on the beliefs of 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. Although the company believes that these assumptions are reasonable, these assumptions are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, the company's actual future results can be expected to differ from these expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, and 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. In addition, reference will be made to non-GAAP financial measure, adjusted EBITDA. Information regarding the reconciliation of this non-GAAP measure to the closest GAAP measure can be found in the press release that was issued this afternoon on the investor relations website at investors.thearenagroup.net. With that, I'd now like to turn on the call over to Ross. Ross, the call is yours. Thank you, Rob, and thanks to everyone for joining us here today. The Arena Group has come a long way over the last 3 years since I was asked to assume the role of CEO, and today, I'm thrilled to share with all of you the next phase of our evolution. Just after the market closed today, we announced that we have signed a binding letter of intent with Simplify Inventions to combine our assets with those of their subsidiary, Bridge Media Networks. Bridge Media Networks is a dynamic and innovative media group whose portfolio includes more than 100 owned and affiliated over-the-air television stations, 2 national television networks, cutting-edge streaming platforms, and new sports and programming distributed over 35 OTT, connected TV, MVPD, and cable outlets. They also have a state-of-the-art production facility and operate two content verticals in travel, through their brand, TravelHost, and automotive, through their brand, Driven. As part of this proposed transformative partnership, and in addition to the strategic assets I just mentioned, The Arena Group will receive a $50 million cash investment and a 5-year guaranteed advertising commitment of approximately $60 million from a group of consumer brands also owned by Simplify Inventions, including 5-hour Energy. We intend to use a portion of this cash to reduce our term debt held by B. Riley, and B. Riley has agreed to extend the maturity of our remaining senior notes by 3 years at a fixed rate of 10%. That is a great outcome and a final solution for what has been an overhang of our company for the last several months. I'm truly grateful to Bryant Riley and the B. Riley team for working so closely with us on this deal and on this solution. They have been amazing partners for us. I couldn't ask for more. Not only is this partnership expected to strengthen our balance sheet, it also allows us to dramatically broaden our reach, diversify our business, and expand into some of the fastest-growing segments of the video market. As part of this transaction, subject to the final terms, completion of due diligence and shareholder approval, and the receipt of any required regulatory approvals, we will merge the Bridge Media Networks' two twenty-four-hour networks, NewsNet and Sports News Highlights, into The Arena Group, as well as acquire their travel and automotive businesses, TravelHost and Driven, further expanding into two highly lucrative verticals. This transaction gives us a platform to create, distribute, and monetize high-quality content from our iconic and premium brands in all forms: long-form, trending news, social, and now video. This capability is anticipated to deepen our relationships with advertisers, allowing us to create integrated sales and marketing packages across all platforms. I'm grateful for the entire team at Bridge Media Networks and 5-hour Energy and Simplify Inventions for their commitment to this incredible step forward for our businesses. Over the past three years, we have laid a strong foundation and have successfully revitalized iconic brands like Sports Illustrated, Parade, Men's Journal, and TheStreet, while accelerating upstart brands like FanNation, The Spun, PetHelpful, and HubPages. This transaction brings a diverse portfolio of assets to greatly enhance the proven business model that we've established. Together with Bridge Media, we are creating a vibrant, multi-platform video vehicle that we expect will allow us to dramatically broaden our audience. We began our expansion into video when we acquired Fexy Studios late last year. This transaction advances our video strategy by many years and accomplishes in a single transaction what we would have spent tens of millions of dollars and many years to develop on our own. The progress we have made in advancing our business model, including revenue growth, margin expansion, and expense management, made this transaction possible. With the capital infusion, debt extension, and consolidation, and a new, experienced, well-capitalized partner, The Arena Group is well positioned for further growth in the years ahead. During the quarter, we have continued to reap the benefits of our continued cost vigilance and operational discipline while allocating resources to our most promising growth opportunity. A few key highlights. Our total second quarter revenue increased by 9% to $58.8 million, driven largely by a 19% increase in digital advertising revenue. Despite a challenging ad market, our RPMs grew by 35% as compared to the prior year quarter. We continue to see premium digital monetization as compared to our competitors, as our second quarter programmatic CPMs were 41% higher on average than industry benchmarks, according to STAQ Benchmarking, a market norm reporting service provided by Operative. Additionally, we began to see significant contribution from our revenue diversification efforts through e-commerce and video during the quarter. These strengths offset the impact of a decrease in monthly average page views in certain categories, according to Google Analytics. Our second quarter operating expenses decreased even as we grew revenue, a reflection of the headcount and cost reductions we have made throughout the year. Our second quarter Adjusted EBITDA was nearly breakeven, a loss of $76,000, as compared to a loss of $4.2 million in the prior-year quarter, representing a significant improvement of $4.1 million, even in a very tough environment. Our sports vertical, anchored by Sports Illustrated, saw an overall 4% decrease in monthly average page views according to Google Analytics. The Spun, which focuses on breaking and trending news in sports, was somewhat impacted by Facebook and Google Search and Google Discover. However, this was partially offset by strong growth in our FanNation brand. Of note, earlier today, we received word from Comscore that the Sports Illustrated Network in the sports category on Comscore finished at number two for the month of July, our highest ranking ever. We recently launched an F1 FanNation site, which 8 months post-launch, is now the 2nd largest F1 focus site, according to data from Comscore and MRI-Simmons. SI Golf, rebranded from our acquisition of The Morning Read late last year, saw a boost in traffic from breaking and trending news and in-depth live golf and PGA TOUR coverage. We anticipate strong growth in our sports vertical traffic through the remainder of the year as we kick off football season. Our 2023 Sports Illustrated Swimsuit Edition launch traffic broke every record, more than doubling traffic versus last year. The announcement of the 4 covers, Martha Stewart, Megan Fox, Brooks Nader, and Kim Petras, garnered an amazing $108 billion media impressions over 13,500 articles written about the release, according to data from Comscore and Similarweb. As we continue to evolve Swim into a dynamic brand representing women's empowerment, we see growing interest from advertisers as we more than doubled the number of sponsors in this year's launch. We have also launched an SI Swimsuit Amazon storefront with deals on fashion, beauty, and everything in between, with promising early results. Our finance vertical, anchored by TheStreet, had a record quarter with 38.2 million monthly average page views, according to Google Analytics, an increase of 31% as compared to the prior year quarter, and in May, reached the top 10 business websites by traffic, according to Comscore. In June, we launched our partnership with Fundstrat Global Advisors and Tom Lee, expanding our and diversifying the exclusive investing content that is offered in our subscription products. In partnership with Tornado, TheStreet recently launched a first-of-its-kind app, TheStreet, powered by Tornado, which provides users of all levels a one-stop investing experience with personalized financial education and a comprehensive set of investing tools. April marked a year since we acquired Parade. The property continues to see strong growth in digital, with a 33% increase in monthly average page views as compared to the prior year quarter, according to Google Analytics. We are expanding our content base by adding new publishing partners covering entertainment and astrology. Men's Journal, which we acquired in December, recently announced our partnership with Club Random, a weekly podcast hosted by Bill Maher and featuring engaging conversations with guests like Ice Cube, Jon Hamm, and John Mellencamp. We also added publishing partnerships in specialized topics such as sneakers, wine, and streaming TV, to broaden our editorial coverage at minimal upfront cost. The brand continues to resonate with consumers and advertisers as we continue to execute our playbook. Our Adventure Network sites, including Surfer, Powder, and Bike Magazine, have dramatically increased their content since acquisition, and we recently signed an agreement to launch 5 new FAST channels featuring these brands. More broadly, we continue to diversify our revenue streams across all of our verticals. If you are one of the millions of Galaxy device users, you may have seen news stories from Sports Illustrated, TheStreet, and Parade across the new Samsung News app launched in April. We continue to seek new syndication partners for our content. We have seen extremely strong growth in our e-commerce business this quarter, with second quarter revenue growing 240% year-over-year. We expect that this will continue to grow through the back half of the year, particularly as we head into the holiday season. Before we talk about next steps in our partnership with Bridge Media and our outlook for the remainder of the year, I'd like to let Doug Smith, our Chief Financial Officer, take you further through the numbers. Doug? Thank you, Ross. Let me turn to the results. Revenue in the second quarter of 2023 was approximately $58.8 million, up 9% from $53.8 million in the second quarter of last year, reflecting very strong growth in our digital advertising, e-commerce, and video businesses. Total digital revenue of $38.4 million represented nearly two-thirds of our total revenue and grew 10% versus the second quarter of last year. Digital advertising revenue increased 19% from $24.7 million in the prior year quarter to $29.3 million in this quarter. This growth was due to a 35% increase in revenue per page view, which more than offset our decline in travel. Digital subscription revenue of $3.4 million was down $2.1 million as compared to the $5.5 million in the prior quarter, as we continue to focus most of our resources on free ad or partner-supported content. Licensing and syndication revenue was $4.4 million, a decrease of just 1% as compared to the prior year quarter, which reflected sponsorships of the SI Swim launch that this year were extended into the third quarter, as opposed to last year when they were all recognized around the launch. Total print advertising increased 9% to $20.4 million from $18.7 million in the prior year quarter, which reflects growth in the results of both Sports Illustrated and the Athlon Outdoors properties, which were acquired as part of the Parade Media acquisition in April of last year. Gross profit increased by 34% to $21.7 million, compared to a gross profit of $16.1 million in the prior-year quarter. That represents a 7 percentage point increase in our gross margin to 37%. Driving this improvement was a year-over-year decrease in content and editorial costs of $1.4 million, or 9%, and a $4.6 million, or 19%, increase in digital advertising revenue. This reflects our continued efforts to manage costs and at the same time, drive efficiency and growth. Total operating expenses decreased by $0.8 million, or 2%, to $36 million, down from $36.8 million in the prior-year quarter. Selling and marketing costs increased by $2 million, or 12%, primarily due to higher cost expenses related to branded content, which has grown as a percentage of our total direct ad campaigns. General administrative expenses, however, decreased by $3.1 million, or 21%, primarily due to the impact of headcount reductions undertaken through the first half of the year. Non-operating expenses increased by $4.3 million, driven primarily by the increased interest expense of $2.5 million, reflecting higher debt levels and an increase in income taxes of $1.8 million, as we recognized a $1.7 million tax benefit in the second quarter of last year. Net, net loss was $19.5 million, as compared to $22.2 million in the prior year quarter, representing an improvement of $2.7 million, or 12%. 2023 second quarter Adjusted EBITDA was nearly breakeven or $76,000 loss as compared to a $4.2 million loss in the same quarter last year, representing a $4.1 million year-over-year improvement. Looking at liquidity, we ended the quarter with $5.5 million of cash and cash equivalents as compared to $13.9 million at December 31, 2020. In the first half of 2023, net cash used in operating activities was $16.4 million as compared to $7.5 million in the prior year period. We had $14.9 million borrowed under our $40 million line of credit, up slightly from the $14.1 million we had at the end of 2022. As Ross discussed, we've signed a binding letter of intent with Simplify Inventions to acquire certain assets of their subsidiary, Bridge Media Networks. As part of the transaction, The Arena Group will receive $50 million cash investment, a 5-year guaranteed advertising commitment of approximately $60 million from a group of brands also owned by Simplify, including 5-hour Energy and the Bridge Media Networks operation. As consideration, Simplify will receive a $25 million of preferred stock at a 10% PIK coupon, with a term of 5 years from the closing date. Common equity, which will represent approximately 65% ownership of the combined company on a fully diluted basis at a $5 per share value. We intend to use this cash to reduce our term debt by $20 million from the approximately $102 million we currently have outstanding. As Ross mentioned, B. Riley has also agreed to extend the maturity of the remaining debt from December 31, 2023 to December 31, 2026, and at a fixed rate of only 10%. Due to the complex nature of this transaction, we're reevaluating our full year guidance and will provide new estimates after the transaction has been closed and our businesses are being integrated. The transaction is expected to close in the fourth quarter of 2023. I'd now like to turn the call back over to Ross for closing comments. Thanks, Doug. Iconic brands and an innovative technology platform, strong partnerships with advertisers, a proven playbook for growth, and now a well-capitalized balance sheet and an expansive video platform and opportunity. These are the things that The Arena Group will bring to the digital marketplace in the coming months and years ahead. We believe in the future of digital and connected video. We have always been an integral part of our strategic roadmap. This transaction launches us forward along that roadmap by many years. I believe we have found an ideal partner in Bridge Media, and I couldn't be more excited to be working with them going forward. Our discussions are ongoing, and I look forward to sharing updates on our partnership as we have them. We expect the deal to close by the end of the year, and as Doug mentioned, we expect that it will take four to six months from now to fully integrate our businesses. While we execute on this transaction, we will not lose our focus on optimizing our existing business for the future. It is NFL and college football season, by the way. We continue to remain vigilant about our cost base and at the same time are making carefully considered investments and capabilities that we believe will drive the future of our combined businesses. We have recently made several key hires to expand into partnerships with the vibrant creator and influencer space. We believe that together, brands and creators are a powerful force to connect consumers with the content they love. This is the core of our business. I look forward to sharing more with you on future earnings calls. Lastly, I want to thank our employees for their tireless work through very choppy waters in our industry. I want to thank our investors who have supported us through the last several years, and thank our newest partners at Bridge Media Networks and their founder, Manoj Bhargava, whose commitment to our future and the future of media is substantial. We can't wait to get started. With that, I would love to answer any questions. Operator? If you would like to ask a question, please press star one on your telephone keypad. Again, to ask a question, press star one on your telephone keypad. I'll just wait a few moments for the queue to build. Again, that's star one to join the queue. Our first question is going to come from Mark Argento with Lake Street. Mark, your line is open. Hey, good afternoon, guys. Thanks. Good afternoon, guys, and congrats on the, the transaction and the, and a decent quarter as well. Just wanted to better understand some of the, the assets that, that you guys are combining and where you see some of the leverage, potential leverage. I know you mentioned that they have two nationally distributed networks. Are those like traditional television networks on, on cable? Maybe talk a little bit more in practical terms on, on, on what they have and how, how you can leverage those things. , you bet. Thanks. Thanks, Mark. You know, at their core, on the distribution side, they've been buying television stations over the last couple of years, a year and a half or so. They have 50 owned and operated, and 50 affiliates. They reach, they're in 46 states. You can think about that as, you know, linear terrestrial distribution. They are programming those networks with a news channel, news programming and sports programming. There's obviously very unique integration opportunities for video there, and within our web properties. They also are distributing those channels and that programming across 35 other outlets, ranging from Roku to Fubo to Apple to Amazon, many, many more. They also have MVPD distribution. The combination of OTA and OTT and MVPD and CTV, not to throw out a bunch of names, gives us really a leg up on the future of video and video distribution. We're also merging in assets in the travel space. They own TravelHost Magazine, which also has a web property, and Driven, which is an automotive programming source. We'll be, we'll be growing our travel and automotive content sections dramatically, sort of instantly. In addition, obviously, to solving what has been, you know, a challenge with us on the debt side. As you know, each of our last two conference calls, we've talked about how we've been working on that solution. You know, our partners at B. Riley have been really great partners here to get us over the finish line and, and extend that debt while we reduce it a bit over the next few months and extend it out for 3 years. You know, overall, this sets our company up with a very strong balance sheet, great partnership and assets with Bridge Media and the other companies that Simplify owns and is looking at owning. There's some news out on the wire about some of that already. You know, a partnership with a new investor and somebody who really believes in the future of media, in Manoj, who has obviously a very accomplished career, incredible career, frankly, with 5-hour Energy and many, many other businesses that, that he has started and backed. We're pretty darn excited about where this can take us and diversify us and, and where this will, will be in the, in really, in the, in the coming months ahead. That's, that's helpful. I, I know you said you're not gonna provide guidance, but maybe walk us through, when you think about, you know, kind of pro forma, what does this combined businesses look like? We can kind of do a little bit of the math on the balance sheet, but, you know, are those businesses that you guys are combining with, do those have, you know, material revenues and EBITDA? You know, just help us maybe frame up a little bit. I know you don't want to guide, but, you know, what, what are we talking about here kind of as a combined business? , we're, we're not, we're not gonna provide those numbers just yet. We have much work to do, but we believe the, the merger will be highly accretive to our businesses and, and obviously open up tremendous opportunities with marketers and advertisers. You know, I think what's lost in all the craziness of, you know, the fragmentation and technical platforms and things like that, is you have to put the consumer first and deliver them great content, and then you also have to be a great partner for marketers and advertisers. And I think we've done a, a very good job of that with our digital properties, and now being able to expand that to, to video on all platforms, I think, it will yield some, some really positive results. I'll also sort of remind you and highlight that 2024 is a political year, a pretty big one. Probably be a lot of money spent there, and having access to local market television and distribution on all types of digital platforms, should bode really well for us. We'll be back to you with guidance, and numbers. We're not gonna do it today, but we're incredibly excited about where this will bring us. Great. Then, just last question, in terms of the ad guarantee, maybe just walk us through, kind of what, what does that mean practically? , it's, it's a, it's a 5-year deal, for $60 million. So, you know, do the math, equally spread, $12 million a year. Pretty low, expense against that, so that should drop, significant dollars to the bottom line for the combined entity. Great. I'm sure you put it somewhere in the press release, you guys anticipate, did you say, trying to get this closed by the end of the year? Yes, for sure. I mean, again, we don't control some of... We have a binding LOI with them, and we have, you know, a signed agreement with Riley. We feel like we're gonna hustle on it and work very quickly and get to the finish line. Great, I appreciate it. Good luck, guys, and congrats! Thanks. Thanks, Mark. As a reminder, if you would like to ask a question, please press *1 on your telephone keypad. To ask a question, press *1 on your telephone keypad. Our next question is going to come from Dan Day with B. Riley. Your line is open. Hey, guys, thanks for taking the questions. Just congrats again on getting what looks like a really nice deal across the finish line. I've got 1 million questions, as you can imagine, but just ask a couple here. I think that the 2 really interesting assets you just talked about that were contributed from Bridge Media are these, these 2 kind of live news and sports networks. These are different in that the kind of existing assets you own, primarily text-based, sort of, you know, webpage-dominated. Just, Ross, you've been in this industry for a couple of decades here. Just talk about what you think Arena Group brings to the table for those assets, why they're the right owner, and just maybe how different is the playbook, for those assets versus something like Parade or Men's Journal or the smaller acquisitions you've done? , sure. I mean, this is obviously something we've been thinking about. You, you saw our acquisition of Fexy earlier this year, which got us into the food space on a video basis. They produced 2 shows that are distributed on linear television, and, and we were excited about that. It opened up a new lane of advertising. You know, somewhat buried in my, my commentary here was that we have signed a deal to launch 5 FAST channels, Free Ad-Supported TV, around our Adventure Network brands. You can quietly see or see that we have been moving in this direction. It's probably the hottest sector in all of our marketer discussions, advertiser discussions. Video is a major component of it. While we do do a very good job, in the space, we have a studio on the floor of the New York Stock Exchange. We do lots and lots of video, programming across our other properties, sports, lifestyle properties. you know, we wanted to invest more and more in it, and this, this gets us, you know, far away down the road, much quicker than we could have gotten there, by ourselves. pretty much in every single discussion we have with advertisers, they want more video. It's, it's really where they see a lot of their money going. Obviously, if you're following social platforms, YouTube is enormous. Facebook and Instagram with Reels has become the dominant form, and of course, TikTok has really taken over the social world in an aggressive way, and that's all video. We felt like we needed to be in the space. On the, on the last quarterly call, we talked a lot about the creator space, which is all video-based. We have been moving in this direction, you know, as quickly as we could. Having, you know, linear distribution of television networks is a, is really an amazing jump for us. When I, you know, I talk about the amazing value of Sports Illustrated and what we've been able to do, both digitally and, and keep print, very, very solid and stable. In every conversation I have with a marketer or, really an athlete, that the power of that print product is still incredible. The power of television, no matter how big or small the network may be, is still palpable. Getting us to be more diversified, I think, was a real goal of ours, and we've been doing it as best we can. This is just an incredible jump-start. I, I wanna highlight a couple of things, though. When I first met with the team at Bridge and, and listened to what they were doing, what they were building, and Manoj's vision for where he's going, he brought it back to the, you know, the simplest form when you think about news and sports. People in this day and age, you know, they want the news, and they want it fast, and they want the highlights, and they want it fast. When I grew up in New York City, there was a, and still is, a radio station, called 1010 WINS, and their catchphrase used to be: "You give us 22 minutes, we'll give you the world." They were all about the news without any of the noise and commentary that we all get today on cable networks, or even probably some of our local news. What they're doing with these two networks, news and sports, is delivering the news in its purest form and sports highlights in its purest form. Not a lot of noise around it, and, and we're really excited about that, that it, it shows that they're in tune with how the market wants to accept and get, you know, this type of content, and, and we love that. I think we bring, obviously, great digital distribution and great brands. They bring great, linear and over-the-top distribution and good programming. In addition, they bring some great brands in automotive and travel. It really is 1 plus 1 equals a lot more than, than 2 because we're not overlapping. We're bringing, you know, relative strength from 2 different places to the same company. We'll look more and more like a, a diversified media, company with very, very strong technology at our core. Thanks, Ross. That's, that's helpful. Just, obviously, the, the push into more video and, you know, sort of over-the-top, kind of long-form video content, how much flexibility do you have with your licensing agreement with ABG, to, to, you know, do, do a lot of things with Sports Illustrated and bring that over? Sure. Like, can you do long-form, kind of documentary-type stuff, or just anything to think about there with, just what, what you're able to do with Sports Illustrated, just given the way the. ..., sure. They, they, our Sports Illustrated agreement, you know, is very strong. They have made a real commitment to long-form programming. They launched SI Studios last year, after a deal with 101 Studios ended, and, and they've been developing properties in the long-form space. Again, we, we tend to stick to short form and, and quick highlights and, and quick hits, certainly on digital platforms. I do think, however, there's a real opportunity that we'll be talking to them about here. Obviously, distribution at this level in, in 46 states, reaching, you know, significant portion of the population in linear, we'd like to talk to them about, and obviously, you know, across digital platforms, which we have an opportunity to, to play in, currently. I think it's, it's very accretive and additive here, and, you know, I have spoken to them, and, there's real excitement. Just one more quick one. Just on travel and auto being, two of the, the new verticals you, you seem to launch here. Are there any, travel or auto, you know, partner properties or, you know, kind of things you own that are good tuck-ins there that, you know, maybe haven't gotten shined before but are worth calling out now? Yep. We do some content in travel, on Parade and on Men's Journal, and, and certainly Swim has a fair amount of travel that we've done through the years filming. When we shoot in different countries or different locations, we're always shooting really interesting travel content there, but nothing major. This is, you know, really a jump start for us. Both automotive and travel have been on our roadmap. We're doing some content, but this will obviously greatly accelerate it. You know, the, the other really interesting thing is that Bridge Media is based in Detroit and have incredible relationships in the automotive industry. We're, we're excited about, you know, leveraging that with them and, and providing a real digital footprint for those conversations to go with the, the linear video opportunities that exist. Really, really good for us, and, and, I think all of this will, will accelerate our business as a whole. Thanks, guys. I'll turn it over. . Thanks, Dan. Okay. It doesn't look like there are any more questions in the queue, so I'll go ahead and turn it back over to Ross for closing remarks. . Thank you very much. I appreciate you all joining. It's a great day for The Arena Group, and we couldn't be more excited about where we're headed with Manoj and his team, and with our investors as well. We'll talk to you on the next conference call. Thank you all for attending. Ladies and gentlemen, this concludes your call. You may now disconnect.