LICENSE AND MEDIA RIGHTS

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

MLB Promotion Rights Agreement

On October 11, 2022, the Company entered into a Promotional Rights Agreement (the "MLB Promotional Rights Agreement") with MLB Advanced Media L.P., on its own behalf and on behalf of Major League Baseball Properties, Inc., the Office of the Commissioner of Baseball, The MLB Network, LLC and the Major League Baseball Clubs (collectively, the "MLB"), pursuant to which the Company entered into a strategic partnership with MLB to promote the Company’s NSF Certified for Sport® product line. On February 5, 2024, the Company and MLB entered into the First Amendment to the Promotional Rights Agreement ("First Amendment"). The First Amendment extended the agreement through December 31, 2027, with an aggregate rights fee of $23.0 million for the remainder of the term.

As consideration under the MLB promotional rights agreement, the Company has paid and is committed to pay a combination of cash over the license period, along with upfront non-cash consideration in the form of equity, as well as contingent consideration in the form of contingent payments based on revenue. The consideration was as follows: 4% of the Company’s fully diluted outstanding common shares; $31.5 million in cash consideration from 2022 through 2027, paid in accordance with the payment schedule below; 10% royalty on the Company’s gross revenue from the sale of MLB branded products, after cumulative gross sales of all such branded products exceed $18.0 million.

As of December 31, 2024 and 2023, the carrying value of the licensed properties was $11,691 and $14,589, respectively, recorded as a license and media rights asset within the consolidated balance sheets. As of December 31, 2024 and 2023, the carrying value of the media rights was $3,000 and $4,982 recorded as a prepaid asset and a license and media rights asset within the consolidated balance sheets. The Company recognized $4,897 and $9,794, respectively, in amortization expense related to the license and media rights assets for the year ended December 31, 2024 and 2023. Licensed properties are amortized straight line and media rights are amortized as incurred.

For the year ended December 31, 2024 and December 31, 2023, the Company paid MLB $5,000 and $8,000 as part of the committed cash payments.

Maturities of the MLB license and media rights payable as of December 31, 2024 are as follows:


Year Ending December 31:
2025	5,500
2026	6,000
2027	$	6,500
Total payments	$	18,000
Less: Imputed interest	(982)
Total license and media rights payable	$	17,018
Less: Current license liabilities	(5,209)
Total non-current license and media rights payable	$	11,809

As of December 31, 2024, expected amortization of licensed properties is as follows:


Year Ending December 31:
2025	$	3,897
2026	3,897
2027	3,897
Total future amortization	$	11,691