ply-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ 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 001-39312

PLBY Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware		37-1958714
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	10960 Wilshire Blvd., Suite 2200
	Los Angeles, California 90024
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (310) 424-1800

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	PLBY	Nasdaq Global 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. Yes ☒ 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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	£	Accelerated filer	☒
Non-accelerated filer	£	Smaller reporting company	☒
		Emerging growth company	£

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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Registrant’s Common Stock outstanding as of May 3, 2024 was 72,808,102.

Table of Contents


			Page
Part I - Financial Information
Item 1. Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Operations			1
Condensed Consolidated Statements of Comprehensive Loss			2
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Stockholders’ Equity			4
Condensed Consolidated Statements of Cash Flows			5
Notes to the Unaudited Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3. Quantitative and Qualitative Disclosures About Market Risk			38
Item 4. Controls and Procedures			39
Part II - Other Information
Item 1. Legal Proceedings			41
Item 1A. Risk Factors			41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 3. Defaults Upon Senior Securities			41
Item 4. Mine Safety Disclosures			41
Item 5. Other Information			41
Item 6. Exhibits			42
Signatures			43

Part I. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

PLBY Group, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended March 31,
	2024		2023
Net revenues	$	28,319	$	35,203
Costs and expenses:
Cost of sales	(12,507)		(21,777)
Selling and administrative expenses	(22,312)		(41,405)
Impairments	(2,417)		—
Total costs and expenses	(37,236)		(63,182)
Operating loss	(8,917)		(27,979)
Nonoperating (expense) income:
Interest expense	(6,427)		(5,209)
Loss on extinguishment of debt	—		(1,848)
Fair value remeasurement loss	—		(3,018)
Other (expense) income, net	(50)		76
Total nonoperating expense	(6,477)		(9,999)
Loss from continuing operations before income taxes	(15,394)		(37,978)
(Expense) benefit from income taxes	(1,053)		1,670
Net loss from continuing operations	(16,447)		(36,308)
Loss from discontinued operations, net of tax	—		(1,372)
Net loss	(16,447)		(37,680)
Net loss attributable to PLBY Group, Inc.	$	(16,447)	$	(37,680)
Net loss per share from continuing operations, basic and diluted	$	(0.23)	$	(0.56)
Net loss per share from discontinued operations, basic and diluted	$	—	$	(0.02)
Net loss per share, basic and diluted	$	(0.23)	$	(0.58)
Weighted-average shares used in computing net loss per share, basic and diluted	72,677,664		65,159,156

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PLBY Group, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

(in thousands)


	Three Months Ended March 31,
	2024		2023
Net loss	$	(16,447)	$	(37,680)
Other comprehensive loss:
Foreign currency translation adjustment	(1,733)		(1,696)
Other comprehensive loss	(1,733)		(1,696)
Comprehensive loss	$	(18,180)	$	(39,376)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PLBY Group, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share amounts)


	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	19,042	$	28,120
Restricted cash	299		1,587
Receivables, net of allowance for credit losses	6,940		7,496
Inventories, net	8,870		13,000
Prepaid expenses and other current assets	14,139		7,802
Assets held for sale	7,455		11,692
Total current assets	56,745		69,697
Restricted cash	1,654		1,969
Property and equipment, net	12,458		13,514
Operating right-of-use assets	23,111		25,284
Goodwill	53,971		54,899
Other intangible assets, net	157,105		157,901
Contract assets, net of current portion	1,950		8,716
Other noncurrent assets	2,146		2,274
Total assets	$	309,140	$	334,254
Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity
Current liabilities:
Accounts payable	$	10,013	$	14,500
Deferred revenues, current portion	6,566		9,205
Long-term debt, current portion	304		304
Operating lease liabilities, current portion	6,981		6,955
Other current liabilities and accrued expenses	23,829		27,967
Total current liabilities	47,693		58,931
Deferred revenues, net of current portion	5,620		4,641
Long-term debt, net of current portion	193,053		190,115
Deferred tax liabilities, net	10,352		9,304
Operating lease liabilities, net of current portion	22,126		24,621
Other noncurrent liabilities	957		957
Total liabilities	279,801		288,569
Commitments and contingencies (Note 12)
Redeemable noncontrolling interest	(208)		(208)
Stockholders’ equity:
Preferred stock, $0.0001 par value per share, 5,000,000 shares authorized, 50,000 shares designated Series A preferred stock, of which 0 shares were issued and outstanding as of March 31, 2024 and December 31, 2023	—		—
Common stock, $0.0001 par value per share, 150,000,000 shares authorized, 74,893,374 shares issued and 72,643,445 shares outstanding as of March 31, 2024; 74,783,683 shares issued and 72,533,754 shares outstanding as of December 31, 2023	7		7
Treasury stock, at cost, 2,249,929 shares as of March 31, 2024 and December 31, 2023	(5,445)		(5,445)
Additional paid-in capital	691,889		690,055
Accumulated other comprehensive loss	(26,643)		(24,910)
Accumulated deficit	(630,261)		(613,814)
Total stockholders’ equity	29,547		45,893
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	309,140	$	334,254

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PLBY Group, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(in thousands, except share amounts)


	Series A Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
Balance at December 31, 2023	—	$	—	72,533,754	$	7	$	(5,445)	$	690,055	$	(24,910)	$	(613,814)	$	45,893
Shares issued in connection with employee stock plans	—	—		109,691	—		—		—		—		—		—
Stock-based compensation expense and vesting of restricted stock units	—	—		—	—		—		1,834		—		—		1,834
Other comprehensive loss	—	—		—	—		—		—		(1,733)		—		(1,733)
Net loss	—	—		—	—		—		—		—		(16,447)		(16,447)
Balance at March 31, 2024	—	$	—	72,643,445	$	7	$	(5,445)	$	691,889	$	(26,643)	$	(630,261)	$	29,547


	Series A Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
Balance at December 31, 2022	50,000	$	—	47,037,699	$	5	$	(4,445)	$	617,233	$	(24,145)	$	(433,396)	$	155,252
Issuance of common stock in rights offering	—	—		19,561,050	2		—		47,600		—		—		47,602
Issuance of common stock in registered direct offering	—	—		6,357,341	—		—		13,890		—		—		13,890
Shares issued in connection with employee stock plans	—	—		215,145	—		—		—		—		—		—
Shares issued pursuant to a license, services and collaboration agreement	—	—		3,312	—		—		—		—		—		—
Stock-based compensation expense and vesting of restricted stock units	—	—		—	—		—		5,920		—		—		5,920
Other comprehensive loss	—	—		—	—		—		—		(1,696)		—		(1,696)
Net loss	—	—		—	—		—		—		—		(37,680)		(37,680)
Balance at March 31, 2023	50,000	$	—	73,174,547	$	7	$	(4,445)	$	684,643	$	(25,841)	$	(471,076)	$	183,288

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PLBY Group, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)


	Three Months Ended March 31,
	2024		2023
Cash Flows From Operating Activities
Net loss	$	(16,447)	$	(37,680)
Net loss from continuing operations	$	(16,447)	$	(36,308)
Loss from discontinued operations, net of tax	$	—	$	(1,372)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,800		1,689
Stock-based compensation	1,834		5,219
Loss on extinguishment of debt	—		1,848
Impairments	2,417		—
Amortization of right-of-use assets	2,529		1,348
Capitalized paid-in-kind interest	1,904		—
Inventory reserve charges	(248)		6,108
Deferred income taxes	1,032		(3,366)
Fair value remeasurement of liabilities	12		2,826
Other, net	1,299		199
Changes in operating assets and liabilities:
Receivables, net	2,072		1,862
Inventories	4,099		1,543
Contract assets	(31)		457
Prepaid expenses and other assets	352		3,896
Accounts payable	(4,247)		(2,117)
Deferred revenues	(1,614)		(3,164)
Operating lease liabilities	(2,798)		(1,507)
Other, net	(3,716)		(3,013)
Net cash used in operating activities - continuing operations	(9,751)		(22,480)
Net cash provided by operating activities - discontinued operations	—		1,030
Net cash used in operating activities	(9,751)		(21,450)
Cash Flows From Investing Activities
Purchases of property and equipment	(594)		(1,821)
Net cash used in investing activities - continuing operations	(594)		(1,821)
Net cash used in investing activities - discontinued operations	—		(30)
Net cash used in investing activities	(594)		(1,851)
Cash Flows From Financing Activities
Proceeds from issuance of common stock in rights offering, net	—		47,600
Proceeds from issuance of common stock in registered direct offering, net	—		13,890
Repayment of long-term debt	(76)		(45,400)
Net cash (used in) provided by financing activities	(76)		16,090
Effect of exchange rate changes on cash and cash equivalents	(260)		(2)
Net decrease in cash and cash equivalents and restricted cash	(10,681)		(7,213)
Balance, beginning of year	$	31,676	$	35,624
Balance, end of period	$	20,995	$	28,411
Cash and cash equivalents and restricted cash consist of:
Cash and cash equivalents	$	19,042	$	24,928
Restricted cash	1,953

SEC Form 10-Q filed by PLBY Group Inc.