# Paradium.AI, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Paradium.AI, Inc.](/companies/paai.md) (CIK 894871)
- Form: 10-Q
- Filed: 2025-05-15
- Accepted by EDGAR: May 15, 2025, 16:05 ET
- Period: 2025-03-31
- Accession: 0001641172-25-010882
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/894871/000164117225010882/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/894871/000164117225010882/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $31.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $16.1m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-01-01 to 2025-03-31 | $15.7m | us-gaap:GrossProfit |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | $7.4m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-01-01 to 2025-03-31 | $3.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $286.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $4.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.08 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.08 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 47,466,658 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $3.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2025-03-31 | $2.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $39.1m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $114.6m | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $119.8m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $240.6m | us-gaap:Liabilities |
| Long-term debt | at 2025-03-31 | $110.5m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2025-03-31 | −$126.1m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 37,678 characters.

*The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2025 and* 2024 *should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 included in the Annual Report on Form 10-K filed with the SEC on April 15, 2025. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Forward-Looking Statements.”*

### Overview

The Arena Group Holdings, Inc. (the “Company,” “Arena Group,” “we,” “our,” or “us”), is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media platform (the “Platform”) empowering publishers who impact, inform, educate, and entertain. Our strategy is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports & leisure, lifestyle, and finance) where we can leverage the strength of our core brands to grow our audience and increase monetization both within our core brands as well as for our media publisher partners (each, a “Publisher Partner”). Our focus is on leveraging our Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of our users, our advertiser clients, and our greater than 20 owned and operated properties as well as properties we run on behalf of independent Publisher Partners. We own and operate Athlon Sports, TheStreet, The Spun, Parade, Men’s Journal, HubPages, Men’s Fitness, Autoblog, and Adventure Network, and also power more than 150 independent Publisher Partners.

Each Publisher Partner joins the Platform by invitation only with the objective of improving our position in key verticals while optimizing the performance of the Publisher Partner. Publisher Partners incur the costs in content creation on their respective channels and receive a share of the revenue associated with their content. Because of the state-of-the-art technology and large scale of the Platform and our expertise in search engine optimization, social media, ad monetization and subscription marketing, Publisher Partners continually benefit from our ongoing technological advances and audience development expertise. While the Publisher Partners benefit from these critical performance improvements, they may also save substantial technology, infrastructure, advertising sales, member marketing and management costs. While the Publisher Partners benefit from these critical performance improvements, they may also save substantial technology, infrastructure, advertising sales, member marketing and management costs. Additionally, we believe the lead brands within our verticals create a halo benefit for all Publisher Partners while each of them adds to the breadth and quality of content.

Of the more than 150 Publisher Partners, a majority of them publish content which aligns with one of our four verticals (sports &leisure, finance, lifestyle and platform), and oversee an online community for their respective sites, leveraging our Platform, monetization operation, distribution channels and data and analytics offerings, and benefiting from our ability to engage the collective audiences within a single network. Generally, Publisher Partners are independently owned, strategic partners who receive a share of revenue from the interaction with their content. Audiences expand and advertising revenue may improve due to the scale we have achieved by combining all Publisher Partners into a single platform and a large and experienced sales organization. They also benefit from our membership marketing and management systems, which we believe will enhance their revenue.

### Recent Developments

On May 12, 2025, we entered into a Membership Purchase Agreement to purchase 100% of membership interests of TravelHost LLC from Simplify, a related party, for a purchase price of $1.0 million. In addition to the acquisition of the membership interests, the acquisition also included an assignment of certain contracts from Bridge Media Networks, LLC, an affiliate of Simplify. The transaction was approved by the Audit Committee of the Board of Directors of the Company consisting solely of independent directors.

### Impact of Macroeconomic Conditions

Uncertainty in the global economy presents significant risks to our business. Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on our business. While we are closely monitoring the impact of the current macroeconomic conditions on all aspects of our business, the ultimate extent of the impact on our business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of our control and could exist for an extended period of time. As a result, we are subject to continuing risks and uncertainties. For additional information, see the sections titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 15, 2025 and in this Quarterly Report.

### Key Operating Metrics

Our key operating metrics are:

- Revenue per page view (“RPM”) – represents the advertising revenue earned per 1,000 pageviews. It is calculated as our advertising revenue during a period divided by our total page views during that period and multiplied by $1,000; and
- Monthly average pageviews – represents the total number of pageviews in a given month or the average of each month’s pageviews in a fiscal quarter or year, which is calculated as the total number of page views recorded in a quarter or year divided by three months or 12 months, respectively.

We monitor and review our key operating metrics as we believe that these metrics are relevant for our industry and specifically to us and to understanding our business. Moreover, they form the basis for trends informing certain predictions related to our financial condition. Our key operating metrics focus primarily on our digital advertising revenue, which is our most significant revenue stream. As indicated in the Results of Operations section below, for the three months ended March 31, 2025, digital advertising revenue decreased by approximately 4%, as compared to the same period in fiscal 2024. Management monitors and reviews these metrics because such metrics are readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital advertising revenue and our overall business. We consider only those key operating metrics described here to be material to our financial condition, results of operations and future prospects.

For pricing indicators, we focus on RPM as it is the pricing metric most closely aligned with monthly average pageviews. RPM is an indicator of yield and pricing driven by both advertising density and demand from our advertisers.

Monthly average pageviews are measured across all properties hosted on the Platform and provide us with insight into volume, engagement and effective page management and are therefore our primary measure of traffic. We utilize a third-party source, Google Analytics, to confirm this traffic data.

As described above, these key operating metrics are critical for management as they provide insights into our digital advertising revenue generation and overall business performance. This information also provides feedback on the content on our website and its ability to attract and engage users, which allows us to make strategic business decisions designed to drive more users to read or view more of our content and generate higher advertising revenue across all properties hosted on the Platform.

For the three months ended March 31, 2025 and 2024, our RPM was $22.21 and $18.56, respectively. The 20% increase in RPM reflects an increase in video advertising as a percentage of total digital advertising as digital video advertising is sold at a significantly higher price than digital display advertising. For the three months ended March 31, 2025 and 2024, our monthly average pageviews were 327,510,084 and 286,009,299 respectively. The 15% increase in monthly average pageviews is primarily driven by upside in traffic and audience.

All dollar figures presented below are in thousands unless otherwise stated.

### Liquidity and Capital Resources

### Going Concern

Our accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Our condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

For the three months ended March 31, 2025, we had net income from continuing operations of $3,997, and as of March 31, 2025, had cash on hand of $2,902 and a working capital deficit of $80,622. Management has evaluated our working capital deficit and historical losses to determine if the significance of those conditions or events would limit our ability to meet our obligations when due, including under the Simplify Loan and Term Debt (as defined in our accompanying condensed consolidated financial statement in Notes 8 and 9). In its evaluation, management determined that substantial doubt exists about our ability to continue as a going concern for a one-year period following the financial statement issuance date due our historical losses and working capital deficit.

Our financial results have improved in recent periods due to headcount and consulting spend reductions. In addition, we are planning to continue improving monthly financial performance through the reduction of costs and monthly cash requirements, maintain compliance with the terms of all outstanding debt agreements, and take actions to resolve current and potential future liabilities to alleviate the conditions that raise substantial doubt about our ability to continue as a going concern, such as resolving pending litigation. However, there can be no assurance that we will be able to execute these plans. If we are unable to execute these plans, it could lead to selling assets and further reducing costs and cash requirements.

### Cash and Working Capital Facility

As of March 31, 2025, our principal sources of liquidity consisted of cash of $2,902 and accounts receivable from continuing operations, net of our allowance for credit losses, of $31,561. In addition, as of March 31, 2025, we had $42,849 available for additional use under our working capital loan with Simplify. As of March 31, 2025, the outstanding balance of the Simplify working capital loan was $7,151. Our cash balance as of the issuance date of our accompanying condensed consolidated financial statements is $2,869.

### Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

### Material Contractual Obligations

We have material contractual obligations that arise in the normal course of business primarily consisting of employment contracts, consulting agreements, leases, liquidated damages, debt and related interest payments. Purchase obligations consist of contracts primarily related to merchandise, equipment, and third party services, the majority of which are due in the next 12 months. See Note 4, *Leases*, Note 6, *Liquidated Damages Payable*, and Note 8, *Simplify Loan* and Note 9, *Term Debt*, in our accompanying condensed consolidated financial statements for amounts outstanding as of March 31, 2025, related to other material contractual obligations.

### Discontinued Operations

In connection with our discontinued operations from the discontinuance of the Sports Illustrated media business, we recorded the termination fee liability of $45,000 and recognized a loss on impairment of assets of $39,391 for the three months ended March 31, 2024. As a result of this discontinuance, our total liabilities from the discontinued operations were $96,056 as of March 31, 2025.

Income (loss) from our discontinued operations, net of tax, was $23 and ($90,638) for the three months ended March 31, 2025 and 2024, respectively.

Further details are provided in our accompanying condensed consolidated financial statements in Note 2, *Discontinued Operations*, related to our discontinued operations and Note 18, *Subsequent Events*, regarding the settlement of an action filed by ABG Group against the Company and Manoj Bhargava on April 1, 2024.

### Working Capital Deficit

We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital deficit as of March 31, 2025 and December 31, 2024 was as follows:

|  | As of March 31, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Current assets | $39,145 | $40,234 |
| Current liabilities | (119,767) | (122,256) |
| Working capital deficit | $(80,622) | $(82,022) |

As of March 31, 2025, we had a working capital deficit of $80,622, as compared to $82,022 as of December 31, 2024, consisting of $39,145 in total current assets and $119,767 in total current liabilities. As of December 31, 2024, our working capital deficit consisted of $40,234 in total current assets and $122,256 in total current liabilities.

Our cash flows for the three months ended March 31, 2025 and 2024 consisted of the following:

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash provided by/used in operating activities | $3,662 | $(1,965) |
| Net cash used in investing activities | (1,618) | (713) |
| Net cash used in financing activities | (3,504) | (2,603) |
| Net decrease in cash and cash equivalents | $(1,460) | $(5,281) |
| Cash and cash equivalents, end of period | $2,902 | $4,003 |

For the three months ended March 31, 2025, net cash provided by operating activities was $3,662, consisting primarily of $30,272 of cash received from customers, offset by $23,637 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $2,973 of cash paid for interest. For the three months ended March 31, 2024, net cash used in operating activities was $1,965, consisting primarily of $57,633 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $964 of cash paid for interest, offset by $56,632 of cash received from customers.

For the three months ended March 31, 2025, net cash used in investing activities consisted of $1,618 for capitalized costs for our Platform. For the three months ended March 31, 2024, net cash used in investing activities was $713 consisting of capitalized costs for our Platform.

For the three months ended March 31, 2025, net cash used in financing activities was $3,504, consisting of (i) $4 for tax payments relating to the withholding of shares of common stock for certain employees, and (ii) $3,500 for repayments of the Simplify Loan. For the three months ended March 31, 2024, net cash used in financing activities was $2,603, consisting of (i) $2,263 for the payment of the Fexy put option, (ii) $19,609 from repayment of our line of credit with SLR Digital Finance LLC (“SLR”) and (iii) $479 for tax payments relating to the withholding of shares of common stock for certain employees, less (iv) $12,000 in net proceeds from the common stock private placement, and (v) $7,748 in net proceeds from our working capital loan with Simplify.

### Results of Continuing Operations

#### Three Months Ended March 31, 2025 and 2024

|  | Three Months March 31, 2025 | 2024 | 2025 versus 2024 $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| **Revenue** | $31,815 | $28,941 | $2,874 | 9.9% |
| Cost of revenue | 16,146 | 20,008 | (3,862) | -19.3% |
| Gross profit | 15,669 | 8,933 | 6,736 | 75.4% |
| **Operating expenses** |  |  |  |  |
| Selling and marketing | 2,134 | 4,564 | (2,430) | -53.2% |
| General and administrative | 5,283 | 10,135 | (4,852) | -47.9% |
| Depreciation and amortization | 890 | 987 | (97) | -9.8% |
| Loss on disposition of assets | - | 1,198 | (1,198) | -100.0% |
| Total operating expenses | 8,307 | 16,884 | (8,577) | -50.8% |
| Income (loss) from operations | 7,362 | (7,951) | 15,313 | -192.6% |
| Total other expenses | (3,079) | (4,728) | 1,649 | -34.9% |
| Income (loss) before income taxes | 4,283 | (12,679) | 16,962 | -133.8% |
| Income taxes | (286) | (41) | (245) | -597.6% |
| Net income (loss) from continuing operations | 3,997 | (12,720) | 16,717 | -131.4% |
| Net income (loss) from discontinued operations, net of tax | 23 | (90,638) | 90,661 | -100.0% |
| **Net income (loss)** | $4,020 | $(103,358) | $107,378 | -103.9% |

For the three months ended March 31, 2025, the net income from continuing operations improved $16,717 to $3,997, as compared to our prior period net loss of $12,720. This improvement was primarily due to a $8,577 decrease in operating expenses as a result of headcount and consulting spend reductions.

### Revenue

The following table sets forth revenue, cost of revenue, and gross profit:

|  | Three Months Ended March 31, 2025 | 2024 | 2025 versus 2024 $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| **Revenue** | $31,815 | $28,941 | $2,874 | 9.9% |
| Cost of revenue | 16,146 | 20,008 | (3,862) | -19.3% |
| Gross profit | $15,669 | $8,933 | $6,736 | 75.4% |

For the three months ended March 31, 2025, we had gross profit of $15,669, as compared to $8,933 for the three months ended March 31, 2024, an increase of $6,736. Gross profit percentage for the three months ended March 31, 2025 was 49.3%, as compared to 30.9% for the three months ended March 31, 2024.

The increase in gross profit percentage was driven by a higher mix of revenue from video advertising as a percentage of total digital advertising, as digital video advertising is sold at a significantly higher price than digital display advertising in combination with headcount and consulting spend reductions.

The following table sets forth revenue by category:

| Digital revenue: | Three Months Ended March 31, 2025 | 2024 | 2025 versus 2024 $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Digital advertising | $21,817 | $22,748 | $(931) | -4.1% |
| Digital subscriptions | 1,671 | 2,334 | (663) | -28.4% |
| Publisher revenue | 3,104 | 2,103 | 1,001 | 47.6% |
| Performance Marketing | 4,790 | 672 | 4,118 | 612.8% |
| Other digital revenue | 226 | 811 | (585) | -72.1% |
| Total digital revenue | 31,608 | 28,668 | 2,940 | 10.3% |
| Print revenue | 207 | 273 | (66) | -24.2% |
| Total revenue | $31,815 | $28,941 | $2,874 | 9.9% |

For the three months ended March 31, 2025, total revenue increased $2,874, or a 9.9% increase, to $31,815 from $28,941 for the three months ended March 31, 2024.

There was a 10.3% increase in digital revenue from $28,668 for the three months ended March 31, 2024 to $31,608 for the three months ended March 31, 2025. The primary drivers of the increase include an increase in performance marketing revenue of $4,118 due to growth of our affiliate partner network and expansion of the performance marketing model across our portfolio and an increase in publisher revenue of $1,001. These increases were partially offset by a $931 decrease in our digital advertising revenue driven primarily by the cessation of publishing of FanNation sites in early 2024, a decrease in our digital subscriptions of $663 due to a decline in subscribers, and a decrease in other digital revenue of $585. The reflected decrease in print revenue of $66 was due primarily to the shutdown of the Athlon Outdoor print operations.

### Cost of Revenue

The following table sets forth cost of revenue by category:

|  | Three Months Ended March 31, 2025 | 2024 | 2025 versus 2024 $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| External cost of content | $4,095 | $6,357 | $(2,262) | -35.6% |
| Internal cost of content | 6,995 | 7,176 | (181) | -2.5% |
| Technology costs | 3,601 | 4,654 | (1,053) | -22.6% |
| Printing, distribution and fulfillment costs | 177 | 244 | (67) | -27.5% |
| Amortization of developed technology and platform development | 1,276 | 1,549 | (273) | -17.6% |
| Other | 2 | 28 | (26) | -92.9% |
| Total cost of revenue | $16,146 | $20,008 | $(3,862) | -19.3% |

For the three months ended March 31, 2025, we recognized cost of revenue of $16,146 as compared to $20,008 for the three months ended March 31, 2024, representing a decrease of $3,862. Cost of revenue for the three months ended March 31, 2025 was impacted by decreases in printing, distribution and fulfillment costs of $67 due to the shutdown of Athlon Outdoor print operations, amortization of developed technology and platform development costs of $273, technology costs of $1,053, internal cost of content of $181, and external cost of content of $2,262 driven by the cessation of publishing of FanNation sites in early 2024, and a decrease in other costs of revenue of $26.

### Operating Expenses

#### Selling and Marketing

The following table sets forth selling and marketing expenses from continuing operations by category:

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Selling and marketing | $2,134 | $4,564 |
| Selling and marketing as a percentage of revenues | 7% | 16% |

For the three months ended March 31, 2025, we incurred selling and marketing costs of $2,134 as compared to $4,564 for the three months ended March 31, 2024. The decrease in selling and marketing costs of $2,430 is primarily related to decreases in payroll and employee benefits costs of $1,991 due to a reduction in direct sales workforce. In addition, there were decreases in advertising costs of $283, circulation costs of $47, stock-based compensation of $83, and other selling and marketing expenses of $234, partially offset by an increase in professional marketing services of $208.

#### General and Administrative

The following table sets forth general and administrative expenses by category:

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| General and administrative | $5,283 | $10,135 |
| General and administrative as a percentage of revenues | 17% | 35% |

For the three months ended March 31, 2025, we incurred general and administrative costs of $5,283 as compared to $10,135 for the three months ended March 31, 2024. The $4,852 decrease in general and administrative expenses is primarily due to decreases in stock-based compensation of $332, and payroll and related expenses of $2,950 as a result of headcount and consulting spend reductions, professional services, including accounting, legal and insurance of $840, and other general and administrative expenses of $730.

### Segment Revenue

We report our segment results as Sports & Leisure, Finance, Lifestyle, and Platform. Additionally, certain expenses are not allocated to our segments because they represent centralized activities which cannot be accurately allocated.

The following table sets forth revenue by segment:

| Segment revenue: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Sports & Leisure | $12,463 | $13,228 |
| Finance | 8,098 | 6,269 |
| Lifestyle | 7,879 | 6,395 |
| Platform | 3,375 | 3,049 |
| Total revenue | $31,815 | $28,941 |

Sports & Leisure – decrease of $765 is due to the cessation of publishing of FanNation sites in early 2024 and the shutdown of Athlon Outdoor print operations partially offset by the growth of Athlon Sports.

Finance – increase of $1,829 is primarily driven by an increase in performance marketing revenues partially offset by a decrease in digital subscription revenues.

Lifestyle – increase of $1,484 is driven primarily by an increase in performance marketing revenues.

Platform – increase of $326 is driven by an increase in digital advertising and other revenues.

### Segment Gross Profit

The following table sets forth segment gross profit:

| Gross profit: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Sports and leisure | $7,536 | $6,055 |
| Finance | 5,224 | 3,892 |
| Lifestyle | 4,687 | 4,101 |
| Platform | 1,105 | 843 |
| Segment gross profit | $18,552 | $14,891 |

Sports & Leisure – increase of $1,481 is due to the cessation of publishing of FanNation sites in early 2024 and the shutdown of Athlon Outdoor print operations partially offset by the growth of Athlon Sports.

Finance – increase of $1,332 is primarily driven by an increase in performance marketing revenues which require less content & editorial spending than other revenue streams.

Lifestyle – increase of $586 is driven primarily by an increase in performance marketing revenues which require less content & editorial spending than other revenue streams.

Platform – increase of $262 is driven by an increase in digital advertising and other revenues with controlled cost.

The following table reconciles segment gross profit to gross profit:

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Segment gross profit | $18,552 | $14,891 |
| Centralized activities: |  |  |
| Internal cost of content | (360) | (1,258) |
| Technology costs | (1,247) | (3,151) |
| Amortization of developed technology and platform development | (1,276) | (1,549) |
| Gross profit | $15,669 | $8,933 |

### Other Expenses

The following table sets forth other expenses:

|  | Three Months Ended March 31, 2025 | 2024 | 2025 versus 2024 $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Change in fair value of contingent consideration | $- | $(313) | $313 | -100.0% |
| Interest expense, net | (3,004) | (4,339) | 1,335 | -30.8% |
| Liquidated damages | (75) | (76) | 1 | -1.3% |
| Total other expenses | $(3,079) | $(4,728) | $1,649 | -34.9% |

35

Change in Fair Value of Contingent Consideration – The change in fair value of contingent consideration for the three months ended March 31, 2024 of $313, represents the change in fair value of the put option on our common stock in connection with the acquisition of Fexy, where in connection with the acquisition we issued 274,692 shares of our common stock that was subject to a put option under certain conditions (as further described in Note 7, *Fair Value*, in our accompanying condensed consolidated financial statements).

Interest Expense – We incurred interest expense, net of $3,004 for the three months ended March 31, 2025, as compared to $4,339 for three months ended March 31, 2024. The decrease in interest expense of $1,335 was primarily from lower amortization of debt costs and lower interest charges on the line of credit.

Liquidated Damages – We recorded liquidated damages of $75 for the three months ended March 31, 2025, as compared to $76 for the three months ended March 31, 2024, representing a decrease in accrued interest.

Income Taxes – We recorded a provision for income taxes of $286 for the three months ended March 31, 2025, as compared to $41 for the three months ended March 31, 2024. The increase in our provision for income tax of $245 was primarily related to our expected annual effective tax rate increase as a result of improved operating results.

### Use of Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net loss as adjusted for loss from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, (viii) loss on sale of assets; (ix) employee retention credit, (x) employee restructuring payments; and (xi) professional and vendor fees. Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measures as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure:

- does not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us;
- does not reflect income tax provision or benefit, which is a noncash income or expense;
- does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements;
- does not reflect stock-based compensation and, therefore, does not include all of our compensation costs;
- does not reflect the change in valuation of contingent consideration, and, although this is a noncash income or expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock;
- does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to);
- does not reflect any losses from the impairment of assets, which is a noncash operating expense;
- does not reflect any losses from the sale of assets, which is a noncash operating expense
- does not reflect the employee retention credits recorded by us for payroll related tax credits under the CARES Act;
- does not reflect payments related to employee severance and employee restructuring changes for our former executives;
- does not reflect the professional and vendor fees incurred by us for services provided by consultants, accountants, lawyers, and other vendors, which services were related to certain types of events that are not reflective of our business operations; and
- may not reflect proper non direct cost allocations.

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The following table presents a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure, for the periods indicated:

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net income (loss) | $4,020 | $(103,358) |
| Gain (loss) from discontinued operations, net of tax | (23) | 90,638 |
| Income (loss) from continuing operations | 3,997 | (12,720) |
| Add (deduct): |  |  |
| Interest expense, net (1) | 3,004 | 4,339 |
| Income tax provision (benefit) | 286 | 41 |
| Depreciation and amortization (2) | 2,166 | 2,536 |
| Stock-based compensation (3) | 182 | 913 |
| Change in fair value of contingent consideration (4) | - | 313 |
| Liquidated damages (5) | 75 | 76 |
| Loss on impairment of assets (6) | - | 1,198 |
| Employee restructuring expenses (7) | - | 2,456 |
| **Adjusted EBITDA** | $9,710 | $(848) |

(1) Interest expense is related to our capital structure and varies over time due to a variety of financing transactions. Interest expense includes $31 and $536 for amortization of debt discounts for the three months ended March 31, 2025 and 2024, respectively, as presented in our condensed consolidated statements of cash flows, which are noncash items. Investors should note that interest expense will recur in future periods.

(2) Depreciation and amortization related to our developed technology and Platform is included within cost of revenues of $1,276 and $1,549 for the three months ended March 31, 2025 and 2024, respectively, and depreciation and amortization is included within operating expenses of $890 and $987 for the three months ended March 31, 2025 and 2024, respectively. We believe (i) the amount of depreciation and amortization expense in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods.

(3) Stock-based compensation represents noncash costs arise from the grant of stock-based awards to employees, consultants and directors. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.

(4) Change in fair value of contingent consideration represents the change in the put option on our common stock in connection with the Fexy Studios acquisition.

(5) Liquidated damages (or interest expense related to accrued liquidated damages) represents amounts we owe to certain of our investors in private placements offerings conducted in fiscal years 2018 through 2020, pursuant to which we agreed to certain covenants in the respective securities purchase agreements and registration rights agreements, including the filing of resale registration statements and becoming current in our reporting obligations, which we were not able to timely meet.

(6) Loss on impairment of assets represents certain assets that are no longer useful.

(7) Employee restructuring payments represents severance payments to employees under employer restructuring arrangements and payments for the three months ended March 31, 2025 and 2024, respectively.

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### Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. In preparing the condensed consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ equity, revenue, expenses, and related disclosures. We re-evaluate our estimates on an on-going basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions.

Except as described in Note 1, *Summary of Significant Accounting Policies*, of the notes to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 that was filed with the SEC on April 15, 2025.

### Recent Accounting Pronouncements

See Note 1, *Summary of Significant Accounting Policies*, of the notes to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion about new accounting pronouncements adopted as of the date of this report.

## Controls and procedures

As filed, 8,129 characters.

### Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our Chief Executive Officer and Principal Financial Officer, concluded that our disclosure controls and procedures were effective as of March 31, 2025 in providing reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

### Material Weaknesses in Internal Control over Financial Reporting and Remediation Plan

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of our Annual Report on Form 10-K for the year ended December 31, 2024 that was filed with the SEC on April 15, 2025, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024 because we did not adequately identify and assess certain risks of material misstatement in a timely manner as we did not have the properly trained resources in place to perform the risk assessment and then implement and execute appropriate controls.

We identified the following material weaknesses:

|  |  |
| --- | --- |
| (i) | Our finance and accounting policies, including those governing revenue recognition, expense recognition, and balance sheet valuation principles and methodologies, have not been fully documented; and |
| (ii) | We did not maintain a sufficient system of internal controls to validate data provided by certain third party service providers including: |
|  | i. A third party providing print subscription management services; |
|  | ii. A third party advertising partner; and |
|  | iii. A third party providing ad serving services. |

These material weaknesses have not been remediated as of the date of filing of this Quarterly Report. We intend to undertake the following remedial measures to address these material weaknesses and will continue to evaluate and adjust remediation actions as needed to ensure the remedial measures remain appropriate and are sustainable:

(i) Hire resources to help develop a comprehensive set of finance and accounting policies to document revenue recognition, expense recognition, and balance sheet valuation principles and methodologies as well as enhance our risk assessment processes and internal control capabilities;

(ii) Obtain, review, and map a System and Organization Controls – SOC 1 Type 2 report from third party service providers for the effectiveness of controls relevant to any third party data relied upon in accounting and financial reporting for any third parties noted above which continue to support the business;

(iii) Review all information provided by third parties directly and through third party portals to ensure specific reports upon which we rely are covered by third party or end user controls within each SOC 1 Type 2 report; and

(iv) Implement additional controls to require documented review of any amendments to third party agreements by finance and accounting personnel to ensure appropriate accounting treatment.

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We believe that the actions listed above will provide appropriate remediation of the material weaknesses. Due to the nature of the remediation process and the need for sufficient time after implementation to evaluate and test the design and effectiveness of the controls, no assurance can be given as to the timing for completion of remediation. The material weaknesses will be fully remediated when we conclude that the controls have been operating for sufficient time and independently validated by management.

We believe that, notwithstanding the material weaknesses mentioned above, the unaudited condensed consolidated financial statements contained in this Quarterly Report present fairly, in all material respects, the condensed consolidated balance sheets, statements of operations and comprehensive loss, stockholders’ deficiency, and cash flows of the Company and its subsidiaries in conformity with U.S. generally accepted accounting principles as of the dates and for the periods stated therein.

### Changes in Internal Control over Financial Reporting

Except as described above under “Material Weakness in Internal Control over Financial Reporting and Remediation Plan,” there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### Inherent Limitations on the Effectiveness of Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

## Risk factors

As filed, 2,705 characters.

There are numerous factors that affect our business and operating results, many of which are beyond our control. The risk factors described in Part I, “Item IA. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 15, 2025 should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with SEC in connection with evaluating us, our business and the forward-looking statements contained in this Quarterly Report on Form 10-Q. Additional risks and uncertainties not known to us at present, or that we currently deem immaterial, may affect us. The occurrence of any of these known or unknown risks could have a material adverse impact on our business, financial condition and results of operations. All dollar figures presented below are in thousands unless otherwise stated.

***Our financial condition raises substantial doubt about our ability to continue as a “going concern” through one year from the date of the issuance of the financial statements contained herein if we are unable to rectify the recurrence of our net losses and reduce our working deficit.***

For the three months ended March 31, 2025, we had net income from continuing operations of $3,997, and as of March 31, 2025, had cash on hand of $2,902 and a working capital deficit of $80,622. Management has evaluated our net income from continuing operations and working capital deficit to determine if the significance of those conditions or events would limit our ability to meet our obligations when due, including under the Simplify Loan and Term Debt. In its evaluation, management determined that substantial doubt exists about our ability to continue as a going concern for a one-year period following the financial statement issuance date due to the historical recurring losses from continuing operations and working capital deficit.

Our financial results have improved in recent periods due to headcount and consulting spend reductions. In addition, we plan to continue improving monthly financial performance through the reduction of costs and monthly cash requirements, maintain compliance with the terms of all outstanding debt agreements, and take actions to resolve current and potential future liabilities to alleviate the conditions that raise substantial doubt about our ability to continue as a going concern, such as resolving pending litigation. However, there can be no assurance that we will be able to execute these plans. If we are unable to execute these plans, it could lead to selling assets and further reducing costs and cash requirements.

Filed May 15, 2025.
Source: SEC EDGAR, the filing index for accession 0001641172-25-010882. Last ingested by Listed: Oct 24, 2026, 14:59 ET. No prices; not investment advice.