UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION Washington, D.C. 20549~~ STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ ~~QUARTERLY~~ Quarterly ~~REPORT~~report ~~PURSUANT~~pursuant TOto ~~SECTION~~ section 13 ORor 15(d) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

~~FOR THE~~for ~~QUARTERLY~~the ~~PERIOD~~quarterly ~~ENDED~~period ~~JULY~~ended January 31, ~~2022~~2023

☐ ~~TRANSITION~~ Transition ~~REPORT~~report ~~PURSUANT~~pursuant TOto ~~SECTION~~ section 13 ORor 15(d) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934.

Commission File Number: 001-34355

IDW MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-4831346
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification ~~Number~~No.)
520 Broad Street, Newark, New Jersey		07102
(Address of principal executive offices)		(Zip Code)

520 Broad Street, Newark, New Jersey 07102

(Address of principal executive offices, zip code)

323-433-6670

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b)-2 of the ~~Exchange~~ Act:

Title of each Class	Trading Symbol	Name of exchange of which registered
Title of each class	Trading Symbol	Name of each exchange on which registered
Class B common stock, $0.01 par value; authorized shares	IDW	NYSE American
Class B common stock, par value $0.01 per share	IDW	NYSE American

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 ☒

As The number of ~~September~~shares ~~14,~~outstanding ~~2022~~of the registrant’s ~~had~~common ~~the~~stock as ~~following~~of ~~shares~~March ~~outstanding~~15, 2023 was:

Class B common stock, $0.01 par value:	13,534,148 shares (excluding 519,360 treasury shares)
Class B common stock, par value $0.01 per share:	13,582,431 shares (excluding 519,360 treasury shares)
Class C common stock, $0.01 par value:	545,360 shares
Class C common stock, par value $0.01 per share:	545,360 shares

IDW MEDIA HOLDINGS, INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	~~Item~~Financial 1.Statements (Unaudited)	~~Financial Statements (Unaudited)~~1
	CONDENSED CONSOLIDATED BALANCE SHEETS	~~CONDENSED CONSOLIDATED BALANCE SHEETS~~1	1
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~2	2
		CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS	3
	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	3
		CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	4
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	4
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	28
	Item 3	Quantitative and Qualitative Disclosures About Market Risks	34
Item 4.	Controls and Procedures	28
	Item 4	Controls and Procedures	34
PART II. OTHER INFORMATION
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
	Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	29
	Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults upon Senior Securities	29
	Item 3.	Defaults upon Senior Securities	35
Item 4.	Mine Safety Disclosures	29
	Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	29
	Item 5.	Other Information	35
Item 6.	Exhibits	30
	Item 6.	Exhibits	36
SIGNATURES		31
SIGNATURES			37

~~IDW MEDIA~~PART ~~HOLDINGS, INC~~I. FINANCIAL INFORMATION

~~CONDENSED CONSOLIDATED~~Item ~~BALANCE~~1. ~~SHEETS~~Financial Statements

(in thousands, except per share data)	July 31, 2022 (unaudited)			October 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	10,249		$	17,532
Trade accounts receivable, net		7,086			5,431
Inventory		3,564			3,090
Prepaid expenses and other current assets		2,593			2,270
Total current assets		23,492			28,323
Non-current assets
Property and equipment, net		681			347
Right-of-use assets, net		417			302
Intangible assets, net		869			679
Goodwill		199			199
Television costs		1,451			1,487
Other assets		77			61
Total assets	$	27,186		$	31,398
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	2,125		$	1,141
Accrued expenses		3,070			3,786
Production costs payable		72			2,010
Deferred revenue		-			2,045
Operating lease obligations – current portion		117			348
Total current liabilities		5,384			9,330
Non-current liabilities
Operating lease obligations – long term portion		309			20
Total liabilities	$	5,693		$	9,350
Stockholders’ equity (see note 3):
Preferred stock, $.01 par value; authorized shares – 500; no shares issued at July 31, 2022 and October 31, 2021		-			-
Class B common stock, $0.01 par value; authorized shares – 20,000; 14,053 and 12,938 shares issued and 13,534 and 12,419 shares outstanding at July 31, 2022 and October 31, 2021, respectively		134			123
Class C common stock, $0.01 par value; authorized shares – 2,500; 545 shares issued and outstanding at July 31, 2022 and October 31, 2021		5			5
Additional paid-in capital		104,354			103,819
Accumulated deficit		(81,804	)		(80,703	)
Treasury stock, at cost, consisting of 519 shares of Class B common stock at July 31, 2022 and October 31, 2021		(1,196	)		(1,196	)
Total stockholders’ equity		21,493			22,048
Total liabilities and stockholders’ equity	$	27,186		$	31,398

IDW MEDIA HOLDINGS, INC.

~~See accompanying~~CONDENSED ~~notes~~CONSOLIDATED toBALANCE ~~condensed consolidated financial statements.~~SHEETS

(in thousands, except per share data)	January 31, 2023 (unaudited)			October 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	9,328		$	10,014
Trade accounts receivable, net		5,661			6,448
Inventory		4,218			4,285
Prepaid expenses and other current assets		2,395			2,714
Total current assets		21,602			23,461
Non-current assets
Property and equipment, net		687			725
Right-of-use assets, net		1,088			1,157
Intangible assets, net		731			859
Goodwill		199			199
Television costs, net		1,536			1,486
Other assets		54			54
Total assets	$	25,897		$	27,941
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	1,729		$	1,321
Accrued expenses		2,710			3,353
Production costs payable		-			33
Deferred revenue		42			-
Operating lease obligations – current portion		284			278
Total current liabilities		4,765			4,985
Non-current liabilities
Operating lease obligations – long term portion		837			911
Total liabilities	$	5,602		$	5,896
Stockholders’ equity (see Note 3):
Preferred stock, $.01 par value; authorized shares – 500; no shares issued at January 31, 2023 and October 31, 2022		-			-
Class B common stock, $0.01 par value; authorized shares – 20,000; 14,101 and 14,053 shares issued and 13,582 and 13,534 shares outstanding at January 31, 2023 and October 31, 2022, respectively		134			134
Class C common stock, $0.01 par value; authorized shares – 2,500; 545 shares issued and outstanding at January 31, 2023 and October 31, 2022		5			5
Additional paid-in capital		104,801			104,553
Accumulated deficit		(83,449	)		(81,451	)
Treasury stock, at cost, consisting of 519 shares of Class B common stock at January 31, 2023 and October 31, 2022		(1,196	)		(1,196	)
Total stockholders’ equity		20,295			22,045
Total liabilities and stockholders’ equity	$	25,897		$	27,941

~~IDW MEDIA~~See ~~HOLDINGS,~~accompanying ~~INC~~notes to condensed consolidated financial statements.

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~1

~~(Unaudited)~~IDW MEDIA HOLDINGS, INC.

	Three Months Ended						Nine Months Ended
(in thousands, except per share data)	July 31, 2022			July 31, 2021			July 31, 2022			July 31, 2021
Revenues	$	7,712		$	6,779		$	25,615		$	25,332
Costs and expenses:
Direct cost of revenues		3,734			3,813			12,121			17,771
Selling, general and administrative		4,672			4,986			14,264			14,147
Depreciation and amortization		74			62			258			182
Total costs and expenses		8,480			8,861			26,643			32,100
Loss from operations		(768	)		(2,082	)		(1,028	)		(6,768	)
Interest expense, net		-			(13	)		(10	)		128
Other (expense) income, net		(69	)		1,154			(63	)		1,141
Net loss from continuing operations		(837	)		(941	)		(1,101	)		(5,499	)
Loss from discontinued operations, net		-			-			-			(1,280	)
Gain on sale of discontinued operations		-			-			-			2,123
Net gain on discontinued operations		-			-			-			843
Net loss	$	(837	)	$	(941	)	$	(1,101	)	$	(4,656	)
Basic and diluted (loss) income per share (see note 2):
Continuing operations	$	(0.06	)	$	(0.09	)	$	(0.09	)	$	(0.55	)
Discontinued operations, net		-			-			-			0.08
Net loss	$	(0.06	)	$	(0.09	)	$	(0.09	)	$	(0.47	)
Weighted-average number of shares used in the calculation of basic and diluted (loss) income per share:		12,914			9,977			12,901			9,966

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~See accompanying notes to condensed consolidated financial statements.~~(Unaudited)

	Three Months Ended
(in thousands, except per share data)	January 31, 2023			January 31, 2022

Revenues	$	6,593		$	11,849

Costs and expenses:
Direct cost of revenues		3,448			4,790
Selling, general and administrative		4,933			4,992
Depreciation and amortization		202			83
Total costs and expenses		8,583			9,865
(Loss) income from operations		(1,990	)		1,984

Interest income (expense), net		28			(10	)
Other (expense) income, net		(36	)		15
Net (loss) income	$	(1,998	)	$	1,989

Basic and diluted net (loss) income per share (see Note 2):
Net loss (income)	$	(0.15	)	$	0.15

Weighted-average number of shares used in the calculation of basic and diluted (loss) income per share:		12,932			12,858

~~IDW MEDIA~~See ~~HOLDINGS,~~accompanying ~~INC~~notes to condensed consolidated financial statements.

~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS~~2

~~(Unaudited)~~IDW MEDIA HOLDINGS, INC.

	Three Months Ended						Nine Months Ended
(in thousands)	July 31, 2022			July 31, 2021			July 31, 2022			July 31, 2021
Net loss	$	(837	)		(941	)	$	(1,101	)	$	(4,656	)
Foreign currency translation adjustments		-			-			-			39
Sale of discontinued operations		-			-			-			21
Total comprehensive loss	$	(837	)		(941	)	$	(1,101	)	$	(4,596	)

CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY

~~See accompanying~~Three ~~notes~~Months toEnded ~~condensed~~January ~~consolidated~~31, ~~financial~~2023 ~~statements~~and 2022

3(Unaudited)

IDW Media Holdings, Inc.

	Class B Common Stock				Class C Common Stock				Additional					Treasury Stock, at Cost					Total
(in thousands)	Number of Shares		Amount		Number of Shares		Amount		Paid In Capital		Accumulated Deficit			Number of Shares		Amount			Stockholders’ Equity
Balance October 31, 2022		14,053	$	134		545	$	5	$	104,553	$	(81,451	)		519	$	(1,196	)	$	22,045
Stock based compensation		-		-		-		-		248		-			-		-			248
Issuance of restricted stock		48		-		-		-		-		-			-		-			-
Net loss		-		-		-		-		-		(1,998	)		-		-			(1,998	)
Balance January 31, 2023		14,101	$	134		545	$	5	$	104,801	$	(83,449	)		519	$	(1,196	)	$	20,295

Balance October 31, 2021		12,938	$	123		545	$	5	$	103,819	$	(80,703	)		519	$	(1,196	)	$	22,048
Stock based compensation		-		-		-		-		144		-			-		-			144
Issuance of restricted stock		12		-		-		-		-		-			-		-			-
Net income		-		-		-		-		-		1,989			-		-			1,989
Balance January 31, 2022		12,950	$	123		545	$	5	$	103,963	$	(78,714	)		519	$	(1,196	)	$	24,181

~~Condensed Consolidated~~See ~~Statements~~accompanying ofnotes ~~Stockholders’~~to ~~Equity~~condensed consolidated financial statements.

~~Nine Months Ended July 31, 2022 and 2021~~3

~~(in thousands)~~IDW MEDIA HOLDINGS, INC.

~~(Unaudited)~~ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Class B Common Stock				Class C Common Stock				Additional			Accumulated Other						Treasury Stock, at Cost					Total
(in thousands)	Number of Shares		Amount		Number of Shares		Amount		Paid In Capital			Comprehensive Loss			Accumulated Deficit			Number of Shares		Amount			Stockholders’ Equity
Balance October 31, 2021		12,938	$	123		545	$	5	$	103,819		$	-		$	(80,703	)		519	$	(1,196	)	$	22,048
Stock based compensation		-		-		-		-		546			-			-			-		-			546
Issuance of common stock		1,115		11		-		-		(11	)		-			-			-		-			-
Comprehensive loss
Net loss		-		-		-		-		-			-			(1,101	)		-		-			(1,101	)
Total comprehensive loss		-		-		-		-		-			-			(1,101	)		-		-			(1,101	)
Balance July 31, 2022		14,053	$	134		545	$	5	$	104,354		$	-		$	(81,804	)		519	$	(1,196	)	$	21,493
Balance October 31, 2020		9,987	$	93		545	$	5	$	111,379		$	(60	)	$	(91,996	)		519	$	(1,196	)	$	18,225
Stock based compensation		-		-		-		-		246			-			-			-		-			246
Issuance of common stock		46		1		-		-		24			-			-			-		-			25
Comprehensive loss
Sale of discontinued operations		-		-		-		-		(17,295	)		21			17,274			-		-			-
Net loss		-		-		-		-		-			-			(4,656	)		-		-			(4,656	)
Other comprehensive income		-		-		-		-		-			39			-			-		-			39
Total comprehensive loss		-		-		-		-		-			60			(4,656	)		-		-			(4,596	)
Balance July 31, 2021		10,033	$	94		545	$	5	$	94,354		$	-		$	(79,378	)		519	$	(1,196	)	$	13,879

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

	Three Months Ended
(in thousands)	January 31, 2023			January 31, 2022
Operating activities:
Net (loss) income	$	(1,998	)	$	1,989
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of television costs		(166	)		999
Depreciation and amortization		202			83
Loss on disposal of property and equipment		36			-
Bad debt expense		13			-
Stock based compensation		248			144
Amortization of right-of-use asset		69			121
Changes in operating assets and liabilities:
Trade accounts receivable		774			1,442
Inventory		67			168
Prepaid expenses and other assets		319			492
Television costs		116			(1,101	)
Operating lease liability		(68	)		(154	)
Trade accounts payable, accrued expenses, production costs payable and other current liabilities		(268	)		(2,534	)
Deferred revenue		42			(1,980	)
Net cash used in operating activities		(614	)		(331	)
Investing activities:
Capital expenditures		(72	)		(204	)
Net cash used in investing activities		(72	)		(204	)
Financing activities:
Net cash used in financing activities		-			-
Net decrease in cash and cash equivalents		(686	)		(535	)
Cash and cash equivalents at beginning of period		10,014			17,532
Cash and cash equivalents at end of period	$	9,328		$	16,997

4See accompanying notes to condensed consolidated financial statements.

~~IDW Media Holdings, Inc.~~4

~~Condensed Consolidated~~IDW ~~Statements~~HOLDINGS, ~~of Stockholders’ Equity~~INC.

~~Three Months~~NOTES ~~Ended~~TO ~~July~~CONDENSED ~~31,~~CONSOLIDATED ~~2022~~FINANCIAL ~~and 2021~~STATEMENTS

(~~in thousands~~Unaudited)

~~(Unaudited)~~Note 1—Basis of Presentation and Summary of Significant Accounting Policies

	Class B Common Stock				Class C Common Stock				Additional		Accumulated Other					Treasury Stock, at Cost					Total
(in thousands)	Number of Shares		Amount		Number of Shares		Amount		Paid In Capital		Comprehensive Loss		Accumulated Deficit			Number of Shares		Amount			Stockholders’ Equity
Balance April 30, 2022		14,053	$	134		545	$	5	$	104,117	$	-	$	(80,967	)		519	$	(1,196	)	$	22,093
Stock based compensation		-		-		-		-		237		-		-			-		-			237
Issuance of common stock		-		-		-		-		-		-		-			-		-			-
Comprehensive loss
Net loss		-		-		-		-		-		-		(837	)		-		-			(837	)
Total comprehensive loss		-		-		-		-		-		-		(837	)		-		-			(837	)
Balance July 31, 2022		14,053	$	134		545	$	5	$	104,354	$	-	$	(81,804	)		519	$	(1,196	)	$	21,493
Balance April 30, 2021		10,024	$	94		545	$	5	$	94,267	$	-	$	(78,437	)		519	$	(1,196	)	$	14,733
Stock based compensation		-		-		-		-		87		-		-			-		-			87
Issuance of common stock		9		-		-		-		-		-		-			-		-			-
Comprehensive loss
Net loss		-		-		-		-		-		-		(941	)		-		-			(941	)
Total comprehensive loss		-		-		-		-		-		-		(941	)		-		-			(941	)
Balance July 31, 2021		10,033	$	94		545	$	5	$	94,354	$	-	$	(79,378	)		519	$	(1,196	)	$	13,879

Overview

~~See~~IDW Media Holdings, Inc., a Delaware corporation, ~~accompanying~~(“IDWMH”) ~~notes~~together with its subsidiaries (collectively, the “Company”) is a diversified media company with operations in publishing and television entertainment. The terms “Company,” “we,” “us,” and “our” are used in this report to ~~condensed~~refer ~~consolidated~~collectively ~~financial~~to ~~statements~~IDWMH and its subsidiaries through which various businesses are conducted.

5Basis of Presentation and Principles of Consolidation

~~IDW~~The accompanying unaudited condensed consolidated ~~MEDIA~~financial ~~HOLDINGS~~statements have been prepared by management in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, ~~INC~~they do not include all information and footnotes required by U.S. GAAP for complete financial statements. Certain information and footnote disclosures normally included in our annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting principally of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results of operations are not necessarily indicative of the results for the full year or for any future period. These financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto also included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. All amounts in these condensed consolidated financial statements and notes to the condensed consolidated financial statements are reflected on a consolidated basis for all periods presented.

~~CONDENSED~~The Company’s fiscal year ends on October ~~CONSOLIDATED~~31st. ~~STATEMENTS~~Each OFreference ~~CASH~~below ~~FLOWS~~to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., fiscal 2022 refers to the fiscal year ended October 31, 2022).

~~(Unaudited)~~Reclassification of prior year presentation

	Nine Months Ended
(in thousands)	July 31, 2022			July 31, 2021
Operating activities:
Net loss	$	(1,101	)	$	(4,656	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		258			369
Amortization of finance leases		-			108
Bad debt recovery		-			(91	)
Stock based compensation		546			246
Amortization of right-of-use asset		327			631
Gain on extinguishment of PPP Loans		-			(1,264	)
Gain on sale of discontinued operations		-			(2,123	)
Changes in operating assets and liabilities:
Trade accounts receivable		(1,655	)		16,837
Inventory		(474	)		428
Prepaid expenses and other assets		(339	)		(929	)
Television costs		36			1,424
Operating lease liability		(384	)		(411	)
Trade accounts payable, accrued expenses, production costs payable and other current liabilities		(1,670	)		1,389
Deferred revenue		(2,045	)		(141	)
Gain on disposal of ROU assets		-			(97	)
Net cash (used in) provided by in operating activities		(6,501	)		11,720
Investing activities:
Disposal of discontinued operations		-			(902	)
Capital expenditures		(782	)		(128	)
Net cash used in investing activities		(782	)		(1,030	)
Financing activities:
Proceeds from issuance of common stock		-			25
Proceeds from government loans		-			1,196
Repayments of bank loans		-			(14,204	)
Net cash used in financing activities		-			(12,983	)
Effect of exchange rate changes on cash and cash equivalents		-			39
Net decrease in cash and cash equivalents		(7,283	)		(2,254	)
Cash and cash equivalents at beginning of period		17,532			12,162
Cash and cash equivalents at end of period	$	10,249		$	9,908
Supplemental schedule of investing and financing activities
Cash paid for interest	$	-		$	1,277
Non-cash investing and financing activities
Extinguishment of related party loan in exchange for sale of CTM (see note 14)	$	-		$	3,750

Certain prior year balances have been reclassified to conform to the current year’s presentation. Amortization of television costs, were previously netted against the change in television costs, are disclosed separately on the Condensed Consolidated Statement of Cash Flows. Such reclassifications had no effect on net income (loss).

~~See accompanying~~Use ~~notes~~of ~~to condensed consolidated financial statements.~~Estimates

6The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates. The Company has considered information available to it as of the date of issuance of these condensed consolidated financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgements, or an adjustment to the carrying value of its assets or liabilities. The accounting estimates and other matters assessed include, but were not limited to, goodwill and other long-lived assets, and revenue recognition. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.

~~IDW MEDIA~~Risks ~~HOLDINGS,~~and ~~INC.~~Uncertainties

~~NOTES~~In March 2020, the World Health Organization declared TOthe ~~CONDENSED~~outbreak ~~CONSOLIDATED~~of ~~FINANCIAL~~a ~~STATEMENTS~~novel coronavirus (“COVID-19”) as a pandemic, which continues to spread throughout the World. The Company is actively monitoring the COVID-19 pandemic, the restrictive measures imposed to combat its spread and their potential impact on each of its operating segments. While the Company believes that in fiscal 2022 and through the first quarter of fiscal 2023, there has been significant improvement in the impact of the pandemic and the related measures, there is uncertainty around the duration and ongoing impact, if any, of COVID-19 related to both known and unknown risks, including future quarantines, closures and other restrictions resulting from the outbreak, and the Company’s operations and its customers and partners may continue to be impacted.

~~(Unaudited)~~In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States of America, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows related to IDW Publishing’s foreign licenses is also not determinable as of the date of these financial statements.

~~Note~~On March 10, 2023, Silicon Valley Bank (“SVB”) was shut ~~1—Basis~~down, followed on March 11, 2023 by Signature Bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver for those banks. Since that time, there have been reports of ~~Presentation~~instability at other U.S. banks, including First Republic. The Company maintains an account at First Republic and ~~Summary~~certain customers make payments to the Company via that account, although the Company does not generally maintain significant deposits in that account beyond the short term. If First Republic were to fail, we may not be able to access the payments made by those of ~~Significant~~our ~~Accounting~~customers ~~Policies~~who make payments via that account on a timely basis, if at all. Despite the steps taken to date by U.S. agencies to protect depositors, the follow-on effects of the events surrounding the SVB and Signature Bank failures and pressure on other banks are unknown, could include failures of other financial institutions to which we face direct or more significant exposure, and may lead to significant disruptions to our operations, financial position, and reputation. The extent of such impacts is uncertain, and there may be additional risks that we have not yet identified. We are taking steps to identify any potential impact and minimize any disruptions to our operations. However, we cannot guarantee that we will be able to avoid negative consequences directly or indirectly from the foregoing events or other impacts on U.S. financial institutions.

~~Overview~~5

~~IDW Media~~Segment Holdings, Inc. (“IDWMH”) together with its subsidiaries (collectively, the “Company”) is a diversified media company with operations in publishing and television entertainment. The terms “Company,” “we,” “us,” and “our” are used in this report to refer collectively to the parent company and the subsidiaries through which various businesses are conducted.Information

~~Basis~~Financial Accounting Standards Board (“FASB”) ofAccounting ~~Presentation~~Standards ~~and~~Codification ~~Principles~~(“ASC”) 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of ~~Consolidation~~an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

The ~~accompanying~~ ~~unaudited~~Company’s ~~condensed~~chief ~~consolidated~~operating ~~financial~~decision ~~statements have been prepared by management in accordance with generally accepted~~maker ~~accounting~~is ~~principles in~~ the ~~United~~Chief ~~States~~Executive ~~of America (“U.S. GAAP”) for interim financial information. Accordingly~~Officer, ~~they do~~who ~~not~~reviews ~~include~~the ~~all information and footnotes required by U.S. GAAP for complete~~ financial ~~statements.~~performance ~~Certain information~~ and ~~footnote disclosures~~the ~~normally~~results ~~included~~of inoperations ~~our~~of ~~annual~~the ~~consolidated~~segments ~~financial statements~~ prepared in accordance with U.S. GAAP ~~have~~when ~~been~~making ~~condensed or~~decisions ~~omitted~~about ~~consistent~~allocating ~~with~~resources Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting principally of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results of operations are not necessarily indicative of the results for the full year or for any future period. These financial statements should be read in conjunction with the annual consolidated financial statements and ~~notes~~assessing ~~thereto~~performance ~~also included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2021. The condensed consolidated financial statements include the accounts~~ of the Company ~~and~~(see ~~its~~Note ~~wholly-owned subsidiaries~~5). All significant intercompany accounts and transactions have been eliminated in consolidation. All amounts in these condensed consolidated financial statements and notes to the condensed consolidated financial statements are reflected on a consolidated basis for all periods presented.

The Company’s ~~fiscal~~principal ~~year~~business ~~ends on October 31st. Each reference below to a fiscal year refers to the fiscal year ending in~~consists ~~the~~of ~~calendar year indicated (e.g., fiscal 2021 refers to~~ the ~~fiscal~~following ~~year ended October 31, 2021).~~segments:

~~Use of~~i. ~~Estimates~~IDWP Publishing (“IDWP”) creates comic books, graphic novels and digital content through its imprints IDW, Top Shelf Productions and Artist’s Editions; and

~~The preparation~~ii. ofIDW ~~the~~Entertainment ~~consolidated~~(“IDWE”) ~~financial~~is ~~statements~~a inproduction ~~conformity~~company ~~with~~and ~~U.S.~~studio ~~GAAP~~that ~~requires~~develops, ~~management~~produces, toand ~~make~~distributes ~~estimates~~content ~~and~~based ~~assumptions that~~on ~~affect~~IDWP’s ~~the~~original ~~amounts~~copyrighted ~~reported~~intellectual property (“IP”), published in the ~~condensed~~form ~~consolidated~~of ~~financial~~comic ~~statements~~books, graphic novels and ~~accompanying~~any ~~notes.~~other ~~Actual~~forms ~~results~~of ~~may~~print ~~differ from~~publication, ~~those~~for ~~estimates~~a variety of formats including film and television.

~~In March~~Allowance ~~2020,~~for ~~the~~Doubtful World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic, which continues to spread throughout the World. The Company is actively monitoring the COVID-19 pandemic, the restrictive measures imposed to combat its spread and their potential impact on each of our operating segments. While we believe that through the first three quarters of fiscal 2022, there has been significant improvement in the impact of the pandemic and the related measures, there is uncertainty around the duration and ongoing impact, if any, of COVID-19 related to both known and unknown risks, including future quarantines, closures and other restrictions resulting from the outbreak, and our operations and our customers and partners may continue to be impacted. The Company has considered information available to it as of the date of issuance of these condensed consolidated financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgements, or an adjustment to the carrying value of its assets or liabilities. The accounting estimates and other matters assessed include, but were not limited to, goodwill and other long-lived assets, and revenue recognition. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.Accounts

7Trade accounts receivables are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations. The Company had an allowance for doubtful accounts of $0 as of January 31, 2023 and October 31, 2022.

~~IDW MEDIA~~Television ~~HOLDINGS,~~Costs ~~INC.~~

~~NOTES~~The Company capitalizes television production, TOparticipation ~~CONDENSED~~and ~~CONSOLIDATED~~residual ~~FINANCIAL~~costs ~~STATEMENTS~~and amortizes them over the applicable product life cycle based upon the ratio of the current period’s revenues to the estimated remaining total revenues (“Ultimate Revenues”) for each production. If the Company’s estimate of Ultimate Revenues decreases, amortization of film and television costs may be accelerated. Conversely, if the Company’s estimate of Ultimate Revenues increases, film and television cost amortization may be slowed. For television series, Ultimate Revenues include revenues that are expected to be earned within ten years from delivery of the first episode, or if still in production, five years from delivery of the most recent episode. Advertising, marketing, general and administrative costs are expensed as incurred.

Every quarter, the Company undertakes an analysis to support its content amortization expense. Critical assumptions used in determining content amortization include: (~~Unaudited~~i) determining the grouping of contents (ii) the application of an ultimate revenue forecast model based on the contracts of televisions, (iii) gathering the schedules of delivered television episodes from the relative customers, (iv) calculating current period amortization, (v) assessing the accuracy of the Company’s forecasts.

~~Segment~~The Company continually reviews its estimates ~~Information~~and contracts and revises its assumptions if necessary. Any material adjustments from the Company’s review of the amortization are applied prospectively in the period of the change for assets.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.6

~~The Company’s~~With ~~chief~~respect ~~operating~~to ~~decision~~television ~~maker~~series isor ~~the~~other ~~Chief~~television productions ~~Executive~~intended ~~Officer~~for ~~(“CEO”)~~broadcast, ~~who reviews~~ the ~~financial~~most ~~performance and~~sensitive ~~the~~factors ~~results~~affecting estimates of ~~operations~~Ultimate Revenues are program ratings and the strength of the ~~segments~~advertising ~~prepared~~market. inTelevision ~~accordance~~development ~~with~~costs ~~U.S.~~for ~~GAAP~~projects ~~when~~that ~~making~~have ~~decisions~~been ~~about~~abandoned ~~allocating~~or ~~resources~~have not been set for production within ~~and~~three ~~assessing~~years ~~performance~~are ofgenerally ~~the~~written ~~Company~~off ~~(see~~in ~~Note~~the 5)relevant period.

~~Our~~Television costs are stated at the lower of cost ~~principal~~less ~~business~~accumulated ~~consists~~amortization or fair value. The Company evaluates impairment by the fair value of television costs at the ~~following~~individual level ~~segments:~~by considering expected future revenue generation, when an event or change in circumstances indicates a change in the expected revenue of the television costs or that the fair value of a film or film group may be less than unamortized costs.

i.IDWE ~~IDWP~~regularly ~~Publishing~~enters ~~(“IDWP”)~~into ~~creates~~agreements ~~comic~~for ~~books,~~the production ~~graphic~~of ~~novels~~its television shows. The agreements provide for the rights and ~~digital~~obligations ~~content~~related ~~through~~to ~~its~~the ~~imprints~~agreement ~~IDW~~including timing, ~~Top~~delivery, and ~~Shelf~~payments. ~~Productions~~IDWE capitalizes the resulting production costs under the agreements in production cost inventory as payments are made or when the products or services are delivered. Amortization of television costs during the three months ended January 31, 2023 and ~~Artist’s~~2022 were ~~Editions;~~a recoupment of $166,000 and amortization of $999,000, respectively.

~~ii.~~Variable ~~IDW~~Interest ~~Entertainment (“IDWE”) a production company and studio that develops, produces, and distributes content based on IDWP’s original IP for a variety of formats including film and television.~~Entities

~~Prior to~~The ~~February 15~~Company, ~~2021,~~through weits ~~also~~subsidiary ~~owned~~IDWE ~~CTM~~has ~~Media~~arrangements with ~~Group~~seven special-purpose entities (“~~CTM~~SPEs”),. aSome ~~company~~SPEs ~~that~~were ~~develops~~formed ~~and~~for ~~distributes~~the ~~print~~sole ~~and~~purpose ~~digital-based advertising~~of ~~and~~providing ~~information~~production ~~advertising~~services of ~~for~~a ~~tourist~~television ~~destinations~~pilot inand ~~targeted~~series ~~tourist markets~~ in 32Canada, ~~states~~and /other ~~provinces~~SPEs inwere ~~the~~formed USfor production and ~~Canada~~writing purposes. The SPEs are independently Onowned ~~February~~companies ~~15,~~that ~~2021,~~are weeffectively ~~consummated~~controlled ~~the~~by ~~sale~~IDWE ofand ~~CTM~~are parties to anthe ~~assignee~~related ofbank ~~Howard~~production ~~Jonas,~~financing ~~the~~arrangements. The Company’s has ~~Chairman~~determined inthat ~~exchange~~SPEs ~~for~~are variable interest entities (i“VIEs”) and that the ~~cancelation~~Company ofis ~~$3.75~~the ~~million~~primary beneficiary of ~~indebtedness~~the weSPEs activities ~~owed~~and towas ~~our~~the ~~Chairman’s~~obligor ~~designee,~~on ~~(ii)~~the aSPEs’ ~~contingent~~debt. All ~~payment~~financial activity of upthe toSPEs ~~$3.25~~has ~~million based~~been ~~upon~~included ain ~~recovery~~IDWE’s offinancial statements, ~~quarterly~~which ~~revenues~~are part of ~~CTM~~these tocondensed ~~90%~~consolidated offinancial ~~its~~statements. ~~fiscal~~IDWE ~~2019~~is ~~levels~~not ~~during~~obligated ~~the~~to ~~18-month~~provide ~~period~~any ~~following~~support to the ~~sale, and~~VIE’s ~~(iii)~~and atherefore, ~~contingent~~there ~~payment~~are ifno ~~CTM~~additional islosses ~~sold~~foreseen. ~~within~~The 36SPEs ~~months~~have offinished all the ~~sale~~productions ~~for~~and ~~more~~these ~~than~~shows ~~$4.5~~have ~~million~~been delivered. As All ofoutstanding ~~July~~loans ~~31,~~and ~~2020,~~other ~~CTM~~obligations ~~was reported~~have asbeen apaid ~~discontinued~~off ~~operation~~ and ~~CTM’s~~ ~~operations~~all ~~have~~bank ~~since~~accounts have been ~~included~~closed. inThe ~~the~~carrying ~~condensed~~amounts ~~consolidated~~and ~~financial~~classification ~~statements~~of asthe ~~discontinued~~VIEs’ ~~operations~~assets ~~(see~~are ~~note~~presented ~~14).~~below:

Trade Accounts Receivable, Net

(in thousands)		January 31, 2023				October 31, 2022
Cash and cash equivalents		$	-			$	126

~~Trade accounts~~Revenue receivables are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations. The Company had an allowance for doubtful accounts of $0 as of July 31, 2022 and October 31, 2021.Recognition

~~Television~~The Company applies the five-step approach as ~~Costs~~described in ASC 606, Revenue from Contracts with Customers, which consists of the following: (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract and (v) recognizing revenue when (or as) the entity satisfies a performance obligation.

~~We expense~~IDWP ~~television~~generates ~~production,~~revenue ~~participation~~primarily ~~and~~from ~~residual~~the ~~costs~~sale and ~~over~~licensing ~~the~~of ~~applicable~~comic ~~product~~books, ~~life~~graphic ~~cycle~~novels, ~~based~~digital ~~upon~~content, ~~the~~and ~~ratio~~games ofthrough ~~the current period~~IDWP’s ~~revenues~~imprints toIDW, ~~the~~Top ~~estimated~~Shelf, ~~remaining~~and ~~total~~Artist’s Editions. ~~revenues~~Revenue ~~(“Ultimate~~from ~~Revenues”)~~direct ~~for~~market ~~each~~and ~~production.~~book Ifmarket ~~our~~sales ~~estimate~~ of ~~Ultimate~~comic ~~Revenues~~books ~~decreases, amortization of film~~ and ~~television~~graphic ~~costs~~novels ~~may~~is ~~be accelerated. Conversely~~recognized, ifnet ~~our~~of ~~estimate~~an ofallowance ~~Ultimate~~for estimated ~~Revenues~~sales ~~increases~~returns, ~~film~~at ~~and~~the ~~television~~later ~~cost~~of ~~amortization~~the ~~may~~time beof ~~slowed.~~the ~~For~~On ~~television~~Sale ~~series,~~Date ~~Ultimate~~(“OSD”) ~~Revenues~~or ~~include~~shipment ~~revenues~~by ~~that are~~IDWP’s ~~expected~~distributors to bethe ~~earned~~distributors’ customers. ~~within~~Revenue ~~ten years~~ from ~~delivery~~direct-to-consumer sales of ~~the~~comic ~~first episode~~books, orgraphic ifnovels, ~~still~~and ingames ~~production,~~is ~~five~~recognized ~~years~~at ~~from~~the ~~delivery~~later of the ~~most~~OSD ~~recent~~or ~~episode.~~shipment from ~~IDWE~~the ~~capitalized~~printer ~~cost~~or ofthird-party ~~production~~logistics ~~and~~warehouse ~~amortized~~to ~~it over~~ the ~~applicable~~customer. ~~product~~Licensing ~~life~~revenues ~~cycle~~are ~~based~~recognized upon ~~the~~execution ~~ratio~~ of the ~~current~~agreement for ~~period’s~~such ~~revenues~~rights, toand ~~the~~other ~~estimated~~creative ~~remaining~~revenues ~~total~~are ~~Ultimate~~recognized ~~Revenues~~upon ~~for~~completion ~~each~~of ~~production.~~services ~~Advertising,~~rendered ~~marketing, and~~on ~~general~~a ~~and~~contractual ~~administrative costs are expensed as incurred~~basis.

Every quarter, the Company prepares analyses to support its content amortization expense. Critical assumptions used in determining content amortization include: (i) determining the grouping of contents (ii) the application of an ultimate revenue forecast model based on the contracts of televisions, (iii) gathering the schedules of delivered television episodes from the relative customers, (iv) calculating current period amortization, and (v) assessing the accuracy of the Company’s forecasts.7

8IDWE generates revenue primarily from the licensing and distribution of content across various platforms and formats to audiences globally including television series and films. IDWE’s revenue is recognized when the content promised in an executed contract is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the content. Revenue is also generated from serving as a co-studio and executive producer of content across various platforms and formats to audiences globally including television series and films. This revenue is recognized when the services promised in the contract are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the services. IDWE also earns revenue from the sale of the option to purchase the media rights for IDWP properties to studios and streamers. This revenue is recognized when the goods promised in the contract are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the goods.

~~IDW~~IDWE enters into production agreements which provide ~~MEDIA~~for ~~HOLDINGS~~the rights and obligations related to the agreement including timing, ~~INC~~delivery, and payments. In certain productions in which IDWE is the distributor, IDWE has the obligation to pay artist, director, and writer guilds for residuals for the creative writers of content. In addition, IDWE has the right to receive participation rights recoupment based on viewership of the cumulative production. The Company is unable to make an estimate as the recoupment is based on future viewership and therefore revenue will be recognized at a future date once the amount is known.

~~NOTES~~IDWE’s production activities included some TOof ~~CONDENSED~~those ~~CONSOLIDATED~~provided ~~FINANCIAL~~by ~~STATEMENTS~~Canadian SPEs, and some of those productions qualified for tax credits in Canada. These credits were recorded as either revenue or reductions in production cost when the SPEs become entitled to the Canadian tax credits. The Canada Revenue Agency (“CRA”) has completed the audit on these productions and the related final tax refunds have been reflected in the Company’s condensed consolidated statement of operations in the periods they were received.

~~(Unaudited)~~The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the satisfaction of performance obligations, the Company records a contract liability on the balance sheets within deferred revenue until the performance obligations are satisfied.

~~The Company~~In ~~continually~~the ~~reviews~~ordinary ~~its~~course ~~estimates~~of ~~and~~business, ~~contracts~~the ~~and~~Company’s reportable ~~revises~~segments ~~its~~enter ~~assumptions~~into iftransactions ~~necessary~~with one another. ~~Any~~The ~~material~~most ~~adjustments~~common ~~from~~types ~~the~~of ~~Company’s~~intersegment transactions include IDWE obtaining ~~review~~rights ofto ~~the~~produce ~~amortization~~television ~~are~~series ~~applied~~based ~~prospectively~~on content created by IDWP. All intersegment transactions are eliminated in ~~the~~consolidation ~~period~~and, therefore, ofdo ~~the~~not ~~change~~affect ~~for~~consolidated ~~assets~~results.

~~With respect~~Revenue toRecognition ~~television~~When ~~series~~Right ~~or other television productions intended for broadcast, the most sensitive factors affecting estimates~~ of ~~Ultimate~~ ~~Revenues~~Return are program ratings and the strength of the advertising market. Television development costs for projects that have been abandoned or have not been set for production within three years are generally written off in the relevant period.Exists

~~Television costs~~IDWP’s ~~are~~books ~~stated~~market atdistributor ~~the~~offers ~~lower~~a right of ~~cost~~return ~~less~~to ~~accumulated~~retail ~~amortization~~customers orwith ~~fair~~no ~~value~~expiration date in accordance with general industry practices. ~~The~~IDWP ~~Company~~generally ~~evaluates~~does ~~impairment~~not byoffer the right of return on the ~~fair~~sale ~~value~~ of ~~television~~comic ~~costs~~books. atSales ~~the~~returns ~~individual~~allowances ~~level~~represent bya ~~considering~~reserve ~~expected~~for ~~future~~IDWP ~~revenue~~products ~~generation,~~that ~~when~~may anbe ~~event~~returned due to dating, competition or ~~change~~other inmarketing ~~circumstances indicates~~matters, aor ~~change~~certain destruction in the ~~expected~~field. ~~revenue~~Sales ofreturns ~~the~~are ~~television~~generally ~~costs~~estimated orand recorded based on historical sales and returns experience and current trends that ~~the~~are ~~fair~~expected ~~value~~to continue. As of aJanuary ~~film~~31, or2023 ~~film~~and ~~group~~October 31, ~~may~~2022, bethe ~~less~~Company’s ~~than~~estimated ~~unamortized costs~~returns were $89,000 and $110,000, respectively.

IDWE regularly enters into agreements for the production of its television shows. The agreements provide for the rights and obligations related to the agreement including timing, delivery, and payments. IDWE capitalizes the resulting production costs under the agreements in production cost inventory as payments are made or when the products or services are delivered. Amortization of television costs during the three months ended July 31, 2022 and 2021 were a recoupment of $282,000 and $0, respectively. Amortization of television costs during the nine months ended July 31, 2022 and 2021 were $717,000 and $5,341,0000, respectively. 8

~~Variable Interest~~Direct ~~Entities~~Cost of Revenues

~~The Company,~~Direct ~~through~~cost ~~its~~of ~~subsidiary~~revenues ~~IDWE~~excludes ~~has~~depreciation and ~~arrangements with seven special~~non-~~purpose~~production ~~entities~~cost ~~(“SPEs”)~~amortization expense. ~~Some~~Direct ~~SPEs~~cost ~~were~~of ~~formed~~ revenues for ~~the~~IDWP ~~sole~~consists ~~purpose~~primarily of ~~providing~~printing ~~production~~expenses ~~services of a television pilot~~ and ~~series~~costs inof ~~Canada, and other SPEs were formed for production~~artists and ~~writing purposes~~writers. ~~The~~Direct ~~SPEs~~cost ~~are~~of ~~independently~~revenues ~~owned~~for ~~companies that are effectively controlled by~~ IDWE ~~and~~consists ~~are~~primarily ~~parties~~of to the ~~related bank~~amortization of production ~~financing~~costs ~~arrangements. The Company has determined~~ that ~~SPEs~~were ~~are~~capitalized ~~variable interest entities (“VIEs”) and~~during ~~that~~ the ~~Company~~production ~~is the primary beneficiary~~ of the ~~SPEs~~television ~~activities~~episodes, ~~and was the obligor on the SPEs’ debt. All financial activity of the SPEs has been included in IDWE’s financial statements~~residuals, ~~which~~accrued ~~are~~third ~~part~~party ~~of these consolidated financial statements. IDWE is not obligated to provide any support to the VIE’s and therefore~~participation, ~~there are no additional potential losses foreseen. The SPEs have finished all the productions~~ and ~~these~~distribution ~~shows~~fees ~~have~~directly ~~been~~related ~~delivered.~~to ~~The outstanding loans have been paid off~~revenue. ~~The carrying amounts and classification of the VIEs’ assets are presented below:~~

(in thousands)		July 31, 2022				October 31, 2021
Cash and cash equivalents		$	75			$	78

Deferred Revenue

The Company records deferred revenue upon invoicing for contracted commitments for products and services. Revenue is recognized on the date such product or service is provided or delivered ~~Recognition~~in accordance with the contract.

~~The Company~~Concentration applies the five-step approach as described in ASC 606, Revenue from Contracts with Customers, which consists of the following: (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract and (v) recognizing revenue when (or as) the entity satisfies a performance obligation.Risks

~~IDWP generates~~Financial ~~revenue~~instruments ~~primarily~~that ~~from~~potentially subject the ~~sale~~Company ~~and~~to ~~licensing~~concentration of ~~comic~~credit ~~books,~~risk ~~graphic~~consist ~~novels,~~principally ~~digital~~of ~~content~~cash, ~~and~~cash ~~games through IDWP’s imprints IDW Publishing~~equivalents, ~~IDW Games, Top Shelf,~~ and ~~Artist’s~~trade ~~Editions~~accounts receivable. ~~Revenue~~The ~~from~~Company holds ~~the~~cash ~~direct sale of comic books, graphic novels~~ and ~~games~~cash isequivalents ~~recognized,~~at ~~net~~major offinancial ~~an allowance for estimated sales returns~~institutions, atwhich ~~the~~often ~~time~~exceed ofFederal ~~shipment~~Deposit ofInsurance ~~its graphic novels, comic books and games by IDWP~~Corporation’s ~~distributors to its customers~~insurance limits. ~~Licensing~~Historically, ~~revenues~~the ~~are~~Company ~~recognized~~has ~~upon~~not ~~execution~~experienced ofany ~~the~~losses ~~agreement~~due ~~for~~to such ~~rights, and~~concentration ~~other creative revenues are recognized upon completion~~ of ~~services~~credit ~~rendered on a contractual basis~~risk.

9IDWP has three significant customers, Penguin Random House (“PRH”), Scholastic Inc. (“Scholastic”), and, for periods prior to June 2022, Diamond Comic Distributors, Inc. (“Diamond”), that pose a concentration risk.

~~IDW~~Revenues from PRH, IDWP’s book market distributor ~~MEDIA~~and, ~~HOLDINGS~~beginning June 1, ~~INC~~2022, IDWP’s direct market distributor, represented 70.1% and 21.7% of condensed consolidated revenue for the three months ended January 31, 2023 and 2022, respectively. The receivable balances represented 65.0% and 63.9% of condensed consolidated receivables at January 31, 2023 and October 31, 2022, respectively.

~~NOTES~~Revenues from Scholastic, a leading distributor TOof ~~CONDENSED~~children’s ~~CONSOLIDATED~~books, ~~FINANCIAL~~represented ~~STATEMENTS~~12.0% and 1.6% of condensed consolidated revenue for the three months ended January 31, 2023 and 2022, respectively.

~~(Unaudited)~~Revenues from Diamond, which was IDWP’s direct market distributor until June 1, 2022, represented 0% and 15.0% of condensed consolidated revenue for the three months ended January 31, 2023 and 2022, respectively.

IDWE ~~generates~~ ~~revenue~~has ~~primarily~~two ~~from~~significant ~~the~~customers, ~~licensing~~Netflix and ~~distribution of content across various platforms and formats to audiences globally~~ ~~including~~Fifth ~~television~~Season ~~series~~(formerly ~~and~~Endeavor ~~films.~~Content ~~IDWE’s~~LLC), ~~revenue is recognized when the content promised in an executed contract is transferred to the customer in an amount~~ that ~~reflects~~pose ~~the consideration to which the Company expects to be entitled in exchange for the content. Beginning in the third fiscal quarter of 2022, revenue was also generated from serving as~~ a ~~co-studio~~concentration ~~and executive producer of content across various platforms and formats to audiences globally including television series and films~~risk. This revenue is recognized when the services promised in the contract are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the services. IDWE also earns revenue from the sale of the option to purchase the media rights for IDWP properties to studios and streamers. This revenue is recognized when the goods promised in the contract are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the goods.

~~IDWE enters~~Revenue ~~into~~from ~~production~~Netflix, ~~agreements~~a ~~which~~leading ~~provide~~streaming ~~for the rights and obligations related to the agreement including timing, delivery, and~~video ~~payments.~~subscription ~~In certain productions in which IDWE is the distributor~~service, ~~IDWE~~represented ~~has~~0% ~~the obligation to pay artist, director,~~ and ~~writer guilds for residuals for the creative writers of content~~35.4% ~~In addition, IDWE has the right to receive participation rights recoupment based on viewership~~ of ~~the~~condensed ~~cumulative~~consolidated ~~production.~~revenue ~~The~~for ~~Company is unable to make an estimate as~~ the ~~recoupment~~three ismonths ~~based~~ended onJanuary ~~future~~31, ~~viewership~~2023 and ~~therefore~~ ~~revenue will be recognized at a future date once the amount is known~~2022, respectively.

~~IDWE’s production~~The ~~activities~~receivable ~~included~~balances ~~some~~from ofFifth ~~those~~Season ~~provided by Canadian SPEs, and some of those productions qualify for tax credits in Canada.~~represented ~~These credits are recorded as reductions in production cost when the SPEs becomes entitled to the Canadian tax credits~~15.3% ~~The Canada Revenue Agency (“CRA”) has completed the audit on these productions~~ and ~~the related tax refunds are no longer estimates~~17.7% ~~There~~of ~~are possible~~condensed ~~additional~~consolidated ~~tax~~receivables ~~credits~~at ~~the~~January ~~Company~~31, ~~may~~2023 beand ~~eligible~~October ~~to receive~~31, ~~however due to the uncertainty of the receipt~~2022, ~~the Company has not accrued for such credits~~respectively.

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the satisfaction of performance obligations, the Company records a contract liability on the balance sheets within deferred revenue until the performance obligations are satisfied.9

~~In the~~Revision ~~ordinary course~~ of ~~business,~~previously ~~the~~issued ~~Company’s reportable segments enter into transactions with one another. The most common types~~consolidated offinancial intersegment transactions include IDWE obtaining rights to produce television series based on content created by IDWP. All intersegment transactions are recorded into intercompany receivables or payables and therefore no revenue or inventory eliminations are required.statements

~~Revenue~~During the quarter ended April 30, 2022, the Company ~~Recognition~~identified ~~When~~errors ~~Right~~that caused an understatement of ~~Return~~previously ~~Exists~~reported current liabilities and accumulated deficit. Specifically, the error related to the lack of accrual for certain actor residuals related to Wynonna Earp incurred in 2016 and 2017. The correction of these errors increased accumulated deficit by $589,000 as of October 31, 2021. This error had no impact on net loss, loss per share, or net cash provided by operating activities for the year ended October 31, 2021.

~~IDWP offers~~In ~~its~~accordance ~~book market distributors, a right of return~~ with noStaff ~~expiration~~Accounting ~~date~~Bulletin in(“SAB”) No. ~~accordance~~99, ~~with~~Materiality, ~~general~~and ~~industry~~SAB ~~practices~~No. ~~These~~108, ~~distributors then~~Considering ~~offer~~the ~~this~~Effects ~~same right~~ of ~~return~~Prior toYear ~~their~~Misstatements ~~book~~when ~~market~~Quantifying ~~retail~~Misstatements ~~customers. Sales returns allowances represent a reserve for IDWP products~~in ~~that~~Current ~~may~~Year beFinancial ~~returned due to dating~~Statements, ~~competition~~the orCompany ~~other~~evaluated ~~marketing matters, or certain destruction in~~ the ~~field.~~errors ~~Sales returns are generally estimated~~ and ~~recorded~~determined ~~based~~that onthe ~~historical~~impact ~~sales~~was ~~and~~not ~~returns~~material ~~experience and current trends that are expected~~ to ~~continue.~~any As of ~~July 31, 2022 and October 31, 2021,~~ the Company’s ~~estimated~~previously ~~returns~~issued ~~were~~financial ~~$134,000 and $127,000, respectively~~statements.

~~Direct~~The following table presents a summary of the ~~Cost~~impact by financial statement line item of ~~Revenues~~the corrections as of October 31, 2021:

Direct cost of revenues excludes depreciation and non-production cost amortization expense. Direct cost of revenues for IDWP consists primarily of printing expenses and costs of artist and writers. Direct cost of revenues for IDWE consists primarily of the amortization of production costs that were capitalized during the production of the television episodes, accrued third party participation, and distribution fees directly related to revenue.

	As of October 31, 2021
(in thousands)	As Previously Reported			Adjustment			As Revised
Consolidated Balance Sheet
Accumulated deficit	$	(80,114	)	$	(589	)	$	(80,703	)
Total stockholders’ equity	$	22,637		$	(589	)	$	22,048

~~Deferred Revenue~~Commitments and Contingencies

The Company ~~records~~accrues ~~deferred~~for ~~revenue~~loss ~~upon~~contingencies ~~invoicing~~when both ~~for~~(a) information ~~contracted~~available ~~commitments~~prior to issuance of the consolidated financial statements indicates that it is probable that a liability had been incurred at the date of the consolidated financial statements and (b) the amount of loss can reasonably be estimated. When the Company accrues for ~~products~~loss contingencies and ~~services~~the reasonable estimate of the loss is within a range, the Company records its best estimate within the range. ~~Revenue~~When no amount within the range is ~~recognized~~a onbetter estimate than any other amount, the ~~date~~Company accrues the minimum amount in ~~such~~the ~~product~~range. The Company discloses an estimated possible loss or ~~service~~a range of loss when it is ~~provided~~at orleast ~~delivered~~reasonably inpossible ~~accordance~~that ~~with~~a ~~the~~loss ~~contract~~may have been incurred. Gain contingencies are not recorded until they are realized.

10Recently Issued Accounting Pronouncements Adopted

~~IDW~~In November 2021, the FASB issued ASU 2021-10, Government ~~MEDIA~~Assistance ~~HOLDINGS~~(Topic 832), which ~~INC~~requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, IFRS guidance in IAS 20 or guidance on contributions for not-for-profit entities in ASC 958-605). For transactions within scope, the new standard requires the disclosure of information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction. The new guidance is effective for annual reporting periods beginning after December 15, 2021. Early application of the amendment is permitted. The Company adopted the ASU on May 1, 2022 and applied its provisions prospectively. In connection with this adoption the Company increased its disclosures with respect to government assistance beginning in the third quarter of fiscal year 2022 (See Note 14).

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~10

~~(Unaudited)~~Recently Issued Accounting Standard Not Yet Adopted

~~Concentration~~In June 2016, the FASB issued ASU No. 2016-13, ~~Risks~~Financial Instruments—Credit Losses (Topic 326), that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new guidance becomes effective for fiscal years beginning after December 15, 2022, though early adoption is permitted. The new provisions will be applied as a cumulative-effect adjustment to retained earnings. The Company will adopt the new standard on November 1, 2023. The Company is evaluating the impact that the new standard will have on its condensed consolidated financial statements.

~~Financial~~In January 2017, the FASB issued ASU No. 2017-04, ~~instruments~~Intangibles—Goodwill ~~that~~and ~~potentially~~Other ~~subject~~(Topic 350): Simplifying the ~~Company~~Test tofor ~~concentration~~Goodwill Impairment, which simplifies the measurement of ~~credit~~goodwill ~~risk~~by ~~consist~~eliminating ~~principally~~the ofStep ~~cash,~~2 ~~cash~~impairment ~~equivalents,~~test. ~~and~~Step ~~trade~~2 measures a goodwill impairment loss by comparing the implied fair value ~~accounts~~of ~~receivable~~a reporting unit’s goodwill with the carrying amount of that goodwill. The ~~Company~~new ~~holds~~guidance ~~cash~~requires an entity to compare the fair value of a reporting unit with its carrying amount and ~~cash~~recognize ~~equivalents~~an atimpairment ~~major~~charge ~~financial~~for ~~institutions,~~the ~~which~~amount ~~often~~by ~~exceed~~which the ~~Federal~~carrying ~~Deposit~~amount exceeds ~~Insurance~~the ~~Corporation~~reporting unit’s ~~(“FDIC”)~~fair ~~insurance~~value. ~~limits~~Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ~~Historically~~The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2022, though early adoption is permitted. The Company will adopt this guideline prospectively for the fiscal year beginning November 1, 2023. The Company ~~has~~does not ~~experienced~~believe ~~any~~that ~~losses~~the ~~due~~adoption toof this ~~such~~new ~~concentration~~accounting ofguidance ~~credit~~will ~~risk~~have a material impact on its condensed consolidated financial statements.

~~IDWP has~~Note ~~three significant customers, Penguin Random House Publisher Services~~ 2—(~~“PRHPS”~~Loss), ~~Diamond~~Earnings ~~Comic~~Per ~~Distributors, Inc. (“Diamond”), and Scholastic Inc. (“Scholastic”), that pose a concentration risk.~~Share

~~Revenues~~Basic (loss) earnings per share is computed by ~~from~~dividing ~~PRHPS,~~net ~~IDWP’s~~(loss) ~~non-direct~~income ~~market~~attributable ~~distributor~~to ~~and~~all ~~beginning~~classes ~~June~~of 1,common ~~2022,~~stockholders ~~IDWP’s~~by ~~direct~~the ~~market~~weighted ~~distributor,~~average ~~represented~~number of shares of all classes ~~52.0%~~of ~~and~~common 42stock outstanding during the applicable period.9% ofDiluted (loss) earnings per share is computed in the ~~total~~same ~~condensed~~manner ~~consolidated~~as ~~revenue~~basic ~~for~~(loss) earnings per share except that the ~~three~~number ~~months~~of ~~ended~~shares ~~July~~is ~~31,~~increased ~~2022~~to ~~and~~include ~~2021,~~additional ~~respectively,~~shares ~~and~~that ~~35.30%~~would have been outstanding had the potentially dilutive shares been issued and ~~30.2%~~reduced by the number of shares the ~~total~~Company ~~condensed~~could ~~consolidated~~have ~~revenues~~repurchased ~~for~~with proceeds from issuance of potentially dilutive shares using the ~~nine~~treasury ~~months~~stock ~~ended~~method, ~~July~~unless 31the effect of such increase would be anti-dilutive. The Company excluded 1,177,303 ~~2022~~and 77,665 shares of unvested restricted Class B common stock, options to purchase 996,357 and ~~2021~~930,959 ~~respectively.~~shares ~~The~~of ~~receivable~~Class ~~balances~~B ~~from~~common ~~PRHPS~~stock ~~represented~~and ~~50.4%~~warrants to purchase 187,579 and ~~52.0%~~187,579 shares of Class B common stock from the ~~total~~calculation ~~condensed~~of ~~consolidated~~diluted ~~receivables~~(loss) atearnings per ~~July~~share ~~31,~~for ~~2022~~the ~~and~~three ~~October~~months ended January 31, ~~2021~~2023 and 2022, respectively., Onas ~~June~~the 1,effect ~~2022~~would have been anti-dilutive. Therefore, basic ~~PRHPS~~and ~~replaced~~diluted ~~Diamond~~(loss) asearnings ~~IDWP’s~~per ~~distributor~~share toare the ~~direct~~same ~~market~~for the three months ended January 31, 2023 and 2022.

~~Revenues from~~Note ~~Diamond, which was IDWP’s direct market distributor until June 1, 2022, represented 10.~~3% and 40.3% of the total condensed consolidated revenue for the three months ended July 31, 2022, and 2021, respectively, and 19.1% and 30.2% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. The receivable balances from Diamond represented 0.6% and 20.0% of the total condensed consolidated receivables at July 31, 2022 and October 31, 2021, respectively.—Equity

~~Revenues from~~Voting ~~Scholastic,~~Privileges ~~a leading distributor of children’s books, represented 10.5%~~ and 0%Protective of the total condensed consolidated revenue for the three months ended July 31, 2022, and 2021, respectively, and 4.6% and 0.1% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. The receivable balances from Scholastic represented 12.7% and 0% of the total condensed consolidated receivables at July 31, 2022 and October 31, 2021, respectively.Features

~~IDWE~~Each holder of outstanding shares of Class B common ~~has~~stock is entitled to cast the number of votes equal to one tenth of the whole shares of Class B common stock held by such holder. Each holder of outstanding shares of Class C common stock is entitled to cast the number of votes equal to three ~~significant~~times ~~customers~~the whole shares of Class C common stock held by such holder. Each series of preferred stock, ~~Endeavor~~if ~~Content~~any, ~~LLC~~are ~~(“Endeavor)~~designated and issued, ~~Netflix~~will have such number of shares, ~~and~~designations, ~~NBC~~preferences, ~~Universal/SyFy~~voting powers, ~~that~~qualifications ~~pose~~and aspecial ~~concentration~~or relative rights or privileges as shall be determined by ~~risk~~the Company’s Board of Directors, which may include, among others, dividends, voting rights, and liquidation preferences.

Revenues from Endeavor, a leading television production studio and a co-studio for IDWE’s Surfside Girls series on AppleTV+, represented 14.9% and 0% of condensed consolidated revenue for the three months ended July 31, 2022 and 2021, respectively, and 4.5% and 0% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. The receivable balances from Endeavor represented 15.2% and 0% of the total condensed consolidated receivables at July 31, 2022 and October 31, 2021, respectively.11

~~Revenues from~~Warrants ~~Netflix, a leading streaming video subscription service, represented 16.4% and 0.0% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively.~~

~~Revenues~~Detailed below are outstanding warrants issued ~~from~~to ~~NBC~~the ~~Universal/SyFy,~~Company’s aChairman ~~major~~associated ~~television~~with ~~network~~the two loans made by the Chairman to the Company, ~~represented~~which 0%have ~~and~~subsequently 11been repaid.7% The exercise price and expiration of ~~the~~these ~~total~~warrants ~~condensed~~were ~~consolidated~~amended ~~revenues~~on ~~for~~March ~~the~~29, ~~nine~~2022. The warrants to purchase 98,336 shares had an original ~~months~~exercise ~~ended~~price ~~July~~of 31$26.44 per share and were set to expire on March 30, 2022. ~~and~~The ~~2021~~warrants to purchase 89,243 ~~respectively~~shares had an original exercise price of $42.02 per share. No additional compensation cost was incurred from the modification.

Discontinued Operations

Number of Shares	Type of Share	Exercise Price		Expiration
98,336	Class B common stock	$	1.94		August 21, 2023
89,243	Class B common stock	$	1.94		August 21, 2023

~~CTM met~~Note ~~the~~4—Stock ~~criteria~~Based for discontinued operations and has been presented as such in the condensed consolidated financial statements. In accordance with ASU 2014-08, “Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity,” a disposal is categorized as a discontinued operation if the disposal group is a component of an entity or group of components that meets the held for sale criteria, is disposed of by sale, or is disposed of other than by sale, and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results.Compensation

112019 Stock Option and Incentive Plan

On March 14, 2019, the Company’s Board of Directors adopted the 2019 IDW Stock Option and Incentive Plan (“2019 Incentive Plan”) to provide incentives to executive ~~MEDIA~~officers, ~~HOLDINGS~~employees, ~~INC~~directors, and consultants of the Company and/or its subsidiaries. The Plan, including amendments approved through April 5, 2022, provides for the issuance of up to 2,550,000 shares of Class B Common stock. Options are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those options generally vest based on 3 years of continuous service and have 10-year contractual terms. As of January 31, 2023, 239,512 shares remained available to be awarded under the 2019 Incentive Plan.

~~NOTES~~The following table summarizes stock option activity TOduring ~~CONDENSED~~the ~~CONSOLIDATED~~three ~~FINANCIAL~~months ~~STATEMENTS~~ended January 31, 2023.

(Unaudited)

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at October 31, 2022		996,357	$	3.13		8.88	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Cancelled / Forfeited		-		-		-		-
Outstanding at January 31, 2023		996,357	$	3.13		7.89	$	-
Exercisable at January 31, 2023		339,796	$	4.48		5.94	$	-

~~During the~~At ~~period~~January ~~in which the discontinued operation was classified as held for sale~~31, the net loss was reclassified as a separate line item in the Condensed Consolidated Statement of Operations. Assets and liabilities are also separately reclassified in the balance sheet for all periods presented2023, ~~prior~~unamortized tostock ~~the sale. CTM’s assets, liabilities, and cash flows are no longer reflected on the condensed consolidated~~compensation ~~financial statements~~ for ~~the~~stock ~~periods~~options ~~following~~was ~~the CTM Sale Date. Cash flows from a discontinued operation and the continuing business are presented together without separate identification within cash flows from operating~~$806, ~~investing~~000, ~~and~~with ~~financing~~is ~~activities.~~expected ~~CTM’s depreciation,~~to ~~amortization,~~be ~~capital~~recognized ~~expenditures~~over ~~and significant noncash operating and investing activities for~~ the ~~discontinued~~next ~~operation are~~3 ~~presented separately~~years.

~~Revision of previously issued consolidated financial statements (in thousands)~~12

~~During the~~Restricted quarter ended April 30, 2022, the Company identified errors that caused an understatement of previously reported current liabilities and accumulated deficit. Specifically, the error related to the lack of accrual for certain actor residuals related to Wynonna Earp incurred in 2016 and 2017. The correction of these errors increased accrued expenses and accumulated deficit each by $589,000 as of October 31, 2021. This error had no impact on net income or net cash provided by operating activities for the year ended October 31, 2021. Stock

~~In accordance~~The ~~with~~fair ~~Staff~~value ~~Accounting~~of ~~Bulletin~~restricted ~~(“SAB”)~~shares ~~No.~~of ~~99, Materiality, and SAB No. 108, Considering~~ the ~~Effects~~Company’s Class ofB ~~Prior Year~~common ~~Misstatements~~stock ~~when~~is ~~Quantifying~~determined ~~Misstatements~~based inon ~~Current~~the ~~Year~~closing ~~Financial~~price ~~Statements,~~of the Company’s ~~evaluated~~Class ~~the~~B ~~errors~~common ~~and~~stock ~~determined that~~on the ~~impact~~grant ~~was~~date. ~~not~~Share ~~material~~awards generally tovest ~~any~~on ofa ~~our~~graded ~~previously~~basis ~~issued~~over ~~financial~~three ~~statements~~years of service.

~~The following~~A ~~table presents a~~ summary of the ~~impact~~status byof ~~financial~~the ~~statement~~Company’s ~~line~~grants ~~item~~of restricted shares of ~~the~~Class ~~corrections~~B ascommon ofstock ~~October~~is ~~31,~~presented ~~2021~~below:

	As of October 31, 2021
	Number of Non-vested Shares			Weighted Average Grant Date Fair Value
(in thousands)	As Previously Reported			Adjustment			As Revised
Outstanding at October 31, 2022		1,154,136		$	1.93
Consolidated Balance Sheet
Granted		48,283			1.17
Accrued expenses	$	3,197		$	589		$	3,786
Vested		(25,116	)		1.48
Total current liabilities	$	8,741		$	589		$	9,330
Cancelled / Forfeited		-			-
Total liabilities	$	8,761		$	589		$	9,350
Non-vested shares at January 31, 2023		1,177,303		$	1.91
Accumulated deficit	$	(80,114	)	$	(589	)	$	(80,703	)
Total stockholders’ equity	$	22,637		$	(589	)	$	22,048

~~Recently~~On November 16, 2022, 26,500 restricted shares ~~Issued~~of ~~Accounting~~the ~~Pronouncements~~Company’s ~~Adopted~~Class B common stock were issued to non-employee consultants who perform services for the Company with a vesting period of 3 years.

~~In March~~On ~~2019~~January 5, ~~the~~2023, ~~FASB issued Accounting Standard Update (“ASU”) No. 2019-02~~21,783 ~~Improvements~~restricted toshares ~~Accounting for Costs~~ of ~~Films~~ ~~and License Agreements for Program Materials. ASU 2019-02 aligns~~ the ~~accounting~~Company’s ~~for~~Class ~~production~~B ~~costs~~common ofstock ~~episodic~~were ~~television~~issued ~~series with the accounting for production costs of films. It also requires an entity~~ to ~~test~~members ~~a film or license agreement within the scope~~ of ~~Subtopic 920-350 for impairment at~~ the ~~film group level, when the film or license agreement is predominantly monetized with other films and/or license agreements. The~~ Company’s ~~adopted~~Board ~~this~~of ~~ASU~~Directors on November 1, 2020 and applied its provisions prospectively. In connection with this adoption the Company has evaluated this guidance and determined that were impairments (see Note 11) from substantively abandoned television costs which ~~materially~~vested ~~impacted~~immediately ~~the consolidated financial statements for the year ended October 31, 2021. These costs were recorded~~upon ~~in direct cost of revenues~~grant.

~~In December~~At ~~2019~~January 31, ~~the~~2023, ~~FASB~~there ~~issued~~was ~~ASC Update No. 2019-12~~$1,806,000 ~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The purpose~~ of ~~Update No. 2019-12 is to continue the FASB’s Simplification Initiative to reduce complexity in accounting standards.~~total ~~The~~unrecognized ~~amendments~~compensation incost ~~Update No. 2019-12 simplify the accounting for income taxes by removing certain exceptions~~ related to ~~the~~non-vested ~~incremental approach~~restricted ~~for~~shares ~~intra~~stock-~~period~~based ~~tax~~compensation ~~allocation~~arrangements, ~~the~~which ~~requirement~~is toexpected ~~recognize or derecognize deferred tax liabilities related~~ to ~~equity method~~be ~~investments~~recognized ~~that~~over ~~are also foreign subsidiaries, and~~ the ~~methodology~~next ~~for calculating income taxes in an interim period~~4.25 ~~The Company adopted the ASU on November 1, 2021, and adoption did not materially affect our condensed consolidated financial statements~~years.

12Non-cash compensation for stock options and restricted stock issued to employees and non-employees included in selling, general and administrative expenses was $248,000 and $144,000 during the three months ended January 31, 2023 and 2022, respectively.

~~IDW MEDIA~~Note ~~HOLDINGS,~~5—Business ~~INC.~~Segment Information

~~NOTES TO~~The ~~CONDENSED~~Company ~~CONSOLIDATED~~has ~~FINANCIAL~~the ~~STATEMENTS~~following reportable business segments: IDWP, and IDWE.

~~(Unaudited)~~The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision maker. The Company evaluates the performance of its business segments based primarily on operating income. The accounting policies of the segments are the same as the accounting policies of the Company as a whole.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), which requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, IFRS guidance in IAS 20 or guidance on contributions for not-for-profit entities in ASC 958-605). For transactions within scope, the new standard requires the disclosure of information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction. The new guidance is effective for annual reporting periods beginning after December 15, 2021. Early application of the amendment is permitted. The Company adopted the ASU on May 1, 2022 and applied its provisions prospectively. In connection with this adoption the Company increased its disclosures with respect to government assistance beginning in the third quarter of fiscal year 2022 (See Note 15).13

~~Recently Issued~~Operating ~~Accounting~~results ~~Standard~~and ~~Not~~assets ~~Yet~~for ~~Adopted~~the business segments of the Company are as follows:

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new guidance becomes effective for fiscal years beginning after December 15, 2022, though early adoption is permitted. The new provisions will be applied as a cumulative-effect adjustment to retained earnings. The Company will adopt the new standard on November 1, 2023. The Company is evaluating the impact that the new standard will have on our condensed consolidated financial statements.

(in thousands)	IDWP			IDWE^(a)			IDWMH			Total
							(unallocated overhead)
Three months ended January 31, 2023
Revenues	$	6,577		$	16		$	-		$	6,593
(Loss) income from operations		(335	)		(445	)		(1,210	)		(1,990	)
Net (loss) income		(307	)		(481	)		(1,210	)		(1,998	)
Three months ended January 31, 2022
Revenues	$	7,531		$	4,318		$	-		$	11,849
Income (loss) from operations		512			1,970			(498	)		1,984
Net income (loss)		512			1,985			(508	)		1,989

~~In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other~~ (~~Topic 350~~a): ~~Simplifying~~IDWE ~~the~~includes ~~Test~~Thought ~~for~~Bubble ~~Goodwill Impairment,~~LLC which simplifies the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and ~~recognize~~Word anBalloon ~~impairment~~LLC ~~charge for the amount by~~ which ~~the~~consist ~~carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount~~ of ~~the~~only ~~reporting~~television ~~unit when measuring the goodwill impairment loss, if applicable~~costs. The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2022, though early adoption is permitted. The Company will adopt this guideline prospectively for the fiscal year beginning November 1, 2023. The Company does not believe that the adoption of this new accounting guidance will have a material impact on its condensed consolidated financial statements.

~~Note 2—Loss~~Total ~~Per Share~~Assets

~~Basic (loss)~~At ~~earnings~~January per share is computed by dividing net (loss) income attributable to all classes of common stockholders by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted (loss) earnings per share is computed in the same manner as basic (loss) earnings per share except that the number of shares is increased to include additional shares that would have been outstanding had the potentially dilutive shares been issued and reduced by the number of shares the Company could have repurchased with the proceeds from issuance of potentially dilutive shares using the treasury stock method31, ~~unless~~2023 ~~the~~total ~~effect~~assets ~~of such~~were ~~increase would be anti-dilutive. The Company excluded 1~~$14,~~163~~019,~~803 and 55,999, shares of unvested restricted Class B common stock,~~000 ~~options~~at ~~to purchase 970~~IDWP,~~959~~ ~~and 317~~$3,~~737 shares of Class B common stock~~164,000 ~~and~~at ~~warrants to purchase 187~~IDWE,~~579~~ and ~~187~~$8,~~579 shares of Class B common stock from the calculation of diluted loss per share for the three and nine months ended July 31~~714,000 ~~2022~~at ~~and 2021, respectively, as the effect would have been anti-dilutive~~IDWMH. ~~Therefore, basic and diluted (loss) earnings per share are the same for the three and nine months ended July 31, 2022 and 2021.~~

At October 31, 2022 total assets were $13,650,000 at IDWP, $3,663,000 at IDWE, and $10,628,000 at IDWMH.

~~IDW MEDIA~~Note ~~HOLDINGS~~6—Trade Accounts Receivable, ~~INC.~~net and Deferred Revenue

~~NOTES TO~~Trade ~~CONDENSED~~accounts ~~CONSOLIDATED~~receivable ~~FINANCIAL~~consists ~~STATEMENTS~~of the following:

(Unaudited)

(in thousands)	January 31, 2023			October 31, 2022
Trade accounts receivable	$	5,750		$	6,558
Less allowance for sales returns		(89	)		(110	)
Trade accounts receivable, net	$	5,661		$	6,448

~~Note 3—Equity~~Changes in deferred revenue consist of the following:

On July 14, 2021, the number of authorized shares of the Company’s Class B common stock was increased from 12,000,000 to 20,000,000.

(in thousands)	Three months ended January 31, 2023
Beginning Balance at October 31, 2022	$	-
Performance obligations satisfied during the period that were included in the deferred revenue balance at the beginning of the year		-
Increases due to invoicing prior to satisfaction of performance obligations		42
Ending Balance at January 31, 2023	$	42

~~Voting~~Contract liabilities are recorded as deferred revenue when ~~Privileges~~customer ~~and~~payments ~~Protective~~are ~~Features~~received in advance of the Company meeting all the revenue recognition criteria under ASC 606. Generally, the remaining performance obligations will be satisfied within twelve months after prepayment. During the three months ended January 31, 2023, significant changes in the deferred revenue balances were the result of net cash received related to executive producing fees for an IDWE project in production.

Each holder of outstanding shares of Class B common stock is entitled to cast the number of votes equal to one tenth of the whole shares of Class B common stock held by such holder. Each holder of outstanding shares of Class C common stock is entitled to cast the number of votes equal to three times the whole shares of Class C common stock held by such holder. Each series of preferred stock, if any are designated and issued, will have such number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by our Board of Directors, which may include, among others, dividends, voting rights, and liquidation preferences.14

~~Restricted Stock~~Note 7— Inventory

~~The fair~~Inventory ~~value~~consists of ~~restricted shares of~~ the Company’s Class B common stock is determined based on the closing price of the Company’s Class B common stock on the grant date. Share awards generally vest on a graded basis over three years of service.following:

A summary of the status of the Company’s grants of restricted shares of Class B common stock is presented below:

(in thousands)	January 31, 2023		October 31, 2022
Work in progress	$	518	$	454
Finished goods		3,700		3,831
Total	$	4,218	$	4,285

	Number of Non-vested Shares			Weighted Average Grant Date Fair Value
Outstanding at October 31, 2021		85,999		$	4.68
Granted		1,116,568			1.81
Vested		(37,264	)		4.25
Cancelled / Forfeited		(1,500	)		4.88
Non-vested restricted shares at July 31, 2022		1,163,803		$	1.94

Note 8—Prepaid Expenses and Other Current Assets

~~On April~~Prepaid 5,expenses ~~2022,~~and ~~1,104,972~~other ~~restricted~~current ~~shares~~assets consist of the ~~Company’s Class B common stock were issued to our Chairman and have a vesting period of 5 years.~~following:

On July 31, 2022, there was $2,050,000 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over the next 4.75 years.

(in thousands)	January 31, 2023		October 31, 2022
Royalties and deposits	$	1,618	$	1,242
Insurance		489		672
Games printing		-		104
Employer retention credit receivable (see Note 14)		-		436
Tradeshows		68		-
Other prepaids		220		260
Total	$	2,395	$	2,714

~~On December~~Note ~~31,~~9—Property ~~2020,~~and 6Equipment,~~710~~ shares of Class B common stock were issued to our Chairman, for payment of interest on the loan agreement related to the related party loan that was paid off as of as part of the sale of CTM on February 15, 2021 (see note 14).net

~~Warrants~~ Property and equipment consist of the following:

Detailed below are outstanding warrants issued to our Chairman associated with the two loans made by the Chairman to the Company, which have subsequently been repaid. The exercise price and expiration of these warrants were amended on March 29, 2022. The 98,336 shares had an original exercise price of $26.44 and were set to expire on March 30, 2022. The 89,243 shares had an original exercise price of $42.02. No additional compensation cost was incurred from the modification.

(in thousands)	January 31, 2023			October 31, 2022
Equipment	$	407		$	521
Furniture and Fixtures		304			310
Leasehold improvements		198			169
Computer software		-			24
Total		909			1,024
Less accumulated depreciation		(222	)		(299	)
Property and equipment, net	$	687		$	725

Number of Shares	Type of Share	Exercise Price		Expiration
98,336	Class B common stock	$	1.94	August 21, 2023
89,243	Class B common stock	$	1.94	August 21, 2023

Depreciation expense totaled $44,000 and $40,000 for the three months ended January 31, 2023 and 2022, respectively. During the three months ended January 31, 2023, the Company disposed of computers, computer software, furniture, and other equipment taken out of service, resulting in the removal of $157,000 from gross property and equipment and $121,000 from accumulated depreciation and a loss on the disposal of $36,000 recorded in other expenses in the condensed consolidated statement of operations.

1415

~~IDW MEDIA~~Note ~~HOLDINGS~~10—Intangible Assets, ~~INC.~~net

~~NOTES TO~~Intangible ~~CONDENSED~~assets ~~CONSOLIDATED~~consist ~~FINANCIAL~~of ~~STATEMENTS~~the following:

(Unaudited)

(in thousands)	Amortization Period	January 31, 2023			October 31, 2022
Licensing contracts	7 years	$	893		$	893
Software	3-5 years		966			769
Total amortized intangible assets			1,859			1,662
Database development costs			68			235
Total in-process intangible assets			68			235
Less accumulated amortization			(1,196	)		(1,038	)
Intangible assets, net		$	731		$	859

~~Note~~Amortization expense totaled $158,000 and $43,000 for the three months ~~4—Stock~~ended ~~Based~~January ~~Compensation~~31, 2023 and 2022, respectively.

~~2019 Incentive~~Note ~~Plan~~11—Television costs, net and Amortization

~~On March~~Television ~~14,~~costs ~~2019,~~consist ~~the Company’s Board~~ of ~~Directors adopted~~ the 2019 IDW Stock Option and Incentive Plan (“2019 Incentive Plan”) to provide incentives to executive officers, employees, directors, and consultants of the Company and/or its subsidiaries and reserved 300,000 shares of Class B common stock for the grant of awards under the 2019 Incentive Plan, subject to adjustment. Incentives available under the 2019 Incentive Plan may include stock options, stock appreciation rights, limited stock appreciation rights, restricted stock, and deferred stock units. On July 13, 2020, the Board of Directors of the Company increased the number of shares of Class B common stock reserved for the grant of awards under the 2019 Incentive Plan to 450,000, subject to adjustment. On March 11, 2021, the Board of Directors of the Company increased the number of shares of Class B common stock reserved for the grant of awards under the 2019 Incentive Plan to 700,000, subject to adjustment. On November 8, 2021, the Board of Directors of the Company increased the number of shares of Class B common stock reserved for the grant of awards under the 2019 Incentive Plan to 1,350,000. The increase was approved on April 5, 2022 at the Company’s 2022 Annual Meeting of Stockholders. On January 13, 2022, the Board of Directors of the Company increased the number of shares of Class B common stock reserved for the grant of awards under the 2019 Incentive Plan to 2,550,000. The increase was approved on April 5, 2022 at the Company’s 2022 Annual Meeting of Stockholders. Options are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those options generally vest based on 3 years of continuous service and have 10-year contractual terms. As of July 31, 2022, 313,193 shares remained available to be awarded under the 2019 Incentive Plan.following:

The following table summarizes stock option activity during the nine months ended July 31, 2022.

(in thousands)	January 31, 2023		October 31, 2022
In production	$	-	$	-
In development		1,536		1,486
Total	$	1,536	$	1,486

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
	Three Months Ended January 31
Outstanding at October 31, 2021		302,737		$	5.69		8.06	$	-
(in thousands)	2023			2022
Granted		698,222			2.39		9.37		-
Television cost amortization	$	(166	)	$	999
Exercised		-			-		-		-
Total	$	(166	)	$	999
Cancelled / Forfeited		(30,000	)		5.98		-		-
Outstanding at July 31, 2022		970,959		$	3.30		9.00	$	-
Exercisable at July 31, 2022		255,434		$	5.14		8.36	$	-

~~At July~~During ~~31,~~the ~~2022,~~three ~~unamortized~~months ~~stock~~ended ~~compensation~~January ~~for~~31, ~~stock~~2023, ~~options~~the ~~was~~Company recouped $~~955~~166,000, ~~which~~of costs previously expensed. Amortization expense for television costs is expected to be ~~recognized~~approximately $0 over the ~~next~~remaining nine 3months of fiscal 2023.75 ~~years~~As a result of management’s period assessment of in development projects, no write-offs were recorded during the three months ended January 31, 2023 or 2022.

~~Non-cash compensation~~Note ~~for~~12—Accrued stock options issued to employees and restricted stock issued to employees and non-employees (see note 3) included in selling, general and administrative expenses for continuing operations was $237,000 and $87,000 during the three months ended July 31, 2022 and 2021, respectively and $546,000 and $246,000 during the nine months ended July 31, 2022 and 2021, respectively.Expenses

~~Note 5—Business~~Accrued ~~Segment~~expenses ~~Information~~consist of the following:

The Company has the following reportable business segments: IDWP, IDWE and CTM (discontinued operations).

(in thousands)	January 31, 2023		October 31, 2022
Royalties	$	418	$	813
Residuals		101		65
Payroll, bonus, accrued vacation and payroll taxes		1,543		1,623
Executive producing fees		325		325
Printing		-		173
Other		323		354
Total	$	2,710	$	3,353

The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision maker. The Company evaluates the performance of its business segments based primarily on operating income. The accounting policies of the segments are the same as the accounting policies of the Company as a whole.16

15Note 13—Commitments and Contingencies

~~IDW MEDIA~~Lease ~~HOLDINGS, INC.~~Commitments

~~NOTES~~The Company has various lease agreements with TOremaining ~~CONDENSED~~terms ~~CONSOLIDATED~~up ~~FINANCIAL~~to ~~STATEMENTS~~4.5 years, including leases of office space and equipment. Some leases include options to purchase, terminate or extend for one or more years. These extension options are included in the lease term when it is reasonably certain that the option will be exercised.

~~(Unaudited)~~The assets and liabilities from operating leases are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet.

~~Total~~The Company’s operating leases do not provide ~~Assets~~an ~~(in~~implicit ~~thousands)~~rate that can readily be determined. Therefore, the Company estimated its incremental borrowing rate to discount the lease payments based on information available at either the implementation date of Topic 842 or at lease commencement for leases entered thereafter.

~~At July~~The ~~31,~~Company’s ~~2022~~weighted-average ~~total~~remaining lease ~~assets~~term ~~are~~relating ~~IDWP~~to ~~$13,900,~~its ~~IDWE~~operating $leases is 3.82 years,~~400,~~ ~~and~~with ~~IDWMH~~a $9weighted-average discount rate of 5.73% as of January 31,~~886~~ 2023.

~~Operating~~The Company recognized lease expense for its operating ~~results~~leases of $86,000 and $125,000 for the ~~business~~three ~~segments~~months ofended January 31, 2023 and 2022, respectively. The cash paid under operating leases was $84,000 and $157,000 for the ~~Company~~three ~~are~~months asended ~~follows:~~January 31, 2023 and 2022, respectively.

(in thousands)	IDWP			IDWE(a)			CTM		IDWMH(b)			Total
							(discontinued operations)		(unallocated overhead)
Three months ended July 31, 2022
Revenues	$	6,553		$	1,159		$	-	$	-		$	7,712
(Loss) income from operations		(584	)		48			-		(232	)		(768	)
Net (loss) income		(595	)		48			-		(290	)		(837	)
Three months ended July 31, 2021
Revenues	$	6,779		$	-		$	-	$	-		$	6,779
Income (loss) from operations		74			(1,842	)		-		(314	)		(2,082	)
Net income (loss)		74			(1,890	)		-		875			(941	)

At January 31, 2023, the Company had a right-of-use-asset related to operating leases of $2,028,000 and accumulated amortization related to operating leases of $940,000, both of which are included as a component of right-of-use assets. At October 31, 2022, the Company had a right-of-use-asset related to operating leases of $2,028,000 and accumulated amortization related to operating leases of $871,000.

(in thousands)	IDWP			IDWE(a)			CTM			IDWMH(b)			Total
							(discontinued operations)			(unallocated overhead)
Nine months ended July 31, 2022
Revenues	$	20,136		$	5,479		$	-		$	-		$	25,615
(Loss) income from operations		(339	)		343			-			(1,032	)		(1,028	)
Net (loss) income		(350	)		349			-			(1,100	)		(1,101	)
Nine months ended July 31, 2021
Revenues	$	18,416		$	6,916		$	-		$	-		$	25,332
Loss from operations		(808	)		(5,178	)		-			(782	)		(6,768	)
Loss from discontinued operations, net		-			-			(1,280	)		-			(1,280	)
Net (loss) income		(808	)		(5,063	)		(1,280	)		2,495			(4,656	)

As of January 31, 2023, future minimum lease payments required under operating leases are as follows:

(a) IDWE includes Thought Bubble LLC and Word Balloon LLC which consist of only television costs.

Maturity of Lease Liability (in thousands)	Total
Fiscal years ending October 31:
Rest of 2023	$	255
2024		342
2025		320
2026		191
Thereafter		146
Total minimum lease payments		1,254
Less: imputed interest		(133	)
Present value of future minimum lease payments	$	1,121

~~(b)~~Gain ~~The parent company, IDW Media Holdings, reported net income in the three and nine months ended July 31, 2021 as a result of PPP loan forgiveness and the sale of CTM.~~Contingencies

~~Note~~On February 15, 2021, the Company consummated ~~6—Trade~~the ~~Accounts~~sale ~~Receivable~~of ~~and~~CTM ~~Deferred~~Media ~~Revenue~~Group (“CTM”) to an assignee of Howard S. Jonas, the Company’s Chairman. CTM was previously reported as a discontinued operation in the Company’s condensed consolidated financial statements. Per the sale agreement, the only remaining clause states that the Company is entitled to a contingent payment if CTM is sold within 36 months of the sale for more than $4.5 million.

~~Trade accounts receivable consists of the following:~~17

(in thousands)	July 31, 2022			October 31, 2021
Trade accounts receivable	$	7,220		$	5,558
Less allowance for sales returns		(134	)		(127	)
Trade accounts receivable, net	$	7,086		$	5,431

Note 14—Employee Retention Credit

16The Coronavirus Aid, Relief and Economic Securities Act (“CARES Act”) provides for an employee retention credit (“ERC”) that is a refundable tax credit against certain employer taxes. On December 27, 2020, the Taxpayer Certainty and Disaster Tax Relief Act of 2020, expanded certain benefits made available under the CARES Act, including modifying and extending the ERC. As modified, the ERC provides eligible employers with less than 500 employees a refundable tax credit against the employer’s share of social security taxes. The ERC is equal to 70% of qualified wages paid to employees during calendar 2021 for a maximum credit per employee of $7,000 per employee for each calendar quarter through December 31, 2021.

~~IDW~~The Company qualifies for the tax credit under ~~MEDIA~~the ~~HOLDINGS~~CARES Act. During the fiscal year ended October 31, ~~INC~~2022, the Company recognized an ERC for qualified wages paid between January 1, 2021 and March 31, 2021 of $564,000 as an offset to payroll tax expenses within selling, general and administrative expenses in the Company’s consolidated statements of operations. The Company received $128,000 of the refund in cash in the third quarter of fiscal 2022 and $436,000 in cash in the first quarter of fiscal 2023. As of January 31, 2023, the Company has a $0 receivable balance for unsettled ERCs.

~~NOTES~~We accounted for the employee retention credit by TOanalogy ~~CONDENSED~~to ~~CONSOLIDATED~~International ~~FINANCIAL~~Accounting ~~STATEMENTS~~Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance, of International Financial Reporting Standards (IFRS). Under an IAS 20 analogy, a business entity would recognize the credit on a systematic basis over the periods in which the entity recognizes the payroll expenses for which the grant/ tax credit is intended to compensate when there is reasonable assurance, and it is probable that the entity will comply with any conditions attached to the grant and the grant/tax credit will be received.

~~(Unaudited)~~Note 15—Subsequent events

~~Changes~~The Company has evaluated subsequent events through inMarch ~~deferred~~15, ~~revenue~~2023, ~~consist~~the ofdate on which the ~~following~~condensed consolidated financial statements were available to be issued. There were no material subsequent events that require recognition or additional disclosures in these condensed consolidated financial statements, except as follows:

(in thousands)	Nine months ended July 31, 2022
Beginning Balance	$	2,045
Deferral of revenue		108
Recognition of deferred revenue		(2,153	)
Ending Balance	$	-

On February 10, 2023, options to purchase 486,166 shares of Class B common stock were forfeited in connection with the termination of the employment of the Company’s Vice Chairman. The change will result in the reversal of $36,000 stock compensation recorded in selling, general, and administrative expenses in our condensed consolidated statement of operations during the second quarter of fiscal 2023. Additionally, $615,000 of unamortized stock compensation reported in Note 4 will not be recognized in future periods. The employee held 162,056 of vested stock options at the date of termination which will expire eighteen months following the termination date.

~~Note 7—Inventory~~ 18

~~Inventory consists~~Item 2. Management’s Discussion and Analysis of ~~the~~Financial ~~following:~~Condition and Results of Operations

(in thousands)	July 31, 2022		October 31, 2021
Work in progress	$	466	$	495
Finished goods		3,098		2,595
Total	$	3,564	$	3,090

The following information should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the associated notes thereto of this Quarterly Report, and the audited consolidated financial statements and the related notes thereto and our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on January 19, 2023 (the “2022 Form 10-K”).

~~Note~~As used below, unless the context otherwise requires, the terms “the ~~8—Prepaid~~Company,” ~~Expenses~~“we,” “us,” and ~~other~~“our” ~~current~~refer ~~assets~~to IDW Media Holdings, Inc., a Delaware corporation, and our subsidiaries.

~~Prepaid expenses~~Forward-Looking ~~and other current assets consist of the following:~~Statements

(in thousands)	July 31, 2022		October 31, 2021
Royalties and deposits	$	1,487	$	1,215
Tradeshows		71		1
Insurance		123		225
Employee retention credit receivable		436		-
Other prepaids		476		829
Total	$	2,593	$	2,270

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends,” and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those differences include, but are not limited to, those discussed in the 2022 Form 10-K. The forward-looking statements are made as of the date of this report and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth in this report and the other information set forth from time to time in our reports filed with the SEC pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934.

~~Note 9—Property and Equipment~~OVERVIEW

~~Property and~~We ~~equipment~~were ~~consist~~incorporated ofin the ~~following:~~State of Delaware in May 2009.

(in thousands)	July 31, 2022			October 31, 2021
Equipment	$	568		$	557
Furniture and Fixtures		301			106
Leasehold improvements		927			827
Computer software		24			24
Total		1,820			1,514
Less accumulated depreciation		(1,139	)		(1,167	)
Property and equipment, net	$	681		$	347

In 2009, IDT Corporation, our former parent corporation, completed a tax-free spinoff of the Company through a pro rata distribution of our common stock to IDT’s stockholders.

~~Depreciation expense~~Our ~~totaled~~principal ~~$39,000~~businesses ~~and $51,000 for the three months ended July 31, 2022 and 2021, respectively and $145,000 and $149,000 for the nine months ended July 31, 2022 and 2021, respectively.~~include:

17● IDW Publishing (“IDWP”) creates comic books, graphic novels and digital content through its imprints IDW, Top Shelf Productions and Artist’s Editions; and

● IDW ~~MEDIA~~ ~~HOLDINGS~~Entertainment (“IDWE”) is a production company and studio that develops, ~~INC~~produces and distributes content based on IDWP’s original, copyrighted intellectual property (“IP”), published in the form of comic books, graphic novels and any other forms of print publication, for a variety of formats including film and television.

~~NOTES~~IDWP is an award-winning publisher of comic books, TOoriginal ~~CONDENSED~~graphic ~~CONSOLIDATED~~novels, ~~FINANCIAL~~and ~~STATEMENTS~~art books. Founded in 1999, IDWP has a long tradition of supporting original, powerful creator-driven titles. In 2002, IDWP published 30 Days of Night by Steve Niles and Ben Templesmith followed by other horror titles that helped kickstart a resurgence in horror-comic publishing across the industry. Since then, IDWP has significantly diversified its publications. Joe Hill and Gabriel Rodríguez’s Locke & Key, Scott Snyder’s Dark Spaces line, Stephen Graham Jones’s Earthdivers, Beau Smith’s Wynonna Earp, Alan Robert’s The Beauty of Horror adult coloring books, and Darwyn Cooke’s graphic novel adaptations of Richard Stark’s Parker novels are just a few of the hundreds of award-winning titles published since IDWP’s inception.

~~(Unaudited)~~IDWE leverages IDWP original IP into television series, features, and other forms of media by developing and producing original content. IDWE maintains a development slate of properties based on IDWP properties for the adult series/features marketplace and the kids, family, and animation spaces.

~~Note 10—Intangible~~COVID-19: ~~Assets~~Overview and Long Lasting Impacts

Intangible assets consist of the following:

	●	IDWP: Issues primarily related to the COVID-19 pandemic continue to impact international printing and shipping. Costs began to level off as of the end of fiscal 2022 and the strain on the logistics network is easing, but prices are still considerably higher than the pre-pandemic levels due changing macro-economic conditions such as inflation.

	●	IDWE: Despite less impact from COVID-19 in recent periods, IDWE continues its program to develop, package and pitch from its library, adapting to a new marketplace that exists as a hybrid in office/remote model.

(in thousands)	Amortization Period		July 31, 2022			October 31, 2021
Licensing contracts		7 years	$	893		$	893
Software		5 years		704			-
Total amortized intangible assets				1,597			893
Software development costs				270			672
Total in-process intangible assets				270			672
Less accumulated depreciation				(998	)		(886	)
Intangible assets, net			$	869		$	679

We qualified for certain tax credits under the Coronavirus Aid, Relief and Economic Securities Act (“CARES Act”). During fiscal 2022, we recognized an employee retention credit (“ERC”) for qualified wages paid between January 1, 2021 and March 31, 2021 of $564,000 as an offset to payroll tax expenses within selling, general and administrative expenses in our consolidated statements of operations. To date we have received a total of $564,000.

Amortization expense totaled $35,000 and $11,000 for the three months ended July 31, 2022 and 2021, respectively and $113,000 and $33,000 for the nine months ended July 31, 2022 and 2021, respectively.19

~~Note 11—Television~~Business ~~costs~~Description ~~amortization~~

~~Television costs~~IDW ~~consist~~Publishing ~~of the following:~~

(in thousands)	July 31, 2022		October 31, 2021
In-development	$	1,451	$	1,487
Total	$	1,451	$	1,487

There are two primary sources of the content that IDWP develops, publishes, and exploits across a range of distribution channels:

	Three Months Ended					Nine Months Ended
(in thousands)	July 31, 2022			July 31, 2021		July 31, 2022		July 31, 2021
Television cost amortization	$	(282	)	$	-	$	717	$	5,341
Television cost impairments		87			-		242		2,065
Total	$	(195	)	$	-	$	959	$	7,406

●

Original, creator-owned material that marks its debut to the consuming public via IDWP’s published products, inclusive of IDW Originals and Top Shelf (“Creator Content”); and

~~Note 12—Accrued~~● ~~Expenses~~Third-Party content that has already been successfully exploited in other media with partners such as Paramount (Teenage Mutant Ninja Turtles, Star Trek), Hasbro (My Little Pony, Dungeons & Dragons), Sega (Sonic) and with companies including DC Comics and Marvel on our Artist’s Editions (“Licensed Content”).

~~Accrued~~IDWP’s largest ~~expenses~~product ~~consist~~group ofis the ~~following~~publication of comic book and trade paperback products. Its comics and graphic novels are primarily distributed through three channels: (i) to comic book specialty stores (the “direct market”); (ii) to traditional retail outlets, including bookstores and mass market stores, on a returnable basis (the “book market”); and (iii) to E-book distributors (“digital publishers”). IDWP’s publications are widely available digitally through popular distributors such as Comixology, Amazon, Apple iBooks, Google Play, Hoopla, Overdrive, and via IDWP’s own webstore at idwpublishing.com. Through the direct market and book market, IDWP, including its imprints sold over 3.9 million units in fiscal 2022 and is regularly recognized as one of the nation’s largest publishers in the comics & graphic novels category.

(in thousands)	July 31, 2022		October 31, 2021
Royalties	$	1,022	$	1,410
Residuals		121		589
Payroll, bonus, accrued vacation and payroll taxes		1,069		1,304
Other		858		483
Total	$	3,070	$	3,786

IDWP’s focus is to expand and market its library of titles, from both creator-owned titles in our IDW and Top Shelf brands; and also, in partnership with our top-of-class licensors under our IDW brand. IDWP works synergistically with IDWE to develop new titles and to support existing titles.

18IDWP is an award-winning publisher of comic books, original graphic novels, and art books. Founded in 1999, IDWP has a long tradition of supporting original, powerful creator-driven titles. In 2002, IDWP published 30 Days of Night by Steve Niles and Ben Templesmith followed by other horror titles that helped kickstart a resurgence in horror-comic publishing across the industry. Since then, IDWP has significantly diversified its publications. Joe Hill and Gabriel Rodríguez’s Locke & Key, Jonathan Maberry’s V Wars, Beau Smith’s Wynonna Earp, Alan Robert’s The Beauty of Horror adult coloring books, and Darwyn Cooke’s graphic novel adaptations of Richard Stark’s Parker novels are just a few of the hundreds of award-winning titles published since its inception.

~~IDW~~IDWP owns Top Shelf Productions, ~~MEDIA~~an ~~HOLDINGS~~award-winning critically acclaimed publisher of graphic novels. Top Shelf Productions is renowned for publishing works of literary significance including the #1 New York Times and Washington Post bestselling trilogy, ~~INC~~March, by Congressman John Lewis, Andrew Aydin, and Nate Powell. March is the only graphic novel to have won the National Book Award and is one of the most taught graphic novels in schools. In July 2019, Top Shelf Productions released George Takei’s graphic memoir, They Called Us Enemy, which debuted at #2 on the New York Times Paperback Nonfiction Best Sellers list and as a #1 bestseller on Amazon. Both titles are now perennial bestsellers and considered two of the finest non-fiction graphic novels. Other iconic Top Shelf Productions titles include Kim Dwinell’s Surfside Girls, Jeff Lemire’s Essex County and The Underwater Welder, Hannah Templer’s Cosmoknights, and Alan Moore and Eddie Campbell’s From Hell.

~~NOTES~~In addition to its core TOof ~~CONDENSED~~creator-driven ~~CONSOLIDATED~~franchises, ~~FINANCIAL~~IDWP ~~STATEMENTS~~has also partnered with the owners of major licensed brands to publish many successful licensed titles, including Paramount Global’s Teenage Mutant Ninja Turtles and Star Trek; Hasbro’s Dungeons & Dragons, and My Little Pony; Sega’s Sonic The Hedgehog; and Toho’s Godzilla. These licensed titles bring with them diverse built-in audiences and build cache and retailer support for IDWP. With licensed franchises, IDWP’s strategy is to focus not only on licenses that have eager, built-in fan followings, but also ongoing licensor support through other channels, such as toys, animation, and film. This strategy enables IDWP to expand its audience reach and to pursue sub-license opportunities with foreign publishers. IDWP also collaborates with other comic book publishers to co-publish certain titles, including Batman vs. Teenage Mutant Ninja Turtles and Locke & Key/The Sandman Universe: Hell & Gone (with DC Comics), Rick & Morty vs. Dungeons & Dragons (with Oni Press, Inc.) and Godzilla vs. Power Rangers (with Boom Studios).

~~(Unaudited)~~20

~~Note~~IDW Originals, launched ~~13—Commitments~~in July 2022, is a line of original comics and graphic novels from a diverse lineup of writers and artists creating content across all genres and for all age groups. IDW Originals works with top-tier talent including New York Times bestselling writers like Scott Snyder on Dark Spaces: Wildfire, Stephen Graham Jones on Earthdivers, and G. Willow Wilson on The Hunger and the Dusk, in addition to up-and-coming talent with the goal of creating the bestsellers of tomorrow. IDW Originals is also focused on creating IP that can be exploited across multiple media platforms.

~~Lease~~IDWP is also home to ~~Commitments~~Artist’s Editions, which publishes oversized deluxe hardcovers featuring scans of original art printed at the same size they were drawn with the distinctive creative nuances that make original art unique. Some of the standout Artist’s Editions titles include Jim Lee’s X-Men, Mike Mignola’s Hellboy, Todd McFarlane’s Spider-Man, David Mazzucchelli’s Daredevil Born Again and Dave Stevens’ The Rocketeer.

~~The~~Many ~~Company~~of ~~has~~IDWP’s titles ~~various~~are ~~lease~~available ~~agreements~~worldwide ~~with~~through ~~remaining~~foreign ~~terms~~licensing upwith to642 ~~3.2~~titles ~~years,~~available ~~including~~in ~~leases~~approximately of62 ~~office~~territories ~~space~~in ~~and~~approximately ~~equipment~~24 languages. ~~Some~~In ~~leases~~2020, ~~include~~IDW ~~options~~launched toa ~~purchase,~~new ~~terminate~~initiative orto ~~extend~~release ~~for~~key ~~one~~titles oras ~~more~~Spanish-language ~~years.~~graphic ~~These~~novels ~~extension~~in ~~options~~the ~~are~~North ~~included~~American inmarket with the ~~lease~~release ~~term~~of ~~when~~Spanish-language iteditions isof They ~~reasonably~~Called ~~certain~~Us ~~that~~Enemy, Red ~~the~~Panda & Moon ~~option~~Bear, Locke & ~~will~~Key and Sonic bethe ~~exercised~~Hedgehog.

~~The assets~~Penguin ~~and~~Random ~~liabilities~~House ~~from~~(“PRH”) ~~operating~~serves as ~~leases~~the ~~are~~exclusive ~~recognized~~worldwide atdistributor ~~the~~for ~~commencement~~all ~~date~~IDWP ~~based~~products onother ~~the~~than ~~present~~periodical ~~value~~comic ofbooks ~~remaining~~for ~~lease payments over~~ the ~~lease~~book ~~term~~market ~~using~~channel ~~the~~and ~~Company’s~~since ~~secured~~June 2022, ~~incremental~~as ~~borrowing~~the ~~rates~~exclusive orworldwide ~~implicit~~multi-year ~~rates,~~sales ~~when~~and ~~readily~~distributor ~~determinable.~~for ~~Short-term leases,~~IDWP’s ~~which~~newly ~~have~~published anand ~~initial~~backlist ~~term~~comic ofbook 12periodicals, trade ~~months or less~~collections, ~~are~~and ~~not~~graphic ~~recorded~~novels onto the ~~balance~~direct ~~sheet~~market comic shops.

~~The Company’s~~Prior ~~operating~~to ~~leases~~June do2022, ~~not~~Diamond ~~provide~~Comic ~~an implicit rate that can readily be determined~~Distributors, Inc. ~~Therefore,~~(“Diamond”) ~~the~~served ~~Company~~as ~~estimated~~IDWP’s ~~its incremental~~distributor ~~borrowing rate~~ to ~~discount~~ the ~~lease~~direct ~~payments~~market, ~~based on information available at either the implementation date of Topic 842 or at lease commencement for leases entered into thereafter~~worldwide.

~~The Company’s~~In ~~weighted-average~~2014, ~~remaining~~IDWP ~~lease~~launched ~~term~~IDW ~~relating~~Games to ~~its~~develop ~~operating~~and publish ~~leases~~card, isboard, 3and tabletop games.02 ~~years~~Similar to IDWP’s book content, ~~with~~IDW Games offered a ~~weighted-average~~mix ~~discount~~of popular licensed titles such ~~rate~~as Dragon Ball Z and Batman the Animated Series, as well as creator developed strategic hobby games, such as Towers of 5Arkhanos and Tonari.~~69%~~ IDW Games’ products were sold to distributors worldwide and are available through retailers such as ofGameStop, ~~July~~Barnes 31& Noble, ~~2022~~and Amazon, independent games, and comics stores, as well as the direct-to-consumer channel through its website and marketing campaigns. In calendar 2021, the Company wound down IDW Games and, going forward, IDW Games is only backfilling final orders and reproducing select existing products.

~~The Company~~To ~~recognized~~further ~~lease~~expand ~~expense for its operating leases of $87,000~~ and ~~$125,000~~build ~~for~~creator-owned ~~the three months ended July 31, 2022, and 2021,~~properties ~~respectively,~~beyond ~~and $338~~publishing,~~000~~ ~~and~~IDWP ~~$375,000~~works ~~for~~with ~~the nine months ended July 31~~IDWE, ~~2022~~as ~~and~~well ~~2021,~~as ~~respectively.~~other ~~The~~outside ~~cash paid under operating leases was $80~~partners,~~000~~ ~~and~~to ~~$150,000~~bring ~~for~~creator-owned ~~the~~franchises ~~three~~to ~~months~~television ~~ended July 31, 2022~~ and ~~2021,~~film ~~respectively and $394,000 and $437,000 for the nine~~through ~~months~~licensing ~~ended July 31, 2022 and 2021, respectively~~arrangements.

~~At July~~To ~~31,~~expand ~~2022,~~its ~~the~~business ~~Company~~and ~~had~~compete awith ~~right-of-use-asset~~other industry ~~related~~participants, IDWP continues to ~~operating~~focus ~~leases~~on oflaunching ~~$804,000,~~new ~~accumulated~~creator-owned ~~amortization~~titles ~~related~~and partnering with established brands to ~~operating~~bring fan-favorite ~~leases~~properties ofto ~~$387,000,~~the ~~both~~comics ofmarket. ~~which~~IDWP ~~are~~is ~~included~~expanding asthe areach ~~component~~ of ~~right-of-use~~existing ~~assets.~~and Onnew ~~October~~products ~~31,~~through ~~2021,~~ the ~~Company~~development ~~had~~of aspecialty, ~~right-of-use-asset~~library, ~~related~~and toeducation ~~operating~~markets; ~~leases~~increased ofdirect-to-consumer ~~$1,037,000~~initiatives; and ~~accumulated~~broadening ~~amortization~~the ~~related~~reach toof ~~operating~~creator-driven ~~leases~~series ofthrough ~~$735,000~~licensing opportunities.

AsIDWP’s revenues represented 99.8% and 63.6% of ~~July~~our ~~31,~~consolidated ~~2022,~~revenues ~~future~~in ~~minimum~~the ~~lease~~three ~~payments~~months ~~required~~ended ~~under~~January ~~operating~~31, ~~leases~~2023 ~~are~~and as2022, ~~follows:~~respectively.

Maturity of Lease Liability (in thousands)	Total
Fiscal years ending October 31:
Rest of 2022	$	19
2023		160
2024		158
2025		130
Thereafter		-
Total minimum lease payments		467
Less: imputed interest		(41	)
Present value of future minimum lease payments	$	426

IDW Entertainment

~~Note~~IDWE is a production company and studio that develops, ~~14—Discontinued~~produces ~~Operations~~and distributes content based on IDWP’s original, copyrighted IP, published in the form of comic books, graphic novels and any other forms of print publication, for a variety of formats including film and television.

~~As a~~IDWE ~~result~~was offormed ~~the~~on ~~economic~~September 20, ~~downturn~~2013 ~~related~~ to ~~the~~leverage ~~outbreak~~IDWP ofproperties ~~the~~into ~~COVID-19~~television ~~virus~~series, features, and ~~the~~other ~~impact~~forms itof ~~had~~media onby ~~small~~developing ~~businesses~~and inproducing ~~the~~original ~~tourist~~content. ~~markets,~~IDWE ~~the~~maintains ~~Company~~a ~~decided~~development toslate ~~make~~of aproperties ~~strategic~~based ~~shift~~on toIDWP ~~dispose~~properties offor ~~CTM~~the ~~and~~adult toseries/features ~~focus~~marketplace onand ~~its~~the ~~entertainment~~kids, family, and ~~publishing~~animation ~~businesses~~spaces.

19IDWE has developed and/or produced a number of series for television:

~~IDW MEDIA~~● ~~HOLDINGS~~Locke & Key premiered on Netflix on February 7, ~~INC~~2020. The show is based on the critically acclaimed graphic novels of the same name of Joe Hill and Gabriel Rodriguez published by IDWP. Season two premiered October 22, 2021, landing in the Top 10 on Netflix’s global TV charts in over 81 countries, and season three premiered August 10, 2022 on Netflix.

~~NOTES TO~~● ~~CONDENSED~~Surfside ~~CONSOLIDATED~~Girls ~~FINANCIAL~~is ~~STATEMENTS~~based on the Top Shelf graphic novel of the same name and premiered on August 19, 2022 on Apple TV+. All ten episodes of the live action kids’ series premiered in over 80 countries worldwide on the Apple TV platform.

~~(Unaudited)~~21

~~On February~~Some ~~15,~~historical ~~2021,~~series pursuant to a sales and purchase agreement (“SPA”) dated as of July 14, 2020 IDWMH sold all of the stock of CTM to an assignee of the Chairman in exchange for (i) the cancelation of $3.75 million of indebtedness owed by IDWMH to the Chairman’s designee, (ii) a contingent payment of up to $3.25 million based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during the 18-month period following the CTM Sale Date, and (iii) a contingent payment if CTM is sold within 36 months of the CTM Sale Date for more than $4.5 million. Prior to executing the SPA, the Company obtained a third-party’s valuation of CTM and a fairness opinion that stated the consideration being received by the Company in the CTM Sale was fair. In addition to the Company’s Board of Directors approving the CTM Sale, the Audit Committee of the Board of Directors, which is comprised entirely of independent directors, approved the CTM Sale in compliance with the Company’s Statement of Policy with respect to Related Person Transactions. The CTM Sale was also approved by (1) stockholders representing a majority of the combined voting power of the Company’s outstanding capital stock and (2) stockholders representing a majority of the combined voting power of the Company’s outstanding capital stock not held by the Chairman or immediate family members of the Chairman, including, without limitation, trusts or other vehicles for the benefit of any of such immediate family members or entities under the control of such persons. On December 15, 2020, the right, title, and interest to the SPA were assigned to The Brochure Distribution Trust, a South Dakota trust. Since the closing of the CTM Sale, the Company has not had any significant continuing involvement with CTM.include:

~~As of~~● ~~July~~Wynonna ~~31,~~Earp ~~2020,~~which ~~CTM~~aired ~~was~~four ~~reported~~seasons ason aSyFy ~~discontinued~~from ~~operation~~2016 ~~and~~to ~~CTM’s operations have since been included in the condensed consolidated financial statements as discontinued operations. On February 15,~~ 2021~~, the Company closed the CTM Sale~~. The ~~loan~~show ~~of $3,750,000~~ was ~~forgiven in~~created ~~part~~by ofEmily ~~the~~Andras ~~sale~~ and ~~the~~starred ~~Company~~Melanie ~~recorded~~Scrofano aand ~~gain~~was ~~of $2,123,219~~ based on ~~CTM’s~~the ~~net~~IDWP ~~asset~~comics ~~value~~of asBeau Smith of the ~~CTM~~same ~~Sale Date~~name. ~~CTM’s assets~~Cineflix ~~are~~Studios nois ~~longer reflected on~~ the ~~condensed~~co-producer ~~consolidated~~and ~~financial~~global ~~statements~~distributor for the ~~periods following the CTM Sale Date and CTM’s operations are only consolidated in the Company’s condensed consolidated statements of operations results until the CTM Sale Date~~series. ~~There was no contingent gain recorded since there was no foreseeable contingent payments to the Company.~~

~~Pursuant to~~● ~~ASC~~V ~~205~~Wars debuted on Netflix on December 5, 2019. The 10-~~20-45-9~~episode ~~general~~vampire ~~corporate~~thriller ~~overhead~~stars ~~should~~Ian ~~not~~Somerhalder beand ~~allocated~~was toproduced ~~discontinued~~by ~~operations~~High Park Entertainment. The ~~Company~~series ~~did~~was ~~not~~based ~~allocate~~upon ~~any~~Jonathan ~~corporate overhead~~Maberry’s toIDWP ~~CTM~~comic ~~when~~book itseries ~~began~~of ~~being~~the ~~classified~~same asname. ~~held~~Some ~~for~~streaming ~~sale~~rights reverted back to IDWE in ~~the~~2022; ~~third~~as ~~quarter~~a ofresult, ~~2020~~we will be exploring opportunities to monetize the past season and ~~continued~~potential opportunities to ~~not~~continue ~~allocate~~the ~~any~~story ~~expenses~~with a new partner.

● October Faction premiered on Netflix on January 23, 2020. The ~~consolidated~~ ~~statements~~10-episode show was based on the IDWP comics of ~~operations~~Steve ~~include~~Niles and Damien Worm of the ~~following~~same ~~results~~name ~~related~~and towas ~~CTM~~adapted ~~discontinued~~by ~~operations:~~showrunner Damian Kindler and starred Tamara Taylor and J.C. MacKenzie. It was also produced by High Park Entertainment.

Results of discontinued operations
(in thousands)	Nine months ended, July 31, 2021
Revenue	$	1,427
Direct cost of revenue		946
Selling, general and administrative		1,649
Depreciation and amortization		295
Bad Debt		(109	)
Total costs and expenses		2,781
Loss from operations		(1,354	)
Interest expense, net		6
Other income (expense), net		68
Loss before income taxes		(1,280	)
(Provision for) benefit from income taxes		-
Net loss	$	(1,280	)

IDWE recently announced a slate of six additional titles with closed development deals with major studios, streamers, and distributors. As a part of these deals, IDWE will work closely to develop these properties as narrative television series, with the ultimate goal of securing a greenlight to production. These titles include:

20● Dark Spaces with Universal Cable Productions (“UCP”)

~~IDW MEDIA~~● ~~HOLDINGS,~~Earthdivers ~~INC.~~with 20th Television Studios and Hulu

~~NOTES TO~~● ~~CONDENSED~~Ballad ~~CONSOLIDATED~~for ~~FINANCIAL~~Sophie ~~STATEMENTS~~with Universal Television International

~~(Unaudited)~~● The Delicacy with Warner Bros. Television Studios

~~CTM’s depreciation~~● ~~and~~Brutal ~~amortization,~~Nature ~~capital~~with ~~expenditures~~leading ~~and~~Mexico-based ~~notable~~animation ~~activities~~studio ~~for~~Anima ~~the discontinued operation include:~~Studios

(in thousands)	Nine months ended, July 31, 2021
Depreciation and amortization	$	185
Amortization of finance lease		109
Amortization of right-of-use assets		282
Capital expenditure		(22	)
Gain on extinguishment of PPP loan		(68	)

●

A Radical Shift of Gravity with award winning film producer Todd Lieberman/Hidden Pictures and Lionsgate

~~Note~~On August 30, 2022, we announced our first 360-development ~~15—Employee~~deal ~~Retention~~with ~~Credit~~writing team Matt Silverstein and Dave Jeser for the development and production of the sci-fi comedy “Family Time” into a television series and original comic book property simultaneously.

~~The Coronavirus~~On ~~Aid~~November 30, ~~Relief~~2022, ~~and~~we ~~Economic~~announced ~~Securities~~six ~~Act~~additional development ~~(“CARES~~deals ~~Act”)~~with ~~provides~~writing ~~for~~& anproducing ~~employee~~talent, ~~retention~~which ~~credit~~included ~~(“ERC”) that~~properties isBacchus, aDragon ~~refundable~~Puncher ~~tax~~& ~~credit against certain employer taxes. On December 27~~Spoony, ~~2020~~Korgi, ~~the Taxpayer Certainty and Disaster Tax Relief~~Lodger, ~~Act~~Relic of ~~2020, expanded certain benefits made available under~~ the ~~CARES~~Dragon ~~Act, including modifying~~ and ~~extending~~Satellite ~~the ERC~~Falling. AsIDWE ~~modified,~~attached ~~the ERC~~such ~~provides~~talent ~~eligible~~as ~~employers~~Will ~~with~~Davies ~~less~~(Lyle, ~~than~~Lyle, ~~500~~Crocodile), ~~employees~~Holly ~~a refundable tax credit against the employer’s share of social security~~Huckins ~~taxes.~~(Recess, ~~The~~Angela ~~ERC~~Anaconda), isAury ~~equal~~Wallington to(Veronica ~~70%~~Mars, ofHeroes, ~~qualified~~Gravity ~~wages~~Falls), ~~paid~~Max to& ~~employees~~Adam ~~during~~Reid ~~calendar~~(Aeon ~~2021~~Flux), Patricia ~~for~~Riggen, aBryan ~~maximum~~Q. ~~credit~~Miller ~~per employee of $7~~(Shadowhunters),~~000 per employee~~ ~~for~~Will ~~each~~Pascoe ~~calendar~~(Orphan ~~quarter~~Black) ~~through~~and ~~December~~Jude ~~31,~~Weng ~~2021~~(Finding Ohana).

~~The Company~~On ~~qualifies~~February ~~for the tax credit under the CARES Act. During the three months ended July 31~~14, ~~2022~~2023, we ~~recognized~~announced ~~an ERC for~~our ~~qualified~~second ~~wages~~360-development ~~paid~~deal ~~between~~with ~~January~~Raffaella 1,Delle ~~2021~~Donne ~~and~~(Flesh ~~March~~& 31Blood), ~~2021~~Marc ofDey ~~$564,000~~(Ninja asPrincess) anand ~~offset~~Tshepo ~~to payroll tax expenses within selling, general~~Moche ~~and~~(Kiya ~~administrative~~& ~~expenses in our condensed consolidated statements of operations. We received $128,000 of~~ the ~~refund~~Kimoja inHeroes) ~~cash~~called inTeam ~~the third quarter of fiscal 2022~~Spirit. AsIDWP ofwill ~~July~~release ~~31,~~an ~~2022,~~original ~~the~~graphic ~~Company~~novel ~~has a $436,000 receivable balance~~ for ~~unsettled~~kids ~~ERCs~~while ~~within prepaid expenses~~IDWE ~~and~~will ~~other~~develop ~~current~~an ~~assets~~animated onseries ~~our~~for ~~condensed~~kids ~~consolidated~~based ~~balance~~on ~~sheet~~the property.

~~We accounted~~Business ~~for~~Model the employee retention credit by analogy to International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance, of International Financial Reporting Standards (IFRS). Under an IAS 20 analogy, a business entity would recognize the credit on a systematic basis over the periods in which the entity recognizes the payroll expenses for which the grant/ tax credit is intended to compensate when there is reasonable assurance and it is probable that the entity will comply with any conditions attached to the grant and the grant/tax credit will be received.

21While in the past, IDWE focused on television development and financing production opportunities, a broadening of our strategic goals has evolved to focus on lower risk investments as well as developing IP for feature film and podcast opportunities. As was the case with Surfside Girls, IDWE provided co-studio services which enabled us to utilize our studio partners’ infrastructure to support the needs of productions while reducing our own risk. We have also diversified our position by acting as non-writing executive producers on current and future projects which allows us to secure fees for our services while minimizing costs. With more varied opportunities for our content/IP, we expect to grow our brand, expand the perception of IDWE, increase revenue opportunities for the publishing side of the business and develop a more robust entertainment footprint.

~~IDW MEDIA HOLDINGS, INC.~~22

~~NOTES~~The path to greenlighting TOa ~~CONDENSED~~project ~~CONSOLIDATED~~can ~~FINANCIAL~~take ~~STATEMENTS~~many routes, but the two most common include internal development and partnering with established studios and streamers. For internal development, IDWE partners with established television and film talent to develop pitches based on our IP, then takes those pitches to buyers. Buyers who want to partner on IDWE’s pitches will enter into a deal to commission a pilot script or feature screenplay, which will be the determining factor of a series or feature film being greenlit. In the second scenario, IDWE may option what’s called clean IP (projects without any attachments or development with talent) to a buyer/production partner and develop/package a series or feature. While this scenario may require more work between IDWE and the buyer to develop a concept for adaptation, the advantage is that IDWE is doing this in tandem with the buyer or platform – guaranteeing that what is developed is strategically what they are looking for.

~~(Unaudited)~~IDWE’s revenues represented 0.2% and 36.4% of our consolidated revenues in the three months ended January 31, 2023 and 2022, respectively.

~~Note 16—Subsequent~~Critical ~~events~~Accounting Policies

~~The~~Our condensed consolidated financial statements ~~Company~~and ~~has~~accompanying ~~evaluated~~notes ~~subsequent~~are ~~events~~prepared ~~through~~in ~~September~~accordance ~~14,~~with ~~2022,~~generally ~~the~~accepted ~~date~~accounting onprinciples ~~which~~in the ~~condensed~~United ~~consolidated~~States (“U.S. GAAP”). The preparation of financial statements ~~were~~ ~~available~~requires management to bemake ~~issued.~~estimates ~~There~~and ~~were~~assumptions nothat ~~material~~affect ~~subsequent~~the ~~events~~reported amounts of assets, liabilities, revenues, and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require ~~recognition~~application of management’s most subjective or ~~additional~~complex ~~disclosures~~judgments, often as a result of matters that are inherently uncertain and may change in ~~these~~subsequent ~~condensed~~periods. Our critical accounting policies include those related to the allowance for doubtful accounts, goodwill, valuation of long-lived assets including intangible assets with finite useful lives and ultimate revenues for television costs. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. See Note 1 to the consolidated financial statements, included ~~except~~in asour ~~follows:~~2022 Form 10-K.

~~On June~~Results ~~27, 2022, the Company entered into a new lease agreement for IDWMH in Los Angeles, California. The new lease has an initial term~~ of 5 years and commenced on August 1, 2022. Base rent for the initial term is approximately $920,000. The Company has an option to extend the term of the lease for an additional 3 years exercisable only by written notice. The lease is subject to additional charges for common area maintenance and other costs.Operations

~~On August~~We ~~18,~~evaluate ~~2022,~~ the ~~Board~~performance of ~~Directors~~our ofoperating ~~the~~business ~~Company~~segments ~~resolved~~based toprimarily ~~remove~~on ~~Ezra~~(loss) Y.income ~~Rosensaft~~ from ~~his position as the CEO of the Company, effective August 28, 2022~~operations. ~~In accordance with the separation agreement~~Accordingly, the ~~former CEO will receive $646,000 of severance compensation~~income ~~payable over 2 years~~ and ~~has~~expense ~~one~~line ~~hundred~~items ~~eighty~~below ~~days~~loss ~~after~~from ~~the~~operations ~~effective~~are ~~date~~only toincluded ~~exercise~~in ~~100,000~~our ofdiscussion ~~vested stock options. Upon termination, 45,000~~ of ~~unvested stock options were forfeited back into~~ the ~~2019~~consolidated ~~Incentive~~results ~~Plan. The company recorded $646,000~~ of ~~severance expense in August 2022~~operations.

~~On August~~IDWP 18, 2022, the Board of Directors of the Company elected Allan I. Grafman as CEO of the Company, effective August 29, 2022. The employment agreement has an initial term of two years with the option by the Company to renew. In accordance with his employment agreement, the CEO will be paid an annual base salary of $410,000 an annual bonus of $50,000, and an annual discretionary bonus to be decided by the Board of Directors. In the event the Company terminates employment of the CEO on or before August 28, 2023 without cause, the Company will continue to pay the base salary for a period of twelve months. If the Company terminates employment of the CEO after August 28, 2023 without cause, the Company will continue to pay the base salary for the greater of six months or through August 28, 2024. On August 30, 2022, the CEO was issued options to purchase 70,398 of the Company’s Class B Common Stock with an exercise price of $1.77 per share, in accordance with the agreement. The options have a 10-year term with vesting over a 2-year period. In connection with the appointment, on August 29, 2022, the Board of Directors of the Company announced the resignation of Allan Grafman as a member of the Board and his appointment as an Ex Officio (non-voting) member of the Board.

(in thousands)						Change
Three months ended January 31,	2023			2022		$			%
Revenues	$	6,577		$	7,531	$	(954	)		(12.7	)%
Direct cost of revenues		3,533			3,714		(181	)		(4.9	)%
Selling, general and administrative		3,200			3,233		(33	)		(1.0	)%
Depreciation and amortization		179			72		107			nm
(Loss) income from operations	$	(335	)	$	512	$	(847	)		(165.4	)%

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~nm—not meaningful

~~The~~Revenues. Revenues decreased by $954,000 ~~following~~in ~~information~~the ~~should~~three bemonths ~~read~~ended inJanuary ~~conjunction~~31, ~~with~~2023, compared to the ~~accompanying~~three ~~condensed~~months ~~consolidated~~ended ~~financial~~January ~~statements~~31, ~~and~~2022, ~~the~~primarily ~~associated notes~~due ~~thereto~~to ofa ~~this~~decrease ~~Quarterly~~in ~~Report~~games revenue of $1,888,000 ~~and~~driven by fulfillment of the ~~audited~~direct-to-consumer ~~consolidated~~games ~~financial~~campaign ~~statements~~for ~~and~~Batman Adventures in the ~~related~~fiscal ~~notes~~2022 ~~thereto~~period, a ~~and~~decrease ~~our~~in ~~Management’s Discussion~~direct ~~and~~market ~~Analysis~~publishing revenue of ~~Financial~~$462,000, ~~Condition~~and decreases in direct-to-consumer revenue and ~~Results~~other oflicensing ~~Operations~~and ~~included~~royalty revenue, partially offset by an increase in ~~our~~retailer ~~Annual~~exclusive ~~Report~~revenue onof ~~Form~~$551,000 ~~10-K~~predominately ~~for~~related ~~the~~to ~~fiscal~~Sonic ~~year~~the Hedgehog, ~~ended~~an ~~October~~increase 31in book market publishing revenue of $734,000 ~~2021~~driven by strong Teenage Mutant Ninja Turtles: The Last Ronin hard cover sales, ~~which~~a ~~was~~decrease ~~filed~~in ~~with~~sales ~~the~~returns ~~U.S.~~and ~~Securities~~discounts on book sales of $90,000, and ~~Exchange~~an ~~Commission~~increase ~~(“SEC”)~~in ondigital ~~January~~sales 20of $52,000. ~~2022~~Sales (returns improved compared to the prior period due to targeted incentives with accounts to reduce return rates and localization of inventory management ~~“2021~~at ~~Form~~Barnes ~~10-K”)~~& Noble.

~~As used below, unless the context otherwise requires, the terms “the Company,” “we,” “us,” and “our” refer to IDW Media Holdings, Inc., a Delaware corporation, and our subsidiaries.~~ 23

~~Forward-Looking~~Effective January 1, 2023, our licenses for Transformers and GI ~~Statements~~Joe titles have been terminated. While the cancellation of the licenses for Transformers and GI Joe are anticipated to decrease revenues by approximately $1.2 million in fiscal year 2023, IDWP plans to mitigate the loss of revenue by enhancing our other key licensed brands through new initiatives for Star Trek, Godzilla, Dungeons & Dragons, and My Little Pony and an expansion of Teenage Mutant Ninja Turtles: The Last Ronin. These efforts have begun to offset any material impacts and we expect to continue to substantially offset any material impact on our gross margin from the loss of the licensed titles.

~~This Quarterly~~Direct ~~Report~~cost ~~on Form 10-Q contains forward-looking statements within the meaning~~ of ~~Section 27A~~revenues. ofIDWP’s ~~the Securities Act of 1933~~direct ~~and~~cost ~~Section 21E~~ of ~~the~~revenues ~~Securities~~decreased ~~Exchange~~by ~~Act of 1934~~$181,000 ~~including~~in ~~statements~~the ~~that~~three ~~contain~~months ~~the~~ended ~~words~~January ~~“believes~~31,” ~~“anticipates~~2023,~~” “expects,”~~ ~~“plans,”~~compared ~~“intends,” and similar words and phrases. These forward-looking statements are subject~~ to ~~risks and uncertainties that could cause actual results to differ materially from~~ the ~~results~~three ~~projected~~months inended ~~any~~January ~~forward-looking~~31, 2022, ~~statement.~~primarily Indue ~~addition~~ to ~~the~~a ~~factors~~decrease ~~specifically noted~~ in ~~the~~printing ~~forward-looking~~expenses ~~statements, other important factors, risks~~ and ~~uncertainties that~~creative ~~could~~costs ~~result~~for inIDW ~~those~~Games ~~differences~~of ~~include~~$655,000 ~~but~~which ~~are~~corresponds ~~not limited~~ to, ~~those~~the ~~discussed~~decrease in ~~the 2021 Form 10-K. The forward-looking statements~~revenue ~~are~~from ~~made~~games asnoted ofabove ~~the date of this report~~ and wea ~~assume~~decrease noin ~~obligation~~royalty toexpenses ~~update~~of ~~the forward-looking statements~~$209,000, orpartially tooffset ~~update~~by ~~the~~an ~~reasons why~~increase ~~actual results could differ from those projected~~ in ~~the~~publishing ~~forward-looking~~printing ~~statements.~~costs ~~Investors should consult all~~ of ~~the information~~ ~~set~~$599,000, ~~forth~~and increases in ~~this~~publishing ~~report~~creative costs and ~~the~~digital ~~other~~and ~~information~~licensing ~~set~~costs. ~~forth~~Royalty ~~from~~expense ~~time~~as toa ~~time~~percentage inof ~~our~~sales ~~reports~~is ~~filed~~dependent on ~~with~~product ~~the~~and ~~SEC~~title ~~pursuant~~mix toas ~~the~~different ~~Securities Act~~revenue ofstreams ~~1933~~ and ~~the~~titles ~~Securities~~have ~~Exchange~~different ~~Act~~royalty ~~of 1934~~rates.

~~OVERVIEW~~Gross Margin. IDWP’s gross margin for the three months ended January 31, 2023 decreased to 46.3% compared to 50.7% for the three months ended January 31, 2022.

WeSelling, General and Administrative. IDWP’s ~~were~~selling, ~~incorporated~~general and administrative expenses decreased slightly by $33,000 in the ~~State~~three months ended January 31, 2023, compared to the three months ended January 31, 2022, primarily due to decreases in overhead allocations of ~~Delaware~~$309,000, shipping and direct-to-consumer costs of $212,000, and occupancy expenses, severance, and consulting expenses, partially offset by increases in ~~May~~salaries ~~2009~~and benefits of $297,000, marketing expenses of $264,000, and IT costs related to the Company’s website for the focus on direct-to-consumer.

~~In 2009,~~As ~~IDT~~a ~~Corporation,~~percentage ~~our~~of ~~former~~IDWP’s ~~parent~~revenues, ~~corporation~~selling, general ~~completed~~and aadministrative ~~tax-free~~expenses ~~spinoff~~in (the ~~“Spin-Off”)~~three ofmonths ~~the~~ended ~~Company~~January ~~through a~~31, ~~pro~~2023, ~~rata~~was ~~distribution~~48.7% ofcompared ~~our~~to ~~common~~42.9% ~~stock~~in ~~IDT’s~~the ~~stockholders~~three months ended January 31, 2022.

~~IDW Media Holdings, Inc., a Delaware corporation, is a holding company consisting of the following principal businesses:~~IDWE

● IDW Publishing, or IDWP, creates comic books, graphic novels and digital content through its imprints IDW, Top Shelf Productions and Artist’s Editions; and

(in thousands)						Change
Three months ended January 31,	2023			2022		$			%

Revenues	$	16		$	4,318	$	(4,302	)		(99.6	)%
Direct cost of revenues		(85	)		1,076		1,161			107.9	%
Selling, general and administrative		540			1,263		(723	)		(57.2	)%
Depreciation and amortization		6			9		(3	)		nm
(Loss) income from operations	$	(445	)	$	1,970	$	(2,415	)		(122.6	)%

~~● IDW Entertainment, or IDWE, a production company and studio that develops, produces, and distributes content based on IDWP’s original IP for a variety of formats including film and television.~~nm—not meaningful

~~Prior to~~Revenues. ~~February~~IDWE ~~15,~~revenues ~~2021,~~for wethe ~~also~~three ~~owned~~months ended ~~CTM~~January ~~Media Group (CTM)~~31, a2023 ~~company~~decreased ~~that~~by develops and distributes print and digital-based advertising and information advertising for tourist destinations in targeted tourist markets in 32 states / provinces in the US and Canada. On February 15$4, ~~2021~~302,000 wecompared ~~consummated~~to the ~~sale~~three ofmonths ~~CTM~~ended toJanuary ~~an assignee of Howard Jonas~~31, ~~the~~2022. ~~Company’s~~Revenues ~~Chairman~~ in ~~exchange~~three ~~for~~months ~~(i)~~ended ~~the cancelation~~January of31, ~~$3.75~~2023 ~~million~~consisted of ~~indebtedness~~revenue wefrom ~~owed~~optioned toprojects ~~our~~and ~~Chairman’s~~royalties ~~designee, (ii) a contingent payment~~ of ~~up to~~ $316,000.25 ~~million~~In ~~based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during~~ the ~~18-month~~three ~~period~~months ~~following~~ended ~~the~~January ~~sale~~31, ~~and~~2022, ~~(iii)~~revenues ~~a contingent~~consisted ~~payment~~of ifrevenue ~~CTM~~recognized isdue ~~sold~~to ~~within~~the 36full ~~months~~delivery of ~~the~~Locke ~~sale~~& ~~for~~Key ~~more~~season ~~than~~two ~~$4.5 million. As~~ of ~~July 31~~$4, ~~2020~~200,000 ~~CTM~~and ~~was~~the ~~reported~~French-Canadian aslicense ~~a discontinued~~received ~~operation~~for ~~and CTM’s~~V ~~operations~~Wars ~~have~~of ~~since been included in the financial statements as discontinued operations~~$118,000.

23Direct costs of revenues. Direct cost of revenues consists primarily of the amortization of production costs that were capitalized during the production of the television episodes and direct costs related to revenue recognized during related periods.

~~COVID-19:~~Direct costs of revenues for the three months ~~Overview~~ended January 31, 2023 increased by $1,161,000 compared to the three months ended January 31, 2022. The amortized television costs for the three months ended January 31, 2023, included cost recoupment from Wynonna Earp of ~~Impacts~~ $166,000 and tax credits for V Wars of $7,000, offset by residuals of $88,000. The amortized television costs for the three months ended January 31, 2022, included costs related to delivered episodes from Locke & Key season two of $999,000 and cost refinement from October Faction and V Wars of $77,000.

●	IDWMH: Received two PPP loans related to core IDWE and IDWP operations.
	o	$1,195,679 on April 27, 2020, subsequently forgiven on July 20, 2021
	o	$1,195,680 on April 2, 2021, subsequently forgiven on October 27, 2021
●	IDWP: Although COVID-19 caused changes in direct-market returnability in 2020, in April 2021 the return policies reverted back to pre-COVID-19 industry standard practices. Additionally, IDWP renegotiated the terms of one of its lease agreements due to COVID-19 impacts. Per ASC 842 guidance, the lease liabilities were remeasured as of the modification dates as if the leases were new leases commencing at such time. Accordingly, the Right-Of-Use assets were adjusted by amounts equal to the adjustments to the lease liabilities. Although the delay in comic releases continues to have an impact on the industry, the impact has been slowly decreasing and returning to pre-COVID-19 levels.
●	IDWE: Industry-wide production suspensions halted filming and production of Wynonna Earp Season four after the completion of six of twelve episodes. IDWE continues its program to develop, package and pitch from its library on a largely remote basis. While there are some in-person writer’s rooms with strict COVID protocols, the majority of writer’s rooms, pitch scenarios and development conversations are all still happening remotely, with little to no impact on filming and production schedules.

~~Business~~Gross Margin. IDWE’s gross margin ~~Description~~for the three months ended January 31, 2023 was 631.3% compared to 75.1% for the three months year ended January 31, 2022. These gross margin figures are aligned with the explanations provided for revenues and direct costs of revenues.

~~IDW~~Selling, General and Administrative. Selling, ~~Publishing~~general and administrative expenses decreased by $723,000 during the three months ended January 31, 2023, compared to the three months ended January 31, 2022. The decrease was driven by decreases in overhead allocation of $421,000, salary and benefits of $217,000, and travel expenses and non-cash compensation.

~~IDWP is~~IDWE andid ~~award-winning~~not ~~publisher~~recognize ofmeaningful ~~comic~~revenue ~~books, original graphic novels, and art books. Founded~~ in ~~1999,~~the three ~~IDWP~~months ~~has~~ended aJanuary ~~long tradition of supporting original~~31, ~~powerful creator-driven titles~~2023. InAs ~~2002,~~a ~~IDWP~~percentage ~~published 30 Days~~ of Night by Steve Niles and Ben Templesmith followed by other horror titles that kickstarted a resurgence in horror-comic publishing across the industry. Since then, IDWP has significantly diversified its publications. Joe Hill and Gabriel RodríguezIDWE’s ~~Locke & Key~~revenues, ~~Jonathan Maberry’s V Wars~~selling, ~~Stan~~ ~~Sakai’s~~general ~~Usagi Yojimbo, Beau Smith’s Wynonna Earp, Alan Robert’s The Beauty of Horror adult coloring books,~~ and ~~Darwyn~~administrative ~~Cooke’s~~expenses ~~graphic~~in ~~novel adaptations of Richard Stark’s Parker novels are just a few of~~ the three ~~hundreds~~months ofended ~~outstanding~~January 31, ~~award-winning~~2022 ~~titles~~was ~~published since its inception~~29.2%.

In 2015, IDWP acquired Top Shelf Productions, an award-winning critically acclaimed publisher of graphic novels, which continues to operate as a thriving imprint. Top Shelf Productions is renowned for publishing works of literary significance including the #1 New York Times and Washington Post bestselling trilogy, March, by Congressman John Lewis, Andrew Aydin, and Nate Powell. March is the only graphic novel to have won the National Book Award and is the second most taught graphic novel in schools. In July 2019, Top Shelf Productions released George Takei’s graphic memoir, They Called Us Enemy, which debuted at #2 on the New York Times Paperback Nonfiction Best Sellers list and as a #1 bestseller on Amazon. Both titles are now perennial bestsellers and considered two of the finest non-fiction graphic novels ever made. Other iconic Top Shelf Productions titles include Kim Dwinell’s Surfside Girls, Jeff Lemire’s Essex County and The Underwater Welder, and Hannah Templer’s Cosmoknights.IDWMH

(in thousands)							Change
Three months ended January 31,	2023			2022			$			%
Selling, general and administrative	$	1,193		$	496		$	697			140.5	%
Depreciation and amortization		17			2			15			nm
Loss from operations	$	(1,210	)	$	(498	)	$	(712	)		(143.0	)%

In addition to its core of creator-driven franchises, IDWP has also partnered with the owners of major licensed brands to publish many successful licensed titles, including Hasbro’s Transformers, G.I. Joe, Dungeons & Dragons, and My Little Pony; Sega’s Sonic The Hedgehog; Paramount Global’s Star Trek and Teenage Mutant Ninja Turtles; and Toho’s Godzillas. These licensed titles bring with them diverse built-in audiences and build cache and retailer support for IDWP. With licensed franchises, IDWP’s strategy is to focus nm—not only on licenses that have eager, built-in fan followings but also ongoing licensor support through other channels, such as toys, animation, and film. This strategy enables IDWP to expand its audience reach and to pursue sub-license opportunities with foreign publishers. IDWP also collaborates with other comic book publishers to co-publish certain titles, including Batman vs. Teenage Mutant Ninja Turtles and Locke & Key/The Sandman Universe: Hell & Gone (with DC Comics), Rick & Morty vs. Dungeons & Dragons (with Oni Press, Inc.) and Godzilla vs. Power Rangers (with Boom Studios). meaningful

~~IDWP’s focus~~Selling, isGeneral toand ~~expand~~Administrative. Selling, general and ~~market~~administrative ~~its~~expenses ~~library~~increased ofby ~~titles~~$697,000 ~~from~~during ~~both~~the ~~creator-owned~~three ~~titles~~months inended ~~our~~January ~~IDW~~31, ~~and~~2023, ~~Top~~compared ~~Shelf~~to ~~brands;~~the ~~and~~three ~~also~~months ended January 31, 2022. The increase was driven by decreases in overhead ~~partnership with~~allocation ~~our~~to ~~top-~~operating segments of~~-class~~ ~~creative~~$730,000 ~~partners~~and ~~under~~increases in ~~our~~non-cash ~~IDW~~compensation ~~brand.~~of ~~IDWP~~$140,000 ~~works~~and ~~synergistically~~travel ~~with~~expenses ~~IDWE~~and toaccounting ~~develop~~expenses, ~~new~~offset ~~titles~~by decreases in salary and tobenefits ~~support~~of $105,000 ~~existing~~and ~~titles~~in shareholder relation expenses, marketing expenses, consulting expenses and legal expenses.

~~IDW Originals,~~Consolidated ~~launched~~Net in(Loss) ~~July~~Income ~~2022, is a line of original comics and graphic novels from a diverse lineup of writers and artists creating content across all genres and for all age groups.~~ IDW ~~Originals~~Media ~~works with top-tier talent including New York Times bestselling writers like Scott Snyder on Dark Spaces: Wildfire~~Holdings, ~~Stephen Graham Jones on Earthdivers, and G. Willow Wilson on The~~ ~~Hunger and the Dusk, in addition to up-and-coming talent creating the bestsellers of tomorrow~~Inc. ~~IDW Originals is also focused on creating IP that can be exploited across all media platforms.~~

IDWP is also home to Artist’s Editions, oversized deluxe hardcovers featuring scans of original art printed at the same size they were drawn with all the distinctive creative nuances that make original art unique. Some of the standout Artist’s Editions titles include Jim Lee’s X-Men, Mike Mignola’s Hellboy, David Mazzucchelli’s Daredevil Born Again and Jim Sterako’s Nick Fury Agent of SHIELD.

(in thousands)							Change
Three months ended January 31,	2023			2022			$			%
(Loss) income from operations	$	(1,990	)	$	1,984		$	(3,974	)		(200.3	)%
Interest income (expense), net		28			(10	)		38			380.0	%
Other (expense) income, net		(36	)		15			(51	)		(340.0	)%
Net (loss) income	$	(1,998	)	$	1,989		$	(3,987	)		(200.5	)%

~~Many~~(Loss) income from operations. Loss from ofoperations ~~IDWP’s~~was ~~titles~~$1,990,000 ~~are~~in ~~available~~the ~~worldwide~~three ~~through~~months ~~foreign~~ended ~~licensing~~January ~~with~~31, ~~642~~2023, ~~titles~~compared ~~available~~to innet 62income ~~territories~~of $1,984,000 in 24the ~~languages. In~~three ~~2020,~~months ~~IDW~~ended ~~kicked~~January 31, ~~off~~2022, a ~~major~~decline ~~new~~in ~~initiative~~bottom toline ~~release~~performance ~~key~~of ~~titles~~$3,974,000, asdue ~~Spanish-language~~to ~~graphic~~negative ~~novels~~changes in ~~the~~operational ~~North~~performance ~~American~~from ~~market with~~IDWE ~~the release~~ of ~~Spanish-language~~$2,415,000 and ~~editions~~IDWP of ~~They~~$847,000 ~~Called~~and Usan ~~Enemy,~~increase ~~Red~~in ~~Panda~~non-allocated &corporate ~~Moon~~overhead ~~Bear~~of $712,000. ~~Locke~~These ~~& Key~~changes ~~and~~are ~~Sonic~~described in the ~~Hedgehog~~separate segment analyses above.

IDWP’s largest segment is the publication of comic book and trade paperback products. Its comics and graphic novels are primarily distributed through three channels: (i) to comic book specialty stores (the “direct market”); (ii) to traditional retail outlets, including bookstores and mass market stores, on a returnable basis (the “non-direct market”); and (iii) to Ebook distributors (“digital publishers”). IDWP’s publications are widely available digitally through popular distributors such as Comixology, Amazon, Apple iTunes and iBooks, Google Play, Hoopla, Overdrive, and via IDWP’s own webstore at idwpublishing.com. Through the direct market and non-direct market, IDWP, including its imprint Top Shelf Productions, sold over 4.8 million units in fiscal year 2021 and is regularly recognized as the fourth largest publisher in its category. Diamond served as IDWP’s distributor to the direct market, worldwide, and beginning June 1, 2022, PRHPS replaced Diamond as IDWP’s distributor to the direct market. IDWP’s non-direct market distributor is PRHPS. IDWP works together with PRHPS to sell-in and promote IDWP titles to buyers at non-direct market customers such as Amazon, Barnes & Noble, Baker & Taylor, Ingram, Follett, Target, Walmart, and more.25

InInterest income (expense), net. Interest ~~September~~income ~~2021~~was $28,000 ~~IDWP~~in ~~announced~~the anthree ~~exclusive~~months ~~worldwide~~ended ~~multi-year~~January ~~sales~~31, ~~and~~2023 ~~distribution~~compared ~~agreement~~to ~~with~~interest ~~PRHPS~~expense ~~for~~of ~~IDW’s~~$10,000 ~~newly~~in ~~published and~~the ~~backlist~~three ~~comic~~months ~~book~~ended ~~periodicals~~January 31, ~~trade~~2022 ~~collections,~~due ~~and~~to ~~graphic~~interest ~~novels~~income toearned on the ~~Direct~~ERC ~~Market~~cash ~~comic~~received ~~shops~~in ~~beginning~~the ~~June~~three 1months ended January 31, ~~2022~~2023.

~~In 2014,~~Other ~~IDWP~~(expense) ~~launched IDW Games to develop and publish card~~income, ~~board, and tabletop games~~net. ~~Similar~~Other toexpense was ~~IDWP’s book content~~$36,000 ~~IDW~~in ~~Games offered~~the athree ~~mix~~months ofended ~~popular~~January ~~licensed~~31, ~~titles~~2023 ~~such~~compared asto ~~Dragon~~other ~~Ball~~income Zof ~~and~~$15,000 ~~Batman~~in the ~~Animated~~three ~~Series,~~months asended ~~well~~January as31, ~~creator developed~~2022, ~~strategic~~primarily ~~hobby~~due ~~games, such as Towers of Arkhanos and Tonari. IDW Games’ products were sold~~ to ~~distributors~~the ~~worldwide and~~loss ~~are~~on ~~available~~the ~~through~~disposal ~~retailers~~of ~~such~~property ~~as Gamestop, Barnes & Noble,~~ and ~~Amazon,~~equipment ~~independent~~in ~~games, and comics stores, as well as~~ the ~~direct-to-consumer~~three ~~channel~~months ~~through~~ended ~~its~~January ~~website~~31, ~~and marketing campaigns~~2023. InOther ~~calendar~~income ~~2021,~~in the ~~Company~~three months ~~wound~~ended ~~down~~January ~~IDW Games and~~31, ~~going forward,~~2022 ~~IDW~~was ~~Games~~primarily isdue ~~only~~to ~~backfilling~~franchise ~~final~~tax ~~orders and~~refunds ~~reproducing select existing products~~received.

~~To further~~Liquidity ~~expand~~ and ~~build~~Capital ~~creator-owned~~Resources ~~properties beyond publishing, IDWP works with IDWE, as well as other outside partners, to bring creator-owned franchises to television and film through licensing arrangements.~~

To expand its business and outperform its industry competitors, IDWP continues to focus on launching new creator-owned titles and partnering with established brands to bring fan-favorite properties to the comics market. IDWP is expanding the reach of existing and new products through the development of specialty, library, and education markets; increased direct-to-consumer initiatives; and broadening the reach of creator-driven series through licensing opportunities.General

~~IDWP’s revenues~~At ~~represented~~January ~~85.0%~~31, ~~and~~2023, ~~100.0%~~we ofhad ~~our~~cash ~~consolidated~~and ~~revenues~~cash inequivalents of ~~the three months ended July 31~~$9,328,000 ~~2022~~ and ~~2021,~~working ~~respectively~~capital ~~and 78.6%~~(current ~~and~~assets ~~72.7%~~ in ~~the~~excess ~~nine~~of ~~months~~current ~~ended~~liabilities) ~~July~~of 31$16, ~~2022 and 2021~~837, ~~respectively~~000.

25We anticipate that our expected cash inflows from operations during the next twelve months together with our working capital, including the balance of cash and cash equivalents held as of January 31, 2023, will be sufficient to sustain our operations for at least the twelve months following the date of this report. The Company has a history of losses in many recent periods, and if we are unable to reverse those losses, the Company will need to raise additional funds in the medium term.

~~IDW~~We satisfy our cash requirements primarily through ~~Entertainment~~cash provided by the Company’s operating and financing activities.

IDWE is a production company and studio that develops, produces, and distributes content based on IDWP’s original IP for a variety of formats including film and television.

	Three months ended January 31,
(in thousands)	2023			2022
Cash flows used in:
Operating activities	$	(614	)	$	(331	)
Investing activities		(72	)		(204	)
Financing activities		-			-
Net decrease in cash and cash equivalents	$	(686	)	$	(535	)

~~IDWE was~~Operating formed on September 20, 2013 to leverage IDWP properties into television series, features, and other forms of media by developing and producing original content. IDWE maintains a robust development slate of properties based on IDWP properties for the adult series/features marketplace as well as the kids, family, and animation space. IDWE is in advanced conversations with various global studios, networks, and streamers for their exploitation. IDWE actively recruits and acquires new franchise material for exploitation primarily in the series format.Activities

~~IDWE~~Cash flows used in operating activities was $614,000 ~~has~~for ~~developed~~the three months ended January 31, 2023, compared to $331,000 the three months ended January 31, 2022. For the three months ended January 31, 2023, net use of cash was primarily a result of the net loss for the period of $1,998,000, adjusted for non-cash items included in the determination of net loss, offset by $982,000 cash inflow related to the effect of changes in operating assets and~~/or~~ ~~produced~~liabilities. For the three months ended January 31, 2022, the net use of cash was primarily a ~~number~~result of ~~series~~$3,667,000 of cash outflow related to the effect of changes in operating assets and liabilities, offset by a net income in the period of $1,989,000, adjusted for ~~television:~~non-cash items included in the determination of net income. Cash flows generated at IDWE vary widely year to year due to timing of productions.

	●	Wynonna Earp season four aired in two parts due to worldwide COVID-19 related production shutdowns. The first six episodes of season four premiered July 26, 2020 and the second half of season four began airing March 5, 2021. The show was created by Emily Andras and stars Melanie Scrofano and is based on the IDWP comics of Beau Smith. Season four’s twelve episodes are being produced by Seven24 Films and distributed by IDWE, in partnership with Syfy and CTV Sci-Fi. Cineflix Studios is the co-producer and global distributor for the series. Season one’s thirteen episodes aired in fiscal 2016. Season two’s twelve episodes aired in fiscal 2017, and Season three’s twelve episodes aired in fiscal 2018.
	●	V Wars debuted on Netflix on December 5, 2019. The 10-episode vampire thriller stars Ian Somerhalder and was produced by High Park Entertainment. The series was based upon Jonathan Maberry’s IDWP comic book series of the same name. The rights to IDWE’s streaming genre series V Wars reverts back to IDW in 2022; as a result, we will be exploring opportunities to monetize the past season and potential opportunities to continue the story with a new partner.

Investing Activities

●Our ~~October~~capital ~~Faction~~expenditures ~~premiered~~were onapproximately ~~Netflix~~$72,000 and ~~on January 23~~$204,000 ~~2020.~~in ~~The 10-episode show was based on~~ the ~~IDWP~~three ~~comics~~months ofended ~~Steve~~January ~~Niles~~31, ~~and~~2023, ~~Damien Worm~~ and ~~was~~2022, ~~adapted by showrunner Damian Kindler and starred Tamara Taylor and J~~respectively.~~C. MacKenzie. It was also produced by High Park Entertainment.~~

● ● ● Locke & Key premiered on Netflix on February 7, 2020. The show is based on the critically acclaimed graphic novels of Joe Hill and Gabriel Rodriguez published by IDWP. Season two aired October 22, 2021 topping Netflix’s global TV charts in over 81 countries, and season three premiered August 10, 2022 on Netflix. IDWE’s new original Apple TV+ series Surfside Girls, based on the Top Shelf graphic novel of the same name, premiered on August 19, 2022. All ten episodes of the live action kids’ series premiered in over 80 countries worldwide on the Apple TV platform. IDWE recently announced a slate of six additional titles with closed development deals with major studios, streamers, and distributors. As a part of these deals, IDWE will work closely to develop these properties as narrative television series, with the ultimate goal of securing a greenlight to production. These titles include: ● Dark Spaces with Universal Cable Productions (“UCP”) ● Earthdivers with 20th Television Studios and Hulu ● Rivers with HBO MAX ● Ballad for Sophie with Universal Television International ● The Delicacy with Warner Bros. Television Studios ● Brutal Nature with leading Mexico-based animation studio Anima Studios ● A currently unannounced project with Cartoon Networks26

~~While in~~Financing the past, IDWE focused on television development and financing production opportunities, a broadening of our strategic goals has evolved to focus on lower risk investments as well as developing IP for feature film and podcast opportunities. As is the case with Surfside Girls, IDWE provides co-studio services which enables us to utilize our studio partners’ infrastructure to support the needs of productions while reducing our own risk. We have also diversified our position by acting as non-writing executive producers (“NWEP”) on current and future projects which allows us to secure fees for our services while minimizing costs. With more varied opportunities for our content/IP, we will be able to grow our brand, expand the perception of IDWE, increase revenue opportunities for the publishing side of the business and develop a more robust entertainment footprint.Activities

26The Company had no financing activating in the three months ended January 31, 2023 or 2022.

~~IDWE’s revenues~~Recent ~~represented~~Accounting ~~15.0%~~Pronouncements ~~and 0% of our consolidated revenues in the three months ended July 31, 2022 and 2021, respectively and 21.4% and 27.3% in the nine months ended July 31, 2022 and 2021, respectively.~~

~~CTM~~For a description of recently issued accounting ~~(Discontinued~~pronouncements, including the respective dates of adoption, and expected effects on our results of operations) and financial condition, see Note 1 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

~~As a~~Changes result of the economic downturn related to the COVID-19 pandemic, and the impact it had on CTM, the Company decided to sell CTM and focus on our entertainment and publishing business. Pursuant to a sales and purchase agreement (“SPA”) dated as of July 14, 2020, we sold all of the stock of CTM to an assignee of the Chairman in ~~exchange~~Trade ~~for~~Accounts ~~(i)~~Receivables the cancelation of $3.75 million of indebtedness owed by us to the Chairman’s designee, (ii) a contingent payment of up to $3.25 million based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during the 18-month period following the CTM Sale Date, and ~~(iii) a contingent payment~~Allowance ~~if CTM is sold within 36 months of the CTM Sale Date~~ for ~~more~~Doubtful ~~than~~Accounts ~~$4.5 million. The CTM Sale closed on February 15, 2021 and CTM is only consolidated up until the sale date with the gain reflected separately in the consolidated statement of operations.~~

~~Results~~Trade accounts receivable decreased to approximately $5,661,000 at January 31, 2023, compared to $6,448,000 at October 31, 2022 principally due to changes in the accruals and collection of ~~Operations~~IDWE revenue, as well as the timing of receipts of payments of other receivable balances. The allowance for doubtful accounts as a percentage of gross trade accounts receivable was 0% at January 31, 2023 and October 31, 2022, reflecting the Company’s collectible receivable experience.

~~We evaluate~~Off- ~~the~~Balance ~~performance~~Sheet ofArrangements our operating business segments based primarily on income (loss) from operations. Accordingly, the income and expense line items below loss from operations are only included in our discussion of the consolidated results of operations.

~~IDWP~~We do not have any “off-balance sheet arrangements,” as defined in relevant SEC regulations that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

(in thousands)						Change
Three months ended July 31,	2022			2021		$			%
Revenues	$	6,553		$	6,779	$	(226	)		(3.3	)%
Direct cost of revenues		3,648			3,508		140			4.0	%
Selling, general and administrative		3,425			3,145		280			8.9	%
Depreciation and amortization		64			52		12			nm
(Loss) income from operations	$	(584	)	$	74	$	(658	)		(889.2	)%

Cash Sources and Liquidity

(in thousands)							Change
Nine months ended July 31,	2022			2021			$		%
Revenues	$	20,136		$	18,416		$	1,720		9.3	%
Direct cost of revenues		10,512			10,014			498		5.0	%
Selling, general and administrative		9,738			9,059			679		7.5	%
Depreciation and amortization		225			151			74		nm
Loss from operations	$	(339	)	$	(808	)	$	469		58.0	%

The Company is using the net proceeds we received from the August 6, 2021 registered public offering of Class B common stock principally for the development of original IP and the purchase of associated publishing, media, and related rights. Funds are also used for marketing spend for our IP franchises, and additionally for technology investments and our website development. The Company also seeks to pursue potential investment and acquisition opportunities, should such opportunities arise.

~~Revenues. Revenues~~We ~~decreased~~do bynot ~~$226,000~~have inany ~~the~~agreements ~~three~~at ~~months~~this ~~ended~~time ~~July~~to potentially ~~31,~~acquire ~~2022,~~other ~~compared~~entities toor ~~the~~businesses. ~~three~~The ~~months~~foregoing ~~ended~~represents ~~July~~our ~~31,~~current ~~2021,~~intentions ~~primarily due~~based toupon aour ~~decrease~~present inplans ~~direct~~and ~~market~~business conditions ~~publishing~~to ~~revenue~~use ofand ~~$1,132,000~~allocate ~~due~~the tonet ~~fewer~~proceeds ~~titles~~of ~~being~~this ~~released~~offering. ~~during~~However, the ~~period~~nature, aamounts ~~decrease in~~and ~~games~~timing ~~revenue~~ of ~~$333,000,~~our ~~and~~actual aexpenditures ~~decrease~~may vary insignificantly ~~digital~~depending ~~revenue~~on ofnumerous ~~$129,000~~factors. ~~due~~We tomay anfind ~~overall~~it ~~decrease~~necessary inor ~~sales~~advisable ~~across~~to ~~all~~use ~~platforms, partially~~the ~~offset~~net byproceeds anfrom ~~increase~~this inoffering ~~retailer~~for other ~~exclusive~~purposes. ~~revenue~~As ofa ~~$868~~result,~~000~~ ~~related~~our tomanagement ~~Sonic~~has ~~the~~and ~~Hedgehog,~~will aretain ~~decrease~~broad indiscretion ~~sales~~over ~~returns and~~the ~~discounts~~allocation onand ~~book~~application ~~sales~~ of ~~$156,000,~~the annet ~~increase~~proceeds from inthis ~~non-direct~~offering. ~~market~~To ~~publishing~~the ~~revenue~~extent ofthat ~~$306,000~~the ~~driven~~net byproceeds ~~strong~~we ~~Teenage Mutant~~receive ~~Ninja~~from ~~Turtles:~~this ~~The~~offering ~~Last~~are ~~Ronin~~not ~~and~~immediately ~~They~~used ~~Called~~for Usthe ~~Enemy~~above ~~sales~~purposes, we ~~and~~intend anto ~~increase~~invest inour ~~other~~net ~~revenues~~proceeds ofin 38short-term,~~000~~ interest-bearing bank deposits or debt instruments.

27Where appropriate, we evaluate strategic investments and acquisitions to complement, expand, and/or enter into new businesses. In considering acquisitions and investments, we search for opportunities to profitably grow our existing businesses, to add qualitatively to the range of businesses in our portfolio, and to achieve operational synergies. At this time, we cannot guarantee that we will be presented with acquisition opportunities that meet our return-on-investment criteria, or that our efforts to make acquisitions that meet our criteria will be successful.

Revenues increased by $1,720,000 in the nine months ended July 31, 2022, compared to the nine months ended July 31, 2021, primarily due to an increase in games revenue of $1,670,000 driven by the fulfillment of the direct-to-consumer games campaign for Batman Adventures, an increase in retailer exclusive revenue of $1,329,000 related to Sonic the Hedgehog and Transformers, a decrease in sales returns and discounts on book sales of $456,000, an increase in non-direct market publishing revenue of $600,000 driven by strong Teenage Mutant Ninja Turtles: The Last Ronin and They Called Us Enemy sales, and an increase in other revenues of $6,000, partially offset by a decrease in direct market publishing revenue of $1,928,000 due to fewer titles being released during the period, and a decrease in digital sales of $413,000. Sales returns continue to improve compared to prior year due to targeted incentives with accounts to reduce return rates, localization of inventory management at Barnes & Noble, and COVID-19 -related pressures in fiscal 2021. 27

~~Effective March~~The ~~2023,~~COVID-19 ~~our~~pandemic ~~licenses~~has ~~for~~had ~~Transformers and GI~~a ~~Joe titles~~negative ~~will~~impact on beour ~~terminated.~~business ~~While the~~in ~~cancellation of~~past ~~the~~quarters ~~licenses~~with ~~for Transformers and GI~~regard ~~Joe are~~to ~~anticipated~~ issues related to ~~decrease~~increased ~~revenues~~costs byof ~~approximately $1.2 million in~~international ~~fiscal~~printing ~~year~~and ~~2023,~~shipping. ~~IDWP~~In ~~plans~~the tofiscal year ~~mitigate~~2022 through the ~~loss~~first quarter of ~~revenue~~fiscal byyear ~~enhancing~~2023, our ~~other~~business ~~key~~as ~~licensed~~a ~~brands~~whole ~~through~~has ~~new~~not ~~initiatives~~suffered any material adverse consequences from ~~for~~the ~~Star~~pandemic. ~~Trek,~~The ~~Godzilla,~~extent ~~Dungeons~~of &the ~~Dragons,~~impact ~~and~~of Mythe ~~Little~~COVID-19 ~~Pony~~ pandemic and anresulting ~~expansion~~economic ofuncertainty ~~Teenage~~could ~~Mutant~~adversely ~~Ninja~~affect ~~Turtles:~~our ~~The~~liquidity ~~Last~~and ~~Ronin.~~capital Weresources ~~expect~~in ~~these~~the ~~efforts~~future, toand ~~offset~~cash ~~any~~requirements ~~material~~may ~~impact~~fluctuate based on ~~our~~the ~~gross~~timing ~~margin~~and ~~from~~extent ~~the loss~~ of ~~the~~many ~~licensed~~factors ~~titles~~discussed above.

~~During calendar~~Dividends 2021, we began to winddown IDW Games and, going forward, IDW Games is only backfilling already developed games. The decision to shut down games was due to its lack of profitability, despite outliers like Batman Adventures, noted above.

~~Direct cost~~We ofhave ~~revenues.~~never ~~IDWP’s~~declared ~~direct~~or ~~cost~~paid ofany ~~revenues~~cash ~~increased by $140,000 in the three months ended July 31, 2022, compared to~~dividends ~~the~~on ~~three~~our ~~months~~capital ~~ended~~stock. ~~July~~The ~~31,~~Company ~~2021,~~does ~~primarily~~not ~~due~~currently toanticipate anpaying ~~increase~~any incash ~~publishing~~dividends ~~printing costs of $338,000, partially offset by a decrease~~ in ~~printing~~the ~~expenses~~foreseeable ~~and~~future ~~creative costs for IDW Games of $186,000~~ and ais ~~net~~using ~~decrease in other direct costs such as costs of artists and~~cash ~~writers~~flows ofto ~~$12,000.~~invest ~~IDWP’s direct cost of revenues increased by $498,000~~ in the ~~nine~~growth ~~months ended July 31, 2022, compared to the nine months ended July 31, 2021, primarily due to an increase in printing expenses and creative costs for IDW Games~~ of $378,000 and an increase in publishing printing costs of $625,000, offset by a decrease in royalty expenses of $272,000, a decrease in publishing creative costs of $167,000, and a decrease in digital and licensing costs of $66,000. Although costs were recognized for fulfillment of the ~~Batman Adventures game in the current year, future games costs will only be recognized with individual customer orders~~business. ~~Royalty expense as a percentage of sales is dependent on product and title mix as different revenue streams and titles have different royalty rates.~~

~~Gross Margin.~~Item ~~IDWP’s gross margin for the three months ended July 31, 2022 decreased to 44.~~3~~% from 48~~.3% inQuantitative ~~the three months ended July 31, 2021. The decrease is principally due to decreased direct market revenue related to fewer released titles~~ and ~~increased~~Qualitative ~~cost related~~Disclosures toAbout ~~payments~~Market to creators. Gross margin for the nine months ended July 31, 2022 increased to 47.8% from 45.6% in the nine months ended July 31, 2021. The increase is principally due to the recognition of revenue for the fulfillment of the direct-to-consumer games campaign for Batman Adventures and a decrease in royalty expenses as a percentage of revenue.Risks

~~Selling, General~~There ~~and~~is ~~Administrative.~~a ~~IDWP’s~~foreign ~~selling,~~currency ~~general~~exchange ~~and~~risk ~~administrative~~associated with ~~expenses~~IDWE’s ~~increased~~arrangements bywith ~~$280,000~~special-purpose ~~during the three months ended July 31~~entities, ~~2022,~~formed ~~compared~~for to the ~~three~~sole ~~months~~purpose ~~ended~~of ~~July~~providing ~~31,~~production ~~2021.~~services ~~The increase was driven by increases~~ in ~~marketing of $390~~Canada,~~000,~~ ~~salary~~as ~~and~~the ~~benefits~~value of ~~$100,000,~~assets ~~travel~~denominated ~~expenses~~in ~~related~~CAD towill ~~San~~fluctuate ~~Diego~~due ~~Comic Con of $122,000, software costs of $94,000 related~~ to ~~the recently launched website, overhead allocation of $66,000, and other net~~ changes ~~of $48,000, partially offset by decreases~~ in ~~consulting of~~exchange ~~$282~~rates,~~000~~ ~~and~~which ~~severance~~will ofaffect ~~$258,000. The increase in salary and benefits was comprised of an overall increase of $536,000 offset by a $436,000 employee retention credit (“ERC”) as a result of~~ the ~~Coronavirus~~Company’s ~~Aid, Relief and Economic Securities Act (“CARES~~production ~~Act”) recorded as a reduction in payroll tax expense~~costs.

~~IDWP’s selling,~~Foreign ~~general~~Exchange ~~and~~Balances ~~administrative~~Held ~~expenses increased by $679,000 during the nine months ended July 31, 2022, compared to the nine months ended July 31, 2021. The increase was driven by increases~~ in ~~marketing~~CAD of $456,000, software costs of $237,000, shipping and direct-to-consumer costs of $203,000, travel and entertainment expenses of $129,000, overhead allocation of $53,000, and other net changes of $12,000, offset by decreases (in severance of $218,000, consulting expenses of $126,000, and salary and benefits of $67,000. The decrease in salary and benefits was comprised of an overall increase of $369,000 offset by a $436,000 ERC as a result of the CARES act recorded as a reduction in payroll tax expense.thousands)

As a percentage of IDWP’s revenues, selling, general and administrative expenses in the three months ended July 31, 2022, were 52.3% compared to 46.4% in the three months ended July 31, 2021, and 48.4% in the nine months ended July 31, 2022, compared to 49.2% in the nine months ended July 31, 2021.

		January 31, 2023				October 31, 2022
Cash and cash equivalents		$	-			$	170

28Item 4. Control and Procedures

~~IDWE~~Evaluation of Disclosure Controls and Procedures

(in thousands)						Change
Three months ended July 31,	2022		2021			$			%
Revenues	$	1,159	$	-		$	1,159			100	%
Direct cost of revenues		86		305			(219	)		(71.8	)%
Selling, general and administrative		1,017		1,528			(511	)		(33.4	)%
Depreciation and amortization		8		9			(1	)		nm
Income (loss) from operations	$	48	$	(1,842	)	$	1,890			102.6	%

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2023 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our CEO and CFO have concluded that, as of January 31, 2023 our disclosure controls and procedures were effective.

(in thousands)						Change
Nine months ended July 31,	2022		2021			$			%
Revenues	$	5,479	$	6,916		$	(1,437	)		(20.8	)%
Direct cost of revenues		1,609		7,757			(6,148	)		(79.3	)%
Selling, general and administrative		3,501		4,310			(809	)		(18.8	)%
Depreciation and amortization		26		27			(1	)		nm
Income (loss) from operations	$	343	$	(5,178	)	$	5,521			106.6	%

Changes in Internal Control over Financial Reporting

~~nm—not meaningful~~There were no significant changes made in the Company’s internal control over financial reporting during the quarter ended January 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Revenues. IDWE revenues for the three months ended July 31, 2022, increased by $1,159,000 compared to the three months ended July 31, 2021. Revenues for the three months ended July 31, 2022, include revenues from the full delivery of Surfside Girls of $1,149,000 and revenue from two optioned projects of $10,000.28

~~IDWE~~Part ~~revenues for the nine months ended July 31, 2022, decreased by $1,437,000 compared to the nine months ended July 31, 2021~~II. ~~Revenues~~OTHER in the nine months ended July 31, 2022, included revenue recognized due to the full delivery of Locke & Key season two in an amount of $4,200,000, revenue from the full delivery of Surfside Girls of $1,149,000, the French-Canadian license received for V Wars of $119,000, and revenue from two optioned projects of $10,000. In the nine months ended July 31, 2021, revenues included recognition from delivered episodes from Wynonna Earp of $3,433,000, tax credits for V Wars and October Faction of $3,331,000, foreign receipts from Dirk Gently of $114,000 and other income of $37,000.INFORMATION

~~Direct costs~~Item ~~of revenues~~1. ~~Direct~~Legal cost of revenues consists primarily of the amortization of production costs that were capitalized during the production of the television episodes and direct costs related to revenue recognized during related periods.Proceedings

Direct costs of revenues for the three months ended July 31, 2022, decreased by $219,000 compared to the three months ended July 31, 2021. The amortized television costs for the three months ended July 31, 2022, included full delivery of Surfside Girls of $100,000, executive producing fees of $200,000, inventory write offs of $87,000, residuals of $76,000, and agency commission fees of $5,000, offset by cost recoupment from Wynonna Earp of $382,000. The amortized television costs for the three months ended July 31, 2021, included cost refinements from Wynonna Earp of $305,000.None

~~Direct costs~~Item of1A ~~revenues~~Risk for the nine months ended July 31, 2022, decreased by $6,148,000 compared to the nine months ended July 31, 2021. The amortized television costs for the nine months ended July 31, 2022, consisted of delivered episodes from Locke & Key season 2 of $999,000, full delivery of Surfside Girls of $100,000, executive producing fees of $200,000, cost refinement from October Faction and V Wars of $78,000, inventory write offs of $242,000, residuals of $367,000, and agency commission fees of $5,000, offset by cost recoupment from Wynonna Earp of $382,000. The amortized television costs for the nine months ended July 31, 2021, included delivered episodes of Wynonna Earp of $4,924,000, impairment charges of $2,065,000, cost refinements from October Faction and V Wars of $728,000, and other costs of $40,000.Factors

~~IDWE’s gross~~There ~~margin~~have ~~for~~been ~~the~~no ~~three~~material ~~months~~changes ~~ended July 31, 2022, was 92.6% compared~~ to 0%the ~~for~~Risk ~~the~~Factors ~~three~~set ~~months~~forth ~~ended~~in our ~~July~~Annual ~~31,~~Report ~~2021.~~on ~~IDWE’s gross~~Form ~~margin~~10-K for the ~~nine~~fiscal ~~months~~year ended ~~July~~October 31, 2022, ~~was~~except ~~70.6%~~as ~~compared to negative 12.2% for the nine months ended July 31, 2021. These gross margin figures are aligned with the explanations provided for revenues and direct costs of revenues.~~follows:

~~Selling, General~~The ~~and~~collapse ~~Administrative. Selling,~~of ~~general~~certain ~~and administrative expenses decreased by $511,000 during the three months ended July 31, 2022, compared to the three months ended July 31, 2021~~U.S. ~~The~~banks ~~decrease was driven by decreases in salary~~ and ~~benefits~~potentially ofother ~~$333,000,~~financial ~~consulting~~institutions ~~expenses~~may ofhave ~~$117,000,~~adverse ~~recruitment~~impacts ~~fees~~on ofcertain ~~$64,000, overhead allocations~~ of ~~$25,000,~~our ~~and~~vendors ~~other net changes of $25,000, offset by increases in non-cash compensation of $53,000. The decrease in salary~~ and ~~benefits~~customers ~~included~~or aour ~~$87,000~~ability ~~ERC~~to asaccess apayments ~~result~~from ofcertain ~~the CARES~~customers ~~act~~which ~~recorded~~could asnegatively aimpact ~~reduction~~our inoperations ~~payroll~~and ~~tax~~financial ~~expense~~condition.

~~Selling, general~~On ~~and~~March ~~administrative expenses decreased by $809~~10,~~000~~ ~~during the nine months ended July 31~~2023, ~~2022,~~Silicon ~~compared~~Valley toBank ~~the~~(“SVB”) ~~nine~~was ~~months ended~~shut ~~July 31~~down, ~~2021.~~followed ~~The~~on ~~decrease~~March ~~was~~11, ~~driven~~2023 by ~~decreases~~Signature inBank ~~consulting~~and ~~costs~~the ofFederal ~~$396,000,~~Deposit ~~legal~~Insurance ~~fees~~Corporation of(“FDIC”) ~~$162,000,~~was ~~marketing~~appointed ~~of $107,000, salary~~as ~~and~~receiver ~~benefits~~for ofthose ~~$349,000,~~banks. ~~recruitment~~Since ~~fees~~that ~~of $154~~time,~~000,~~ ~~professional~~there ~~services~~have been reports of ~~$75,000~~instability ~~and~~at other ~~net~~U.S. ~~changes~~banks, ofincluding ~~$68,000,~~First ~~offset~~Republic. byThe Company ~~increases~~maintains inan ~~overhead~~account ~~allocation~~at ofFirst ~~$357,000,~~Republic and ~~non-cash~~certain ~~compensation~~customers ofmake ~~$145,000.~~payments ~~The~~to ~~decrease~~the inCompany ~~salary~~via ~~and~~that ~~benefits included a $87~~account,~~000 ERC~~ asalthough athe ~~result~~Company ofdoes not ~~the~~generally ~~CARES~~maintain ~~act~~significant ~~recorded~~deposits asin athat ~~reduction~~account inbeyond ~~payroll~~the ~~tax~~short ~~expense~~term.

29If First Republic were to fail, we may not be able to access the payments made by those of our customers who make payments via that account on a timely basis, if at all.

AsDespite the steps taken to date by U.S. agencies to protect depositors, athe ~~percentage~~follow-on effects of ~~IDWE’s~~the ~~revenues,~~events ~~selling,~~surrounding ~~general~~the SVB and ~~administrative~~Signature ~~expenses~~Bank infailures ~~the~~and ~~three~~pressure ~~months~~on ~~ended~~other ~~July~~banks ~~31,~~are ~~2022~~unknown, ~~was~~could ~~87.7%~~include ~~and~~failures ~~63.9%~~of inother ~~the~~financial ~~nine~~institutions ~~months~~to ~~ended~~which ~~July~~we 31face direct or more significant exposure, ~~2022~~and ~~compared~~may lead to ~~62.3%~~significant indisruptions to ~~the~~our ~~nine~~operations, ~~months~~financial ~~ended~~position, ~~July~~and 31reputation. The extent of such impacts is uncertain, ~~2021~~and there may be additional risks that we have not yet identified. We ~~IDWE~~are ~~recognized~~taking $0steps ~~revenue~~to identify any potential impact and minimize any disruptions to our operations. in However, we cannot guarantee that we will be able to avoid negative consequences directly or indirectly from the ~~three~~foregoing ~~months~~events or ~~ended~~other ~~July~~impacts ~~31,~~on ~~2021~~U.S. financial institutions.

~~IDWMH~~Item 1B. Unresolved Staff Comments.

(in thousands)							Change
Three months ended July 31,	2022			2021			$			%
Selling, general and administrative	$	230		$	313		$	(83	)		(26.5	)%
Depreciation and amortization		2			1			1			nm
Loss from operations	$	(232	)	$	(314	)	$	82			26.1	%

None

(in thousands)							Change
Nine months ended July 31,	2022			2021			$			%
Selling, general and administrative	$	1,025		$	778		$	247			31.7	%
Depreciation and amortization		7			4			3			nm
Loss from operations	$	(1,032	)	$	(782	)	$	(250	)		(32.0	)%

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~nm—not meaningful~~None

~~Selling, General~~Item ~~and Administrative~~3. ~~Selling,~~ ~~general~~Defaults ~~and~~upon ~~administrative~~Senior expenses decreased by $83,000 during the three months ended July 31, 2022, compared to the three months ended July 31, 2021. The decrease was driven by decreases in salary and benefits of $105,000, consulting expense of $15,000, and other net changes of $9,000, offset by an increase in non-cash compensation of $33,000 and shareholder relation fees of $13,000. The decrease in salary and benefits included a $42,000 ERC as a result of the CARES act recorded as a reduction in payroll tax expense.Securities

Selling, general and administrative expenses increased by $247,000 during the nine months ended July 31, 2022, compared to the nine months ended July 31, 2021. The increase was driven by increases in salary and benefits of $228,000 and shareholder relation fees of $76,000, offset by decreases in legal fees of $45,000, and other net changes of $12,000. The increase in salary and benefits was comprised of an overall increase of $270,000 offset by a $42,000 ERC as a result of the CARES act recorded as a reduction in payroll tax expense.None

~~Consolidated net~~Item ~~loss~~4. ~~IDW~~Mine ~~Media~~Safety ~~Holdings, Inc.~~ Disclosures

(in thousands)							Change
Three months ended July 31,	2022			2021			$			%
Loss from continuing operations	$	(768	)	$	(2,082	)	$	1,314		63.1	%
Interest expense, net		-			(13	)		13		nm
Other (expense) income, net		(69	)		1,154			(1,223	)	(106.0	)%
Net loss from continuing operations		(837	)		(941	)		104		11.1	%
Net loss	$	(837	)	$	(941	)	$	104		11.1	%

Not applicable

(in thousands)							Change
Nine months ended July 31,	2022			2021			$			%
Loss from continuing operations	$	(1,028	)	$	(6,768	)	$	5,740		84.8	%
Interest (expense) income, net		(10	)		128			(138	)	(107.8	)%
Other (expense) income, net		(63	)		1,141			(1,204	)	(105.5	)%
Net loss from continuing operations		(1,101	)		(5,499	)		4,398		80.0	%
Loss from discontinued operations, net		-			(1,280	)		1,280		100.0	%
Gain on sale of discontinued operations		-			2,123			(2,123	)	(100.0	)%
Net loss	$	(1,101	)	$	(4,656	)	$	3,555		76.4	%

Item 5. Other Information

30None

~~nm—not meaningful~~29

~~Loss from~~Item ~~operations~~6. Loss from operations decreased by $1,314,000 in the three months ended July 31, 2022, compared to the three months ended July 31, 2021, due to increased operating income from IDWE of $1,890,000 and a decrease in corporate overhead of $82,000, offset by increased operating losses from IDWP of $658,000. These changes are more fully described in the separate segment analyses above.Exhibits

Loss from operations decreased by $5,740,000 in the nine months ended July 31, 2022, compared to a loss from operations in the nine months ended July 31, 2021, due to increased operating income from IDWE of $5,521,000 and a decrease in operating loss from DWP of $469,000, offset by an increase in corporate overhead of $250,000. These changes are more fully described in the separate segment analyses above.

Exhibit No.		Description of Exhibit
31.01*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.02*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Interest (expense)~~* ~~income,~~Filed ~~net~~herewith. Interest income decreased by $138,000 in the nine months ended July 31, 2022, compared to the nine months ended July 31, 2021 due to interest income from CRA tax credits received in the nine months ended July 31, 2021.

Other (expense) income, net. Other income decreased by $1,223,000 in the three months ended July 31, 2022, compared to the three months ended July 31, 2021 and by $1,204,000 in the nine months ended July 31, 2022, compared to the nine months ended July 31, 2021 due to PPP loan forgiveness received in the nine months ended July 31, 2021.30

Loss from discontinued operations, net. Loss from discontinued operations was $0 for the nine months ended July 31, 2022, compared a loss of $1,280,000 for the nine months ended July 31, 2021, respectively, due to the sale of CTM which resulted in CTM no longer being consolidated with the Company as of February 15, 2021.SIGNATURES

~~Gain on~~Pursuant ~~sale~~to ofthe ~~discontinued~~requirements ~~operations~~of ~~decreased by $2,132,000 in~~ the ~~nine~~Securities ~~months~~Exchange ~~ended~~Act ~~July~~of 311934, the ~~2022~~Registrant ~~compared~~has toduly ~~the~~caused ~~nine~~this ~~months~~report ~~ended July~~to ~~31,~~be ~~2021,~~signed ason aits ~~result~~behalf ofby the ~~sale~~undersigned ofthereunto ~~CTM~~duly authorized.

Liquidity and Capital Resources

	IDW Media Holdings, Inc.

Date: March 15, 2023	By:	/s/ Allan I. Grafman
	Name:	Allan I. Grafman
	Title:	Chief Executive Officer

Date: March 15, 2023	By:	/s/ Brooke T. Feinstein
	Name:	Brooke T. Feinstein
	Title:	Chief Financial Officer

~~General~~31

At ~~July~~ 323 0.15 0.15 12858000 12932000 false --10-31, Q1 0001463833 0001463833 2022~~, we had cash and cash equivalents of $~~-11-01 2023-01-31 0001463833 us-gaap:CommonClassBMember 2023-03-15 0001463833 us-gaap:CommonClassCMember 2023-03-15 0001463833 2023-01-31 0001463833 2022-10~~,249,000 and working capital (current assets in excess of current liabilities)~~-31 ~~of $18,108,000.~~ 0001463833 us-gaap:CommonClassBMember 2023-01-31 0001463833 us-gaap:CommonClassBMember 2022-10-31 0001463833 us-gaap:CommonClassCMember 2023-01-31 0001463833 us-gaap:CommonClassCMember 2022-10-31 0001463833 2021-11-01 2022-01-31 0001463833 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-10-31 0001463833 us-gaap:CommonClassCMember us-gaap:CommonStockMember 2022-10-31 0001463833 us-gaap:AdditionalPaidInCapitalMember 2022-10-31 0001463833 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-10-31 0001463833 us-gaap:RetainedEarningsMember 2022-10-31 0001463833 us-gaap:TreasuryStockMember 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We anticipate that our expected cash inflows from operations during the next twelve months together with our working capital, including the balance of cash and cash equivalents held as of July 31, 2022, which includes proceeds from the offering closed on August 6, 2021, will be sufficient to sustain our operations for at least the next twelve months following the date of this report.

We satisfy our cash requirements primarily through cash provided by the Company’s operating and financing activities.

	Nine months ended July 31,
(in thousands)	2022			2021
Cash flows used in:
Operating activities	$	(6,501	)	$	11,720
Investing activities		(782	)		(1,030	)
Financing activities		-			(12,983	)
Effect of exchange rate changes on cash and cash equivalents		-			39
Net decrease in cash and cash equivalents	$	(7,283	)	$	(2,254	)

Operating Activities

Cash flows used in operating activities was $6,501,000 for the nine months ended July 31, 2022, and cash flows provided by operating activities was $11,720,000 for the nine months ended July 31, 2021. For the nine months ended July 31, 2022, the net use of cash is primarily a result of a net loss for the period and unfavorable changes in trade accounts receivable, inventory, prepaid expenses and other assets, production costs payable, and deferred revenues, offset by favorable non-cash adjustments to net loss. For the nine months ended July 31, 2021, the net cash provided was primarily a result of favorable changes in trade accounts receivable, inventory, television costs, and production costs payable, offset by a net loss in the period, unfavorable changes in prepaid expenses, and unfavorable adjustments for the gain on sale of CTM and gain on extinguishment of a PPP loan.

Investing Activities

Our capital expenditures were approximately $782,000 and $128,000 in the nine months ended July 31, 2022, and 2021, respectively. The nine months ended July 31, 2021 also included an unfavorable adjustment of $902,000 related to the disposal of CTM.

Financing Activities

During the nine months ended July 31, 2021, IDW repaid bank loans in the amount of $14,204,000, offset by cash received for PPP loans of $1,196,000 and issuance of common stock for $25,000.

Critical Accounting Policies

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require application of management’s most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting policies include those related to the allowance for doubtful accounts, goodwill, valuation of long-lived assets including intangible assets with finite useful lives and ultimate revenues for television costs. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. See Note 1 to the consolidated financial statements included in our 2021 Form 10-K.

Recent Accounting Pronouncements

For a description of recently issued accounting pronouncements, including the respective dates of adoption and expected effects on our results of operations and financial condition, see Note 1 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Changes in Trade Accounts Receivables and Allowance for Doubtful Accounts

Trade accounts receivable increased to approximately $7,086,000 at July 31, 2022, compared to $5,431,000 at October 31, 2021 principally due to changes in the accruals and of IDWE revenue, as well as the timing of receipts of payments of other receivable balances. The allowance for doubtful accounts as a percentage of gross trade accounts receivable was 0% at July 31, 2022 and at October 31, 2021, reflecting our collectible receivable experience.

Off- Balance Sheet Arrangements

We do not have any “off-balance sheet arrangements,” as defined in relevant SEC regulations that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Other Sources and Uses of Resources

On August 6, 2021, IDWMH closed a registered public offering of Class B common stock and EF Hutton, as representative of the Underwriters exercised the overallotment option included as part of the offering in full. The Company sold an aggregate of 2,875,000 shares of the Company’s Class B common stock for gross consideration of $10,350,000 less Underwriters commissions of $724,500 and Underwriters expenses of $75,000.

The Company is using the net proceeds we received from the offering principally for the development of original IP and the purchase of associated publishing, media, and merchandise rights to be used across multiple platforms (e.g., print, television, new media) as well as supplemental IP acquisition and marketing spend for these newly created IP franchises, and additionally for technology investment for our website, applications, data and business intelligence; talent investment as we look to expand our kids, middle grade, young adult, and family genres, and to further diversify into animation. The Company also seeks to pursue potential acqui-hire and/or bolt-on mergers and acquisition opportunities, should such opportunities arise.

We do not have any agreements at this time to potentially acquire other entities or businesses. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. However, the nature, amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management has and will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

Where appropriate, we evaluate strategic investments and acquisitions to complement, expand, and/or enter into new businesses. In considering acquisitions and investments, we search for opportunities to profitably grow our existing businesses, to add qualitatively to the range of businesses in our portfolio and to achieve operational synergies. At this time, we cannot guarantee that we will be presented with acquisition opportunities that meet our return-on-investment criteria, or that our efforts to make acquisitions that meet our criteria will be successful.

The COVID-19 pandemic has had a negative impact on our business in past quarters with regard to (a) temporary closure of IDWP’s comic book distributor due to COVID-19 disruptions, and (b) production delays of IDWE’s television show Wynonna Earp. Through the first three quarters of fiscal 2022, our business as a whole has not suffered any material adverse consequences. The extent of the impact of the COVID-19 pandemic and resulting economic uncertainty could adversely affect our liquidity and capital resources in the future, and cash requirements may fluctuate based on the timing and extent of many factors discussed above.

In the fourth quarter of fiscal 2020 we paid “pull down” costs pursuant to a previously announced, multi-year agreement with Cineflix related to international sales of Wynonna Earp. Specifically, under this agreement, IDWE purchased the distribution rights to seasons one and two of Wynonna Earp from the current licensor (Netflix) and had agreed to transfer those rights to Cineflix. Cineflix is now the international distributor of all four seasons of Wynonna Earp. Due to changes in competition as well as the COVID-19 pandemic, the Cineflix deal did not contribute revenue and operating cash flow in fiscal year 2021 at the levels originally anticipated at the inception of the deal, however in the third quarter of 2022 we began recouping some of our cash outlays.

Dividends

In light of the current growth initiatives of the Company, particularly the television property development of IDWE, the Board of Directors determined to continue the suspension of the payment of cash dividends. Projects that have already been approved and commenced are placing demands on the Company’s resources, and management and the Board determined that it was in the best interests of the stockholders to utilize available cash resources for investment in these promising and exciting growth opportunities. This position may continue depending on the timing of projects, the cash generation of the Company’s operations and any financing that the Company may consummate. Decisions as to the payment of dividends in future periods will depend on the financial position, results of operations, prospects and current and projected competing demands for cash resources at the relevant time. The Company continues its position of prudent and conservative cash management and is committed to using all of its resources to maximize shareholder value, balancing short, medium, and long-term interests.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

There is a foreign currency exchange risk associated with IDWE’s arrangements with special-purpose entities, formed for the sole purpose of providing production services in Canada, as the value of assets denominated in CAD will fluctuate due to changes in exchange rates, which will affect our production costs.

Foreign Exchange Balances Held in CAD (in thousands)		July 31, 2022				October 31, 2021
Cash and cash equivalents		$	93			$	85

Item 4. Control and Procedures

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and procedures as of July 31, 2022 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our CEO and CFO have concluded that, as of July 31, 2022 our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting that occurred during the quarter ended July 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A Risk Factors

There have been no material changes to the Risk Factors set forth in our Annual Report on Form 10-K for the fiscal year ended October 31, 2021.

Item 1B. Unresolved Staff Comments.

None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed or furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IDW Media Holdings, Inc.
Date: September 14, 2022	By:	/s/ Allan I. Grafman
	Name:	Allan I. Grafman
	Title:	Chief Executive Officer
Date: September 14, 2022	By:	/s/ Brooke T. Feinstein
	Name:	Brooke T. Feinstein
	Title:	Chief Financial Officer

433-6670 323 53410000000 The parent company, IDW Media Holdings, reported net income in the three and nine months ended July 31, 2021 as a result of PPP loan forgiveness and the sale of CTM. 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Filing Compare · IDW MEDIA HOLDINGS, INC.