What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-04-15 compared with 2024-04-01 · 316 added, 450 removed, 259 unchanged (75% of the section changed)

10 unchanged sentences

and similar expressions to identify forward-looking statements.

All dollar figures are presented in thousands unless otherwise stated.

All dollar figures presented below are in thousands unless otherwise

an overview of the Company, see the information above presented under the section labeled “Item 1.

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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 has experienced significant growth in recent periods

as indicated in the Results of Operations section below.

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.

Our key operating metrics focus primarily on our digital advertising revenue, which is our most significant revenue stream.

in the Results of Operations section below for the year ended December 31, 2024, digital advertising revenue decreased by approximately

13%, as compared to the same period in fiscal 2023.

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

We consider only those key operating metrics described here to be material to our financial condition, results of operations

and future prospects.

pricing indicators, we focus on RPM as it is the pricing metric most closely aligned with monthly average pageviews.

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of yield and pricing driven by both advertising density and demand from our advertisers.

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.

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.

described above, these key operating metrics are critical for management as they provide insights into our digital advertising revenue

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the years ended December 31, 2024 and 2023, our RPM was $23.31 and $21.35, respectively.

The 32% increase in RPM reflects a

significant 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 years ended December 31, 2023 and 2022 our monthly average

pageviews were 464,261,595 and 489,659,595, respectively.

The 5% decrease in monthly average pageviews reflects algorithmic changes

at Google, Facebook and other platforms which subdued user click-throughs to the original content.

The 9% 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 years ended December 31, 2024 and 2023, our monthly average pageviews were 332,913,662 and 394,441,158,

respectively.

The 16% decrease in monthly average pageviews is primarily driven by the cessation of publishing of FanNation

sites in early 2024 .

dollar figures presented below are in thousands unless otherwise stated.

of Macroeconomic Conditions

in the global economy presents significant risks to our business.

Increases in inflation, rising interest rates, instability in the global

banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto, and the remaining

effects of the COVID-19 pandemic 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 more information regarding these

risks and uncertainties, see the section titled “Risk Factors” in Part 1, Item 1A of this Annual Report on Form 10-K.

Increases in inflation, instability in the global banking system,

geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto impact, and the impact of

tariffs on print production costs and the overall market for advertising may have an adverse effect on our business.

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.

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 more information regarding these risks and uncertainties, see the section titled

“Risk Factors” in Part 1, Item 1A of this Annual Report on Form 10-K.

and Capital Resources

and Working Capital Facility

of December 31, 2023, our principal sources of liquidity consisted of cash of $9,284 and accounts receivable, net of our advances under

the Arena Credit Agreement of $25,202.

As of December 31, 2023, the outstanding balance of the Arena Credit Agreement was $19,609.

March 13, 2024 the Arena Credit Agreement was refinanced with the Simplify Loan.

As of the issuance date of our accompanying consolidated

financial statements our cash balance is $4,151 and the balance outstanding under the Simplify Loan is $7,748, with the additional availability of $17,252.

accompanying consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization

of assets and satisfaction of liabilities in the normal course of business.

We had revenues of $244,203 during fiscal 2023 and have experienced

recurring net losses from operations and negative operating cash flows.

Consequently, we were dependent upon continued access to funding

and capital resources from both new investors and related parties.

If continued funding and capital resources are unavailable at reasonable

terms, we may not be able to implement our growth plan and plan of operations.

These financings may include terms that may be highly

dilutive to existing stockholders.

continue to be focused on growing our existing operations and seeking accretive and complementary strategic acquisitions as part of our

growth strategy.

We believe, that with additional sources of liquidity and the ability to raise additional capital or incur additional

indebtedness to supplement our internal projections, we will be able to execute our growth plan and finance our working capital requirements

both in the short-term and long-term.

performed an annual reporting period going concern assessment.

We are required to assess our ability to continue as a going concern.

Our accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates

accompanying 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 accompanying consolidated financial

statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

recently, for the year ended December 31, 2023, we incurred a net loss from continuing operations of $55,582, had cash on hand of

$9,284 and a working capital deficit of $145,622.

Our net loss from continuing operations and working capital deficit have been

evaluated by management to determine if the significance of those conditions or events would limit our ability to meet our

obligations when due.

Also, since our 2023 Notes, Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes (as further

described below) (collectively “our current debt”) are subject to a forbearance period through the earlier of the following:

(a) April 30, 2024, (b) the closing of the

Business Combination, and (c) the termination of the Business Combination (see Note 28, Subsequent Events ,

in our accompanying consolidated financial statements), unless we are able to refinance or modify the terms of our current debt we run the risk that our

debt could be called, therefore, we may not be able to meet our obligations when due.

our evaluation, management determined there is substantial doubt about our ability to continue as a going concern for a one-year period

following the financial statement issuance date, unless we are able to refinance or modify our current debt.

plan to refinance or modify the maturities of our current debt and complete the Business Combination to alleviate the conditions

that raise substantial doubt about our ability to continue as a going concern, however, there can be no assurance that we will be able to refinance or modify our current debt and complete the

Business Combination.

Our consolidated financial statements

do not include any adjustments that might be necessary if we are unable to continue as a going concern.

the year ended December 31, 2024, we incurred a net loss from continuing operations of $7,667, and as of December 31, 2024, had cash

on hand of $4,362.

Management has evaluated our current and historical net losses from continuing operations to determine if the

significance of those conditions or events would limit our ability to meet our obligations when due, including under the Loan

Documents and Simplify Loan (see Notes 17 and 18).

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 net loss

from continued operations and working capital deficit.

can be no assurance that we will be able to execute plans to rectify the recurrence of net losses.

If we are unable to execute these

plans, it could lead to selling assets and further reducing costs and cash requirements.

and Working Capital Facility

of December 31, 2024, our principal sources of liquidity consisted of cash of $4,362 and accounts receivable from continuing operations,

net of our allowance for credit losses, of $31,115.

In addition, as of December 31, 2024, we had $39,349 available for additional use

under our working capital loan with Simplify.

As of December 31, 2024, the outstanding balance of the Simplify working capital loan was

Our cash balance as of the issuance date of our accompanying consolidated financial statements was $3,556.

Financings and Obligations

proceeds from our debt financings consisted of the following:

Credit Agreement .

We were party to a financing and security agreement with SLR (the “Arena Credit Agreement”), as amended on December 15, 2022 and August 31,

2023, pursuant to which SLR extended a $40,000 line of credit for working capital purposes secured by a first lien on all our cash

and accounts receivable and a second lien on all other assets.

Borrowings under the facility bore interest at the prime rate plus 4%

per annum of the amount advanced and had a maturity date of December 31, 2025.

The aggregate principal amount outstanding, plus

accrued and unpaid interest as of December 31, 2023 was $19,609.

On March 13, 2024, the Arena Credit Agreement was refinanced by

the Simplify Loan, which bears interest at 10% per annum of the amount advanced and has a maturity date of March 13, 2026.

Pursuant to the Third A&R NPA (as defined below) ,

on August 31, 2023, we issued $5,000 aggregate principal amount of notes with additional borrowings of $1,000 on September 29, 2023

and $2,000 on November 23, 2023 (the “2023 Notes”).

On December 1, 2023, Renew,

an affiliated entity of Simplify, in its capacity as agent for the purchasers and as purchaser, purchased the 2023 Notes from BRF

Finance Co., LLC (“BRF Finance”), an affiliated entity of B.

Riley Financial, Inc.

Borrowings under the 2023 Notes bore interest at 10% per annum.

December 29, 2023, we failed to make the interest payment due on the 2023 Notes

resulting in an event of default with subsequent agreement to a forbearance period through the earlier of the following:

April 30, 2024;

(b) the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination

prior to closing (further details are

provided under the heading Arena Loan Agreement in Note 28, Subsequent Events in our accompanying consolidated

financial statements).

The balance outstanding under our 2023 Notes as of December 31, 2023 was $8,000.

Pursuant to the Third A&R NPA (as defined below), on December 15, 2022, we issued $36,000 aggregate principal amount

of senior secured notes (the “Bridge Notes”).

December 1, 2023, Renew, an affiliated entity of Simplify, in its capacity as agent for the purchasers and as purchaser,

purchased the Bridge Notes from BRF Finance.

We received net proceeds of $34,728, after the payment of $1,000 to B.

advisory fee and $272 for other legal costs, from the issuance of the Bridge Notes.

Interest on the Bridge Notes was payable in cash

at a rate of 10% per annum as amended on August 31, 2023, from 12% per annum quarterly, with an increase in the interest rate by

1.5% per annum on March 1, 2023, May 1, 2023 and July 1, 2023.

On December 29, 2023,

we failed to make the interest payment due on the Bridge Notes resulting in an event of default with subsequent agreement to a forbearance

period through the earlier of the following:

(a) April 30, 2024 ;

the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (further

details are provided under the heading Arena Loan Agreement in Note 28, Subsequent Events in our accompanying consolidated

financial statements).

The Bridge Notes are subject to certain mandatory prepayment requirements,

including, but not limited to, a requirement that we apply the net proceeds from certain debt incurrences or equity offerings to

repay the Bridge Notes.

We may elect to prepay the Bridge Notes, at any time, at our option at 100% of the principal amount.

Bridge Notes are secured by liens on the same collateral that secures indebtedness under our outstanding Senior Secured Notes (as

defined below) and are guaranteed by our subsidiaries that guarantee the Third A&R NPA.

The Note Purchase Agreement contains

covenants and events of default substantially similar to those contained in the note purchase agreement that governed the Third

The proceeds received were used for the acquisition of Men’s Journal and to repay $5,928 of our existing Delayed

Draw Term Notes (as defined below).

The balance outstanding under our Bridge Notes as of December 31, 2023 was $36,000.

Secured Notes .

We are party to a third amended and restated note purchase agreement (the “Third A&R NPA”), with

Renew, an affiliated entity of Simplify,

where we issued senior secured notes (the “Senior Secured Notes”).

On December 1, 2023, Renew purchased the

Senior Secured Notes from BRF Finance.

The Senior Secured Notes bear interest at a rate of 10% per annum.

Interest payments are

payable at Renew’s discretion either in cash quarterly in arrears on the last day of each quarter or by adding the interest to

the outstanding principal amount.

On December 29, 2023, we failed to make the interest payment due on the Senior Secured Notes resulting in an event of default with subsequent agreement to a forbearance period through

the earlier of the following:

(a) April 30, 2024 ;

(b) the occurrence

of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (further

details are provided under the heading Arena Loan Agreement in Note 28, Subsequent Events in our accompanying consolidated financial statements).

outstanding under our Senior Secured Notes as of December 31, 2023 was $62,691, which included outstanding principal of $48,791 and

payment of in-kind interest of $13,900 that we were permitted to add to the aggregate outstanding principal balance.

Draw Term Notes .

Pursuant to the Third A&R NPA, we agreed to issue delayed draw term notes (the “Delayed Draw Term

On December 1, 2023, Renew, an affiliated entity of Simplify, in its capacity as agent for the purchasers and as

purchaser, purchased the Delayed Draw Term Notes from BRF Finance.

The Delayed Draw Term Notes bear interest at a rate of 10% per

Interest payments are payable, at Renew’s discretion, either in cash quarterly in arrears on the last day of each

fiscal quarter or in kind in arrears on the last day of each fiscal quarter.

On December 29, 2023, we failed to make the interest

payment due on the Delayed Draw Term Notes resulting in an event of default with subsequent agreement to a forbearance period through

the earlier of the following:

(a) April 30, 2024 ;

(b) the occurrence

of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (further

details are provided under the heading Arena Loan Agreement in Note 28, Subsequent Events in our accompanying

consolidated financial statements).

We paid $5,928 in principal on December 31, 2022.

The Delayed Draw Term Notes have a maturity

date of December 31, 2026.

The balance outstanding under the Delayed Draw Term Notes as of December 31, 2023 was $4,000.

January 11, 2023, we entered into an asset purchase agreement with Teneology, Inc., pursuant to which we acquired certain assets (consisting

of the RoadFood media business, including digital and television assets;

the Moveable Feast media business, including digital and television

the Fexy-branded content studio business;

and the MonkeySee YouTube Channel media business, collectively “Fexy Studios”),

for a purchase price of $3,307.

The purchase price consisted of the following:

(1) $500 cash paid at closing;

(2) $75 cash payments due

in three equal installments of $25 on March 1, 2023 (paid), April 1, 2023 (paid) and May 1, 2023 (paid);

(3) $200 deferred cash payment

due on the first anniversary of the closing date, subject to certain indemnity provisions;

and (4) the issuance of 274,692 shares of

our common stock, subject to certain lock-up provisions, on the closing date with a fair value of $2,000 (fair value was determined based

on an independent appraisal);

and which is subject to a put option under certain conditions.

The number of shares of the Company’s common

stock issued was determined based on a $2,225 value using the common stock trading price on the day immediately preceding the January

11, 2023 closing date (on the closing date the common stock trading price was $7.94 per share).

following table summarizes information about our term debt:

of December 31,

Total debt obligations, gross

Weighted-average interest rate

Weighted-average term (in months) (1)

Simplify Loan facility capacity (2)

Simplify Loan facility availability

of December 31, 2023, the term debt (further details are provided in our accompanying consolidated

financial statements in Note 18, Term Debt ) was currently due as a result of an event of default that was subsequently resolved.

of December 31, 2024, the Simplify Loan facility has a maturity date of December 1, 2026.

Activity – During the year ended December 31, 2024, we took steps to extend our debt maturities.

Our debt activity during

the year ended December 31, 2024 was as follows:

August 19, 2024, in connection with the March 13, 2024 amendment to the Simplify Loan facility, which bears interest at 10% per annum of the

amount advanced, we entered into an Amended Promissory Note and a common stock purchase agreement (the “Common Stock Purchase Agreement”) with Simplify, whereby during the

year ended December 31, 2024 we borrowed $25,651 under the Simplify Loan, of which $15,000 was exchanged for shares of our common stock in August 2024.

As of December 31, 2024, the balance outstanding on the Simplify Loan was

repaid $20,027 under our line of credit.

debt activity during the year ended December 31, 2023 was as follows:

borrowed $8,000 under our Bridge Notes.

drew down $5,517 under our line of credit.

Debt Obligations – As of December 31, 2024, our future contractual debt obligations were $121,342, with $10,651 maturing on

December 1, 2026 and $110,691 maturing on December 31, 2026.

Sheet Arrangements

Contractual Obligations

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.

7, Leases , Note 15, Liquidated Damages Payable , Note 18, Bridge Notes , and Note 19, Long-term Debt , in

our accompanying consolidated financial statements for amounts outstanding as of December 31, 2023, related to leases, liquidated

damages, bridge financing and long-term debt.

2022, we assumed the lease from Men’s Journal for office space in Carlsbad, California, that expires in March 2025, and as of December

31, 2023 we remain responsible for $1,439 over the remaining lease term.

The lease provides for fixed payments of $89 for three months,

$92 for twelve months and $94 for twelve months, with an estimate of common expenses per month of $25 through the end of the lease term.

Pursuant to two subleases entered into during 2023, the sublessees will pay us an aggregate of $312, net of security deposits, through

We also subleased our office space in Santa Monica, California in November 2021 and remain responsible to the original

lessor for $373 through October 2024.

Pursuant to the sublease, the sublessee will pay us an aggregate of $225 through October 2024.

2021, we entered into a termination agreement of our sublease agreement for a property located in New York, New York and remain responsible

for $4,000 in cash payments to the sublandlord through October 2024.

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 7, Leases ,

Note 14, Liquidated Damages Payable , and Note 18, Term Debt , in our accompanying consolidated financial statements for

amounts outstanding as of December 31, 2024, related to leases, liquidated damages, bridge financing and long-term debt.

2022, we assumed a lease for office space in Carlsbad, California, that expired in March 2025.

As of December 31, 2024 we remained

responsible for $360 for the remaining lease term.

We entered into two subleases that will pay us an aggregate of $36, net of security deposits, through March 2025.

Capital Deficit

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working capital deficit as of December 31, 2024 and 2023 was as follows:

As of December 31,

of December 31,

Current assets

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cash flows during the years ended December 31, 2024 and 2023 consisted of the following:

Years Ended December 31,

Ended December 31,

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net (decrease) increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash, end of year

Net cash provided by

financing activities

Net (decrease) in

cash, cash equivalents, and restricted cash

Cash, cash equivalents,

and restricted cash, end of year

the year ended December 31, 2024, net cash used in operating activities was $16,076, consisting primarily of $147,507 of cash paid to

employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements and professional services,

employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, professional services,

and $17,837 of cash paid for interest, offset by $149,268 of cash received from customers.

For the year ended December 31, 2023, net

cash used in operating activities was $11,304, consisting primarily of $219,282 of cash paid to employees, Publisher Partners, Expert

Contributors, suppliers, and vendors, and for revenue share arrangements, advance of royalty fees and professional services, and $9,528

cash used in operating activities was $24,772, consisting primarily of $239,737 of cash paid to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, advance of royalty fees and professional services, and $12,101

of cash paid for interest, offset by $227,066 of cash received from customers.

the year ended December 31, 2023, net cash used in investing activities was $3,212, consisting primarily of $3,773 for capitalized costs

for our Platform and $500 for the acquisition of a business, offset by $1,061 from sale of assets.

For the year ended December 31, 2022,

net cash used in investing activities was $38,590, consisting primarily of $35,331 for the acquisition of a business, $5,179 for capitalized

costs for our Platform, and $530 for property and equipment, offset by $2,450 from the sale of an equity investment.

the year ended December 31, 2023, net cash provided by financing activities was $22,895, consisting primarily of $11,333 (excluding accrued

offering costs of $167) in net proceeds from the public offering of common stock, $5,517 from borrowings under our Arena Credit Agreement,

$7,543 (excluding debt issuance costs of $457) in net proceeds from issuance of our 2023 Notes;

offset by $1,423 tax payments relating to

the withholding of shares of common stock for certain employees, and $75 payment of deferred cash payments for an acquisition.

year ended December 31, 2022, net cash provided by financing activities was $54,416, consisting primarily of $30,490 (net of issuance

costs paid of $1,568) in net proceeds from a public offering of common stock, $28,800 (net of issuance costs paid of $1,272 and payments

of $5,928) in proceeds from long term-debt, $2,104 from advancements of our Arena Credit Agreement, and $95 from exercises of common

stock options, offset by $4,468 for tax payments relating to the withholding of shares of common stock for certain employees, $2,152

related to payments of restricted stock liabilities, and $453 related to deferred cash payments for an acquisition.

the year ended December 31, 2024, net cash used in investing activities was $5,175, consisting of (i) $54 for purchase of property and

equipment and (ii) $5,121 for capitalized costs for our Platform.

For the year ended December 31, 2023, net cash used in investing activities

was $3,212, consisting of $3,773 for capitalized costs for our Platform and $500 for the acquisition of a business, offset by $1,061

from the sale of assets.

the year ended December 31, 2024, net cash provided by financing activities was $16,329, primarily consisting of (i) $561 for the

payment of the contingent consideration, (ii) $20,027 from repayment of our line of credit with SLR Digital Finance LLC

(“SLR”) (iii) $534 for tax payments relating to the withholding of shares of common stock for certain employees and (iv)

$200 payment of deferred cash payments for an acquisition, less (v) $12,000 in net proceeds from the common stock private placement,

and (vi) $25,651 in net proceeds from our working capital loan with Simplify.

For the year ended December 31, 2023, net cash

provided by financing activities was $22,895, consisting primarily of $11,333 (excluding accrued offering costs of $167) in net

proceeds from the public offering of common stock, $5,517 from borrowings under our Arena Credit Agreement, $7,543 (excluding debt

issuance costs of $457) in net proceeds from issuance of our bridge notes;

offset by $1,423 tax payments relating to the withholding

of shares of common stock for certain employees, and $75 payment of deferred cash payments for an acquisition.

of Operations

of Fiscal 2024 to Fiscal 2023

Years Ended December 31,

2023 versus 2022

Ended December 31,

Cost of revenue

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Total operating expenses

Loss from operations

Income (loss) from operations

Total other expenses

2 unchanged sentences

Net loss from continuing operations

Net loss from discontinued operations, net of tax

the year ended December 31, 2023, the loss from operations improved $20,081 to $35,802 as compared to $55,883 during the year ended

December 31, 2022 due to a $23,268 increase in revenue, with a $6,130 decrease in operating expenses.

For the year ended December

31, 2023, the net loss was $55,582, a decrease of $15,276 as compared to a net loss of $70,858 for the year ended December 31, 2022

as the improvement in the loss from operations was partially offset by an increase in interest expense of $6,537 included in other

Net loss from discontinued

operations, net of tax

the year ended December 31, 2024, the net loss from continuing operations improved $29,548 to $7,667, as compared to our prior

period net loss of $37,215.

This improvement was primarily due to a $24,884 decrease in operating expenses as a result of

headcount and consulting spend reductions.

and Gross Profit

following table sets forth revenue, cost of revenue, and gross profit from continuing operations:

Years Ended December 31,

2023 versus 2022

Ended December 31,

Cost of revenue

1 unchanged sentence

Gross profit percentage for the year ended December 31, 2024 was 44.3%, as compared to 38.5% for the year ended December 31,

The improvement in gross profit percentage was driven by an increase

in total revenue of $23,268, or 10.5%, primarily as a result of increased digital advertising due to improved programmatic video inventory

monetization.

This increase is partially offset by an increase in cost of revenue of $9,317, or 7%, resulting from higher publisher partner

revenue share along with increased technology, Platform and software licensing costs.

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.

following table sets forth revenue from continuing operations by category:

Years Ended December 31,

2023 versus 2022

Ended December 31,

Digital revenue:

1 unchanged sentence

Digital subscriptions

Licensing and syndication revenue

Licensing and Publisher

Performance Marketing

Other digital revenue

1 unchanged sentence

Print revenue

Print advertising

Print subscriptions

Total print revenue

Total revenue

the year ended December 31, 2023, total revenue increased $23,268 to $244,203 from $220,935 for the year ended December 31, 2022.

primary sources of revenue for the year ended December 31, 2023 were as follows:

(i) digital advertising of $135,376, (ii) digital subscriptions

of $12,764, (iii) licensing and syndication revenue and other digital revenue of $23,866, (iv) print advertising of $9,881 and (v) print

subscriptions of $62,316

primary driver of the increase in our total revenue is derived from digital advertising revenue which benefited from a 32% rise in RPMs

due to the higher mix of higher priced digital video advertising in the year ended December 31, 2023 versus the prior year.

Other digital

revenue, which was mostly e-commerce revenue, increased by $4,218 to $5,384.

These improvements were partially offset by a decrease in

digital subscriptions of $8,392, resulting in a $22,194, or 14.8%, increase in total digital revenue for the year ended December 31, 2023

as compared to the prior year period.

In addition, total print revenue increased by $1,074 as print advertising decreased by $333 and

print subscriptions grew by $1,407.

the year ended December 31, 2024, total revenue decreased $17,723, or a 12.3% decrease, to $125,907 from $143,630 for the year ended

December 31, 2023.

This reflected a decrease in print revenue of $8,434 due primarily to the shutdown of Athlon Outdoor print operations

and a 6.9% decrease in digital revenue from $134,123 for the year ended December 31, 2023 to $124,834 for the year ended December 31,

2024 driven primarily by the cessation of publishing of the FanNation sites in early 2024.

primary drivers of the decrease include a $13,274 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 $4,156 due to a decline in

These decreases were partially offset by an increase in performance marketing revenue that

increased by $7,478 due to growth of our affiliate partner network and expansion of the performance marketing model across our

portfolio and an increase in other digital revenue of $3,690.

following table sets forth cost of revenue from continuing operations by category:

Years Ended December 31,

2023 versus 2022

Publisher Partner revenue share payments

Technology, Platform and software licensing fees

Content and editorial expenses

Ended December 31

External cost of content

Internal cost of content

Technology costs

Printing, distribution and fulfillment costs

Amortization of developed technology and platform development

Stock-based compensation

Other cost of revenue

Amortization of developed technology and platform

Total cost of revenue

Total cost of revenues as a percentage of revenues

the year ended December 31, 2024, we recognized cost of revenue of $70,189, as compared to $88,357 for the year ended December 31,

2023, representing an increase of $18,168.

Cost of revenue for the year ended December 31, 2023 was impacted by increases in (i) Publisher

Partner revenue share payments of $7,066, (ii) technology, Platform and software licensing fees of $2,696, (iii) content and editorial

expenses of $3,581, and (iv) printing, distribution and fulfillment costs of $556;

partially offset by a decrease in stock-based compensation

Cost of revenue for the year ended December 31, 2024 was impacted by decreases in

printing, distribution and fulfillment costs of $2,712 due to the shutdown of Athlon Outdoor print operations, a decrease in the

amortization of developed technology and platform development costs of $2,794, a decrease in technology costs of $4,675, internal

cost of content of $1,028, and external cost of content of $6,845 driven by the cessation of publishing of FanNation sites in early

2024, and a decrease in other costs of revenue of $114.

and Marketing

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

Years Ended December 31,

2023 versus 2022

Payroll and employee benefits of selling and marketing account management support teams

Stock-based compensation

Professional marketing services

Circulation costs

Subscription acquisition costs

Advertising costs

Other selling and marketing expenses

Total selling and marketing

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

Ended December 31,

Selling and marketing

Selling and marketing as a percentage of revenues

the year ended December 31, 2024, we incurred selling and marketing costs of $12,548 as compared to $24,263 for the year ended December

The increase in selling and marketing costs of $1,756 is primarily related to increases in (i) payroll and employee benefits

of $4,639, (ii) circulation costs of $251, and (iii) subscription acquisition costs of $922;

partially offset by decreases in (i) professional

marketing services costs of $1,122, (ii) advertising costs of $1,615 and (iii) stock-based compensation costs of $1,113.

The decrease in selling and marketing costs of $11,715 is primarily related to decreases in payroll and employee benefits costs

of $6,976 due to a reduction in direct sales workforce.

In addition, there were decreases in professional marketing services of $2,139,

advertising costs of $887, circulation costs of $906, and stock-based compensation of $1,011;

partially offset by other selling and marketing

expenses of $204.

and Administrative

following table sets forth general and administrative expenses from continuing operations by category:

Years Ended December 31,

2023 versus 2022

Payroll and related expenses for executive and administrative personnel

Stock-based compensation

Professional services, including accounting, legal and insurance

Other general and administrative expenses

Total general and administrative

the year ended December 31, 2023, we incurred general and administrative costs of $44,152 as compared to $53,499 for the year ended December

The $9,347 decrease in general and administrative expenses is primarily due to decreases in stock-based compensation of $7,499,

payroll and related expenses of $1,463 and professional services of $1,135.

following table sets forth general and administrative expenses from continuing operations:

Ended December 31,

General and administrative

General and administrative as a percentage

the year ended December 31, 2024, we incurred general and administrative costs of $30,399 as compared to $43,783 for the year ended

December 31, 2023.

The $13,384 decrease in general and administrative expenses is primarily due to decreases in stock-based

compensation of $9,495, and payroll and related expenses of $2,987 as a result of headcount and consulting spend reductions, and a decrease in other

general and administrative expenses of $851;

partially offset by an increase in professional services, including accounting, legal

and insurance of $51.

We report our segment results as Sports & Leisure,

Finance, Lifestyle, and Platform.

Additionally, certain expenses are not allocated to our segments because they represent Arena-level

following table sets forth revenue by segment:

Ended December 31,

Segment revenue:

Total revenue

& Leisure – decrease of $23,535 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 – decrease of $1,904 is primarily driven by a decrease in digital subscription revenues partially offset by an increase in performance

marketing revenues.

Lifestyle – increase of $3,029 is driven primarily by an increase in performance marketing revenues.

Platform – increase of $4,687 is driven by an increase in digital advertising and other revenues.

following table sets forth segment gross profit:

Ended December 31,

Gross profit:

Sports and leisure

Segment gross profit

& Leisure – decrease of $13,237 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.

increase of $1,284 is primarily driven by an increase in performance marketing revenues which require less content & editorial

spending than other revenue streams.

Lifestyle – increase of $2,626 is driven primarily by an increase in performance marketing revenues which require less content & editorial spending

than other revenue streams.

Platform – increase of $4,357 is driven by an increase in digital advertising and other revenues with controlled cost.

following table reconciles segment gross profit to gross profit:

Ended December 31,

Segment gross profit

Arena level activities:

Internal cost of content

Technology costs

Amortization of developed

technology and platform development

following table sets forth other expenses:

Years Ended December 31,

2023 versus 2022

Change in fair value of contingent consideration

Ended December 31,

Change in fair value of contingent

consideration

Interest expense, net

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Total other expenses

in Fair Value of Contingent Consideration .

The change in fair value of contingent consideration of $1,010 for the year ended December

31, 2023 represents the change in the put option on our common stock in connection with the acquisition of Fexy Studios.

As part of that

acquisition consideration, we issued 274,692 shares of our common stock, which was subject to a put option under certain conditions (as

further described in Note 17, Fair Value Measurement in our accompanying consolidated financial statements).

We incurred interest expense, net of $17,965 for the year ended December 31, 2023, as compared to $11,428 for the year ended

in Fair Value of Contingent Consideration – the change in fair value of contingent consideration of $313 for the year ended December

31, 2024 represents the change in fair value of the put option on our common stock in connection with the acquisition of Fexy Studios

(as further described in Note 4, Acquisitions and Dispositions , in our accompanying consolidated financial statements).

of that acquisition consideration, we issued 274,692 shares of our common stock, which was subject

to a put option under certain conditions (as further described in Note 16, Fair Value Measurement in our accompanying consolidated

financial statements).

Expense – we incurred interest expense, net of $14,668 for the year ended December 31, 2024, as compared to $17,965 for the year ended

December 31, 2023.

The increase in interest expense of $6,537 was primarily from additional interest from our debt.

We recorded liquidated damages of $583 for the year ended December 31, 2023, as compared to $1,140 for the year ended December

The decrease in interest expense of $3,297 was primarily from lower amortization of debt costs and lower interest

charges on the line of credit.

Damages – we recorded liquidated damages of $306 for the year ended December 31, 2024, as compared to $583 for the year ended December

The decrease of $277 in liquidated damages recorded for the year ended December 31, 2024, is primarily because in 2023 we had

an assessment under certain agreements as a result of filing a registration statement outside of the agreed upon filing deadline.

For the year ended December 31, 2023, we recorded an income tax provision of $222 primarily related to tax deductible goodwill.

For the year ended December 31, 2022, we recorded

an income tax benefit of $1,063 primarily from our acquired deferred tax liabilities from an acquisition during the year and change

in valuation allowance as of year-end that was, in part, offset by certain previous acquisitions related to tax deductible

Taxes – for the years ended December 31, 2024 and 2023, we recorded an income tax provision of $249 and $197, respectively, primarily

related to tax deductible goodwill.

further details refer to Note 23, Income Taxes , in our accompanying consolidated financial statements.

of Non-GAAP Financial Measures

report our financial results in accordance with generally accepted accounting principles in the United States of America

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.

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;

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

(ix) employee retention credit, (x) employee restructuring payments;

and (xi) professional and vendor fees.

non-GAAP Adjusted EBITDA may not be comparable to a similarly titled measure used by other companies, has 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 Adjusted EBITDA as superior to, or a substitute for, the equivalent measures calculated and presented

in accordance with GAAP.

Some of the limitations is that Adjusted EBITDA:

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:

not reflect interest expense and financing fees, or the cash required to service our debt,

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events that are not reflective of our business operations;

not reflect proper non direct cost allocations.

following table presents a reconciliation of Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure, for the

periods indicated:

Years Ended December 31,

Loss from discontinued operations, net of tax

Ended December 31,

Loss from discontinued

operations, net of tax

Loss from continuing operations

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Stock-based compensation

Change in fair value of contingent consideration (4)

Change in fair value of

contingent consideration (4)

Liquidated damages (5)

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Employee retention credit

Employee restructuring expenses (9)

Professional and vendor fees (10)

Adjusted EBITDA

Employee restructuring

Professional and vendor

expense is related to our capital structure and varies over time due to a variety of financing

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resulting in a change of control, including fees incurred by consultants, accountants, lawyers.

and other vendors.

Accounting Policies and Estimates

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The more critical accounting estimates include estimates related to revenue recognition, platform development,

impairment of long-lived assets, and stock-based compensation.

We also have other key accounting policies, which involve the use of estimates,

judgments and assumptions that are significant to understanding our results, which are described in Note 2, Summary of Significant

Accounting Policies , in our accompanying consolidated financial statements.

and impairment of goodwill.

We also have other key accounting policies, which involve the use of estimates, judgments and assumptions

that are significant to understanding our results, which are described in Note 2, Summary of Significant Accounting Policies ,

in our accompanying consolidated financial statements.

discussion and analysis of the financial condition and results of operations is based upon our consolidated financial statements included

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differ from these estimates under different assumptions or conditions.

accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , revenues are

recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration

that we expect to receive in exchange for those goods or services.

We generate all of our revenue from contracts with customers.

for revenue on a gross basis, as compared to a net basis, in our statement of operations.

We have made this determination based on our

control of the advertising inventory and the ability to monetize the advertising inventory or publications before transfer to the customer

and because we are also the primary obligor responsible for providing the services to the customer.

Cost of revenue is presented as

a separate line item on the consolidated statements of operations.

accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , revenues

are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the

consideration that we expect to receive in exchange for those goods or services.

We generate all of our revenue from contracts with

We have determined we are the principal in the majority of our transactions with our customers and therefore we generally

account for revenue on a gross as compared to a net basis, in our statement of operations.

We have made this determination based on

our control of the advertising inventory and the ability to monetize the advertising inventory or publications and determine price

before transfer to the customer and because we are also the primary obligor responsible for providing the services to the customer.

Significant costs of revenue are presented as a separate line item on the consolidated statements of operations.

following is a description of the principal activities from which we generate revenue:

Advertising .

We recognize revenue from digital advertisements at the point when each ad is viewed.

Advertising – we recognize revenue from digital advertisements at the point when each ad is viewed.

We enter into contracts with advertising

networks to serve display or video advertisements on the digital media pages associated with our various channels.

The quantity of advertisements,

the impression bid prices, and revenue are reported on a real-time basis.

We enter into contracts with advertising networks to serve

display or video advertisements on the digital media pages associated with our various channels.

the impression bid prices, and revenue are reported on a real-time basis to our partners.

Although reported advertising transactions

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the advertising or sponsorship is displayed, provided that collection of the resulting receivable is reasonably assured.

Advertising .

Advertising related revenues for print advertisements are recognized when advertisements are published (defined as an

issue’s on-sale date), net of provisions for estimated rebates, rate adjustments, and discounts.

Subscriptions .

We enter into contracts with internet users that subscribe to premium content on our owned and operated media channels

and facilitate such contracts between internet users and our Publisher Partners.

These contracts provide internet users with a membership

subscription to access the premium content.

For subscription revenue generated by our independent Publisher Partners’ content,

we owe our Publisher Partners a revenue share of the membership subscription revenue earned, which is initially deferred and recorded

as deferred contract costs.

We recognize deferred contract costs over the membership subscription term in the same pattern that the associated

membership subscription revenue is recognized.

Print Advertising –

advertising related revenues for print advertisements are recognized when advertisements are published (defined as an issue’s on-sale

date), net of provisions for estimated rebates, rate adjustments, and discounts.

Performance Marketing transactions involve the promotion of other companies’ products and services over the internet

through digital advertising platforms.

We include links to products and services in our display content on the Platform.

When a consumer

clicks on the links and completes a purchase of a product or performs a specific action, such as signing up for a service, the Company

earns commissions by promoting products and services through affiliate links.

The promise to integrate links in our display content on

the Platform is delivered when a consumer clicks on the links and completes a purchase.

Subscription Revenue

subscription revenue is generated by entering into contracts with internet users that subscribe to premium content on our owned and operated

media channels and facilitate such contracts between internet users and our Publisher Partners.

These contracts provide internet users

with a membership subscription to access the premium content.

For subscription revenue generated by our independent Publisher Partners’

content, we owe our Publisher Partners a revenue share of the membership subscription revenue earned, which is initially deferred and

recorded as deferred contract costs.

We recognize deferred contract costs over the membership subscription term in the same pattern that

the associated membership subscription revenue is recognized.

subscription revenue generated from our websites that we own and operate are charged to customers’ credit cards or are directly

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for subscription fees for which revenue has not been recognized because services have not yet been provided.

revenue includes magazine subscriptions and single copy sales at newsstands.

Subscriptions .

Revenue from magazine subscriptions is deferred and recognized proportionately as products are distributed to subscribers.

Single copy revenue is recognized on the publication’s on-sale date, net of provisions for estimated returns.

We base our estimates

for returns on historical experience and current marketplace conditions.

and Syndication Revenue

licensing-based revenues and syndication revenues are accrued generally monthly or quarterly based on the specific mechanisms of each

revenue includes single copy sales at newsstands.

Single copy revenue is recognized on

the publication’s on-sale date, net of provisions for estimated returns.

We base our estimates for returns on historical experience

and current marketplace conditions.

and Publisher Revenue

licensing-based revenues and publisher revenues, primarily revenue shares and license exclusivity agreements, are accrued generally

monthly or quarterly based on a sales-based or usage-based royalty promised in exchange for a license of intellectual property.

Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners.

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Any minimum guarantees are typically

earned evenly over the fiscal year.

earned evenly over the fiscal year or are recognized upfront if materially different than the actual usage pattern.

associated with sales-based or usage-based royalties where the customer is expected to exceed the minimum are recognized in the same

period in which the underlying sales or usage occurs.

Modifications

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compensation of related personnel.

account for business combinations using the acquisition method of accounting.

The acquisition method of accounting requires that the

purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities

assumed using the estimated fair values determined by management as of the acquisition date.

Goodwill is measured as the excess of consideration

transferred and the net fair values of the assets acquired, and the liabilities assumed at the date of acquisition.

While we use best

estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed

at the acquisition date, our estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period,

we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent we identified

adjustments to the preliminary purchase price allocation.

Upon the conclusion of the measurement period, which may be up to one year

from the acquisition date, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any

subsequent adjustments are recorded to the consolidated statements of operations.

Additionally, we identify acquisition-related contingent

payments and determine their respective fair values as of the acquisition date, which are recorded as accrued liabilities on the consolidated

balance sheets.

Subsequent changes in fair value of contingent payments are recorded on the consolidated statements of operations.

expense transaction costs related to the acquisition as incurred.

represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a

business combination.

Goodwill is not amortized but rather is tested for impairment at least annually on December 31, or more frequently

if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable.

We operate as one reporting

unit, therefore, the impairment test is performed at the consolidated entity level.

Recoverability of goodwill is determined by comparing

the fair value of our reporting unit to the carrying value of the underlying net assets in the reporting unit.

If the fair value of our

reporting unit is determined to be less than the carrying value of our net assets, goodwill is deemed impaired, and an impairment loss

is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and

the fair value of our other assets and liabilities.

We provide stock-based compensation in the form of (a) stock awards

to employees and directors, comprised of restricted stock awards and restricted stock units, (b) stock option grants to employees, directors

and consultants, (c) common stock warrants to Publisher Partners (no warrants were issued during the years ended December 31, 2022 or

2021), and (d) common stock warrants to ABG (all as further described in Note 22, Stock-Based Compensation, in our accompanying

represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in

a business combination.

Goodwill is not amortized but rather is tested for impairment at least annually on October 31, or more

frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable.

Recoverability of goodwill is determined by comparing the fair value of our reporting units to the carrying value of the underlying

net assets in the reporting units.

If the fair value of a reporting unit is determined to be less than the carrying value of its net

assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds

the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities.

We determined

our operating segments are our reportable units for goodwill impairment testing, See Note 11 Goodwill in our accompanying

consolidated financial statements.

account for stock awards and stock option grants to employees, directors and consultants, and non-employee awards to certain directors

and consultants by measuring the cost of services received in exchange for the stock-based payments as compensation expense our consolidated

financial statements.

Stock awards and stock option grants to employees and non-employees which are time-vested, are measured at fair

value on the grant date, and charged to operations ratably over the vesting period.

Stock awards and stock option grants to employees

and non-employees which are performance-vested, are measured at fair value on the grant date and charged to operations when the performance

condition is satisfied or over the service period.

fair value measurement of equity awards and grants used for stock-based compensation is as follows:

(1) restricted stock awards and restricted

stock units which are time-vested, are determined using the quoted market price of our common stock at the grant date;

(2) stock option

grants which are time-vested and performance-vested, are determined utilizing the Black-Scholes option-pricing model at the grant date;

(3) restricted stock units and stock option grants which provide for market-based vesting with a time-vesting overlay, are determined

through consultants with our independent valuation firm using the Monte Carlo model at the grant date;

(4) Publisher Partner Warrants

are determined utilizing the Black-Scholes option-pricing model;

and (5) ABG warrants are determined utilizing the Monte Carlo model.

value determined under the Black-Scholes option-pricing model and Monte Carlo model is affected by several variables, the most significant

of which are the life of the stock award, the exercise price of the stock option or warrant, as compared to the fair market value of

our common stock on the grant date, and the estimated volatility of our common stock over the term of the stock award.

Estimated volatility

was determined under the (1) “Probability Weighted Scenarios” (prior to our reverse stock split on February 8, 2022) where

one scenario assumes that our common stock will be up-listed on a national stock exchange (the “Exchange”) on a certain listing

date (the “Up-list”) where the estimated volatility was based on evaluating the average historical volatility of a group

of peer companies that are publicly traded and the second scenario assumes our common stock is not up-listed on the Exchange prior to

the final vesting date of the grants (the “No Up-list”) where the historical volatility of our common stock was evaluated

based upon market comparisons;

and the (2) “Up-list Scenario” (after our reverse stock split on February 8, 2022) where our

estimated volatility is based on evaluating the average historical volatility of a group of peer companies that are publicly traded after

we up-listed to the NYSE American.

The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of grant.

The fair market value of common stock is determined by reference to the quoted market price of our common stock.

have elected to recognize forfeitures as they occur and to recognize stock-based compensation cost on a straight-line basis over the

total requisite service period for awards with graded vesting.

We classify stock-based compensation cost on our consolidated statements

of operations in the same manner in which the award recipient’s cash compensation cost is classified.

We determine the fair value of our reporting units by utilizing the discounted cash flow method

of an income approach and the value indicated by the market approach, comparing transaction prices or stock prices of comparable

guideline companies to our market value.

The income approach utilized a discounted cash flow analysis, incorporating

management’s projections of revenue growth, operating margins, and discount rates that reflect the risk-adjusted cost of

The market approach considered valuation multiples derived from comparable publicly traded companies.

The income and the

market approach are equally weighted when determining fair value of the reportable unit.

These analyses require significant

assumptions and judgments.

These assumptions and judgments include estimation of future cash flows, projections of revenue growth and operating margins, which is dependent on internal

forecasts, estimation of the long-term rates of growth for our business, estimation of the useful life over which cash flows will

occur, determination of a discount rate and the selection of comparable companies and the interpretation of

As well as a control premium determined by utilizing publicly available data from studies for similar transactions of

public companies.

No impairment charges were recorded during the year ended December 31, 2024.

Issued Accounting Pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis