What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-24 compared with 2025-03-10 · 93 added, 109 removed, 309 unchanged (40% of the section changed)

33 unchanged sentences

Our aim is to empower clients to access the most sought-after advertising spaces across diverse platforms tailored to their specific needs and preferences.

Our data-driven approach aims to ensure that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and ROI.

Our data-driven approach aims to ensure that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and return on investment ("ROI").

Our commitment to combining premium inventory access with data-driven programmatic campaign optimization makes us a valuable partner in the success of our clients' advertising and marketing endeavors.

5 unchanged sentences

• provision of creative and media services to advertisers.

Recent Developments

During 2022, the Company began scaling down its operations of Slutzky & Winshman Ltd, a digital media company located in Israel that was acquired in August 2019.

In 2023, we terminated operations in Israel and all employees were terminated.

Also in 2023, we terminated the operation of News Distribution Network, Inc., a newspaper technology company, which we also acquired in 2019, and subsequently rebranded this service as Mediahouse.

During 2024, we terminated the operation of Wild Sky Media Co Ltd., located in Thailand, and all employees were terminated.

At December 31, 2024, these three entities have not yet been dissolved.

During 2024, the Company's consumer insights division maintained a business line which connected clients to individuals with expertise across a multitude of disciplines for consulting on particular projects for those clients.

In March of 2024, the consumer insights division stopped offering those expert broker services and sold the assets related to its expert broker business to a third party.

In June of 2024, W.

Kip Speyer retired from his position as Chairman of the Board, and Harry Schulman resigned from his position as a member of the Board.

In August of 2024, the Board of Directors of the Company appointed Ms.

Elaine Riddell, Mr.

Pergola, and Mr.

Triscari as directors of the Company, effective August 8, 2024.

On November 27, 2024, a judgment was entered against the Company granting damages of $1.7 million in connection with the Ladenburg litigation described in Item 3.

On December 26, 2024, the Company and its subsidiaries entered into the Twenty-First Amendment to the Credit Agreement for the purpose of securing a bond to stay execution of the judgment.

The Company obtained the bond and a stay of execution of the judgment was granted on February 3, 2025.

The Company currently plans to appeal the judgment.

Key Factors Affecting Our Performance

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Limited Number of Customers .

For the year ended December 31, 2024, one customer represented 12.2% of our revenue, and for the year ended December 31, 2023, two customers represented 13.0% and 10.0% of our revenue, respectively.

For the year ended December 31, 2025, two customers represented 13.6% and 11.9% of our revenue, respectively, and for the year ended December 31, 2024, one customer represented 12.2% of our revenue.

The loss of either of these customers could have a material adverse impact on our results of operations in future periods.

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The following are the key financial and operational metrics for the years ended December 31, 2025, and 2024:

December 31, 2024

December 31, 2023

Year Ended December 31,

(in thousands)

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Financing and other expense, net

Adjusted EBITDA (loss) (1)

Adjusted EBITDA (1)

(1) For a reconciliation of net loss to Adjusted EBITDA see “Use of Non-GAAP Financial Measures” below.

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Impairment of Goodwill and Intangibles

Impairment of goodwill and intangibles decreased approximately $17.1 million, or 100%, for the for the year ended December 31, 2024 compared to 2023.

Impairment of goodwill and intangibles increased approximately $786,000, or 100%, for the year ended December 31, 2025, compared to 2024.

Results of Operations

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The following is our analysis for the period.

December 31, 2024

December 31, 2023

Year Ended December 31,

(in thousands)

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Our revenue increased by $2.5 million, or 4%, for the year ended December 31, 2025, compared to the same period in 2024.

For the year ended December 31, 2024, revenue includes $36.5 million, which represents the impact of the Big Village Acquisition, completed in April 2023.

This compares to $31.0 million for the same period in 2023.

The Company focuses on digital publishing, advertising technology, consumer insights, creative services, and media services.

Changes in revenue generated by each such division are set forth below:

December 31, 2024

December 31, 2023

Year Ended December 31,

(in thousands)

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Digital Publishing

Digital publishing revenue decreased by $2.4 million, or 58%, for the year ended December 31, 2024 compared to the same period of 2023.

Digital publishing revenue decreased by $251,000, or 14%, for the year ended December 31, 2025 compared to the same period of 2024.

Approximately $1.5 million, or 3%, of the Company’s revenue for the year ended December 31, 2025 was generated from our digital publishing customers compared to $1.7 million, or 3%, for the same period in 2024.

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Consumer Insights

Consumer insights revenue increased by $3.2 million, or 13%, for the year ended December 31, 2024 compared to the same period in 2023 and represented approximately 48% of the Company’s revenue for the year ended December 31, 2024.

As discussed above, the Big Village Acquisition was completed in April 2023, and is the main driver of the increase in consumer insights revenue for the year ended December 31, 2024.

Consumer insights revenue decreased by $462,000, or 2%, for the year ended December 31, 2025 compared to the same period in 2024.

Approximately $26.6 million, or 45%, of the Company’s revenue for the year ended December 31, 2025 was generated from our consumer insights customers, compared to $27.0 million, or 48%, for the same period in 2024.

Creative Services

Creative services revenue increased by $1.9 million, or 38%, for the year ended December 31, 2024 compared to the same period in 2023, and represented approximately 13% of the Company’s revenue for the year ended December 31, 2024.

As discussed above, the Big Village Acquisition was completed in April 2023, and is the main driver of the increase in creative services revenue for the year ended December 31, 2024.

Creative services revenue increased by $1.5 million, or 21%, for the year ended December 31, 2025 compared to the same period in 2024.

Approximately $8.5 million, or 14%, of the Company’s revenue for the year ended December 31, 2025 was generated from our creative services customers, compared to $7.1 million, or 12% for the same period in 2024.

This increase was driven by an increase in the number of projects for smaller tier revenue customers.

Media Services

Media services revenue increased by $467,000, or 24%, for the year ended December 31, 2024 compared to the same period in 2023, and represented approximately 4% of the Company’s revenue for the year ended December 31, 2024.

Media services revenue decreased by $1.4 million, or 59%, for the year ended December 31, 2025 compared to the same period in 2024.

Approximately $988,000, or 2%, of the Company’s revenue for the year ended December 31, 2025 was generated from our media services customers, compared to $2.4 million, or 4%, for the same period in 2024.

This decrease was related to the timing of customer needs and the moving of certain projects from 2025 to 2026.

Cost of Revenue

December 31, 2024

December 31, 2023

Year Ended December 31,

(in thousands)

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Sales commissions

Cost of revenue increased $8.4 million, or 27%, for the year ended December 31, 2024, compared to the same period of 2023.

For the year ended December 31, 2024, cost of revenue includes $25.9 million, or 64% from the impact of the Big Village Acquisition, which was completed in April 2023.

This compares to $24.0 million, or 75% for the same period in 2023.

Cost of revenue increased by $3.2 million, or 8%, for the year ended December 31, 2025, compared to the same period of 2024.

This increase was due to the factors discussed below:

Direct Salaries and Labor Cost

Direct salaries and labor cost increased $202,000, or 3% for the year ended December 31, 2024 when compared to the same period in 2023.

Direct salaries and labor cost decreased by $1.0 million, or 14%, for the year ended December 31, 2025 when compared to the same period in 2024.

Approximately $6.5 million, or 15%, of the Company's cost of revenue for the year ended December 31, 2025 was a result of direct salaries and labor cost, compared to $7.6 million, or 19%, for the same period in 2024.

This decrease was related to our continued efforts to decrease headcount.

These costs represent salary and labor cost of employees that work directly on customer projects for our consumer insights, creative services, and media services divisions.

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Approximately $14.1 million, or 32%, of the Company's cost of revenue for the year ended December 31, 2025, was a result of direct project cost compared to $11.7 million, or 29%, for the same period in 2024.

As discussed above, the Big Village Acquisition, which was completed in April 2023, is the main driver of the increase in direct project cost for the year ended December 31, 2024.

This increase was related to an increase in customer contracts.

These costs include payments made to third-parties that are directly attributable to the completion of projects that allow for revenue recognition for our consumer insights, creative services, and media services divisions.

Non-Direct Project Cost

Non-direct project cost increased $246,000, or 4%, for the year ended December 31, 2024, when compared to the same period in 2023.

Non-direct project cost decreased by $1.4 million, or 21%, for the year ended December 31, 2025, when compared to the same period in 2024.

Approximately $5.2 million, or 12%, of the Company's cost of revenue for the year ended December 31, 2025, was a result of non-direct project cost compared to $6.6 million, or 16%, for the same period in 2024.

This decrease was related to our continued efforts to reduced headcount.

These costs represent overall client service costs that are not specifically related to a particular project.

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We experienced an increase of $2.8 million, or 22%, for the year ended December 31, 2025 compared to the same period in 2024.

This increase is consistent with the increase noted in revenue for our advertising technology division.

These costs represent payments to media providers and website publishers which drive revenue for our advertising technology division.

Publisher costs were lower in 2024 because we were running political campaigns, which generate lower publisher costs.

We did not run similar campaigns in 2025.

These costs represent payments to media providers and website publishers.

Gross margin was $15.8 million, and $16.5 million for the years December 31, 2025 and 2024.

Our gross margin increased $3.7 million or 29% for the year ended December 31, 2024, when compared to the same period for 2023.

Gross margin as a percentage of revenue remained consistent at 29% for both years ended December 31, 2024 and 2023.

Our gross margin decreased $674,000, or 4%, for the year ended December 31, 2025, when compared to the same period for 2024.

Gross margin as a percentage of revenue decreased to 27% for the year ended December 31, 2025, compared to 29% for the same period of 2024, due to the higher cost of revenue.

General and Administrative Expenses

December 31, 2024

December 31, 2023

Year Ended December 31,

(in thousands)

1 unchanged sentence

Professional fees

Website expenses

Data processing

1 unchanged sentence

General and administrative expenses decreased $5.0 million, or 23%, for the year ended December 31, 2025, compared to the same period in 2024.

The decrease is due to a combination of factors as discussed below.

The decrease was due to a combination of factors as discussed below:

Personnel Cost

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We had 107 total employees as of December 31, 2025, compared to 119 total employees as of December 31, 2024.

Legal fees increased by $1.6 million, or 167%, for the year ended December 31, 2024, compared to the same period in 2023.

This increase is due largely to payments made as part of the ongoing litigation with Ladenburg.

Legal fees decreased by $1.5 million, or 56%, for the year ended December 31, 2025, compared to the same period in 2024.

This decrease is due largely to a decrease in payments made as part of the ongoing litigation with Ladenburg.

For a full description of litigation matters, see Note 16, Commitments and Contingencies, to the consolidated financial statements.

Professional Fees

Professional fees decreased by $1.2 million, or 25%, during the year ended December 31, 2024, when compared to the same period in 2023.

Approximately $1.5 million of overall professional fees during 2023 represented costs associated with the Big Village Acquisition that were one-time in nature, and were not repeated during the current year.

Insurance Cost

Insurance cost decreased by $252,000, or 33%, compared to the same period in 2024.

This change was mainly driven by a reform of the Company's management liability insurance program, including changes to insurance providers, resulting in a decrease in premiums from the prior year.

Data Processing

Data processing costs increased by $509,000, or 57%, during the year ended December 31, 2024, when compared to the same period in 2023.

As discussed above, the Big Village Acquisition was completed in April 2023, and contributed to data processing for nine months of the prior period and for the full twelve months of the current period, and is the main driver of the increase in data processing for the year ended December 31, 2024.

Impairment of Goodwill and Intangibles

During the year ended December 31, 2023, the Company performed an impairment assessment on goodwill and intangibles for the Ad Network, Owned & Operated, and Insights reporting units.

The assessment indicated that the carrying value was in excess of its implied fair value for the Ad Network and Owned & Operated reporting units, resulting in an impairment charge of $14.1 million and $2.9 million for goodwill and intangibles, respectively.

There was no such charge for the same period in 2024, after performing an impairment assessment on goodwill and intangibles for the Ad Network, Owned & Operated, and Insights reporting units.

See Note 6, "Intangible Assets, Net", and Note 7, "Goodwill", to the consolidated financial statements.

Data processing costs decreased by $824,000, or 32%, during the year ended December 31, 2025, when compared to the same period in 2024.

This reduction was due largely to the reclassification of certain components of data processing costs to costs of revenue

Financing Expense (Income)

December 31, 2024

December 31, 2023

Year Ended December 31,

(in thousands)

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Total financing and other expense, net

Financing expense increased $3.4 million, or 38%, for the year ended December 31, 2024, compared to the same period in 2023.

This increase was largely attributable to a $3.5 million increase in interest expense related to the Centre Lane Senior Secured Credit Facility, which reflected higher principal and fees as a result of amendments to the Centre Lane Senior Secured Credit Facility during the year ended December 31, 2024.

Financing and other expense, net, decreased by $83,000, or 1%, for the year ended December 31, 2025, compared to the same period in 2024.

Liquidity and Capital Resources

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Net working capital (deficit)

As of December 31, 2024, we had a cash balance of $2.5 million and a restricted balance of $1.9 million, compared with a cash balance of $4.0 million as of December 31, 2023.

As of December 31, 2025, we had a cash balance of $1.4 million and a restricted cash balance of $1.9 million, compared with a cash balance of $2.5 million and a restricted cash balance of $1.9 million as of December 31, 2024.

The Company’s liquidity needs, and a discussion of how it intends to meet those needs, is discussed below.

See –“Going Concern.”

During the year ended December 31, 2024 and 2023, the Company received $1.9 million and $8.6 million, respectively, in debt financing from the Centre Lane Senior Secured Credit Facility.

We used these funds to secure a bond in connection with our appeal of the Ladenburg litigation during 2024, and to fund the Big Village Acquisition in 2023.

During the year ended December 31, 2024, the Company received $1.9 million in debt financing from the Centre Lane Senior Secured Credit Facility.

We used these funds to secure a bond in connection with our appeal of the Ladenburg litigation during 2024.

During the year ended December 31, 2025, we did not receive additional debt financing from the Centre Lane Senior Secured Credit Facility.

Going Concern

Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $180.3 million as of December 31, 2025.

Cash flows provided by (used in) operating activities were $1.9 million and $(4.7) million for the years ended December 31, 2024, and 2023, respectively.

Cash flows provided by operating activities were $1.3 million and $1.9 million for the years ended December 31, 2025, and 2024, respectively.

As of December 31, 2025, the Company had a working capital deficit of approximately $95.5 million, inclusive of $1.4 million in cash and cash equivalents and $1.9 million in restricted cash.

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The Company is currently exploring several strategic alternatives, including restructuring or refinancing its debt, or seeking additional debt, including borrowing under the Centre Lane Senior Secured Credit Agreement or raising equity capital.

Any refinancing or additional financing may require the consent of Centre Lane under the terms of the Centre Lane Senior Secured Credit Agreement, and there can be no assurance that such consent would be obtained.

The ability to access the capital markets is also dependent upon the volume and market price of the Company's stock, which cannot be assured.

Other measures include reducing or delaying certain business activities, or reducing general and administrative expenses, including a reduction in headcount.

The ultimate success of these plans is not guaranteed.

If the Company is unable to successfully implement one or more of these alternatives, it may be required t seek protection under applicable bankruptcy or insolvency laws.

The ultimate success of these plans is not guaranteed and if we are unable to refinance or restructure the Centre Lane Senior Secured Credit facility, we may not be able to continue as a going concern.

The Company's current cash and working capital, as of the filing of this Annual Report on Form 10-K, is not expected to be sufficient to fund its anticipated level of operations over the next twelve months.

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Centre Lane Senior Secured Credit Facility

On June 5, 2020, the Company and its subsidiaries entered into to the Amended and Restated Senior Secured Credit Agreement between themselves, the lenders party thereto (the "Lenders") and Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent (“Centre Lane Partners”), as amended (the “Credit Agreement”).

On June 5, 2020, the Company and its subsidiaries entered into the Amended and Restated Senior Secured Credit Facility between themselves, the lenders party thereto and Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent (“Centre Lane Partners”), as amended (the “Credit Agreement”).

The Credit Agreement has been amended numerous times to change the terms, including the amounts outstanding, the interest rate, the maturity date and other payment terms.

In connection with the Twentieth Amendment, adjustments were made to the interest rate for outstanding loans as follows:

• Changing the last out term loan PIK rate to the SOFR plus 7% until December 31, 2024, and to the SOFR plus 2% (previously 5%) thereafter;

• Conversion of interest payable on the Seventeenth Amendment loans from April 2024 until June 30, 2025 from a combination of cash and PIK to solely PIK at the rate of 15%, with an option to maintain such terms after June 30, 2025 in exchange for an additional 2% PIK fee or transition to payments made 10% PIK and 5% in cash;

• Extending the due date for the 5% exit fee with respect to the Nineteenth Amendment to December 31, 2024.

On December 26, 2024, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-First Amendment to the Credit Agreement, pursuant to which the Company borrowed an additional approximately $1.9 million from the Lenders (“Twenty-First Amendment Loan Amounts”).

Interest incurred on the Twenty-First Amendment Loan Amounts will be payable in a combination of cash and payments in kind.

Interest to be paid in cash will accrue at (i) a rate of 0% per annum from the date the Twenty-First Amendment Loan Amounts are funded until June 30, 2025 and (ii) a rate of 5% per annum thereafter;

provided, however, if prior to June 30, 2025, the Company informs Centre Lane Partners that it will pay the PIK Fee (as defined below) to the Lenders, then the interest rate will remain 0% per annum.

Interest to be paid in kind will accrue at (x) a rate of 15% per annum from the date the Twenty-First Amendment Loan Amounts are funded until June 30, 2025 and (y) a rate of 10% per annum thereafter;

provided, however, if prior to June 30, 2025, the Company informs Centre Lane Partners that it will pay the PIK Fee to the Lenders, then the interest rate will remain 15% per annum.

For purposes of the foregoing, the “PIK Fee” shall mean an amount equal to 2% of the Twenty-First Amendment Loan Amounts outstanding payable in kind.

As of December 31, 2025, Centre Lane Partners has loaned the Company $39.9 million through Amendments One through Eight (the "Second Out Loans"), Amendments Nine through Sixteen (the "First Out Loans"), and Amendments Seventeen and Twenty-One (the "Third Out Loans").

Effective March 31, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Second Amendment to the Credit Agreement, pursuant to which the following adjustments were made to the outstanding loans:

• Extending the maturity date of the First Out Loans (which no longer include the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans), Second Out Loans (formerly defined as the Last Out Loans), and Third Out Loans (comprised of the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans) from April 20, 2026, to December 20, 2026;

• Changing the Second Out Loans PIK rate to the Term Secured Overnight Financing Rate (“SOFR”) plus 3% and the Second Out loans cash interest rate to 2%;

• Changing the First Out Loans cash interest rate to the Term SOFR plus 2%;

• Changing the Third Out Loans PIK rate to 15%;

• Adjusting the amortization of the Second Out Loans such that quarterly installments of 1% of the aggregate principal amount (after giving effect to capitalized PIK interest) are paid for each quarter in 2025, and quarterly installments of 2% of the aggregate principal amount (after giving effect to capitalized PIK interest) are paid thereafter until maturity;

• Adjusting the amortization of the First Out Loans such that an installment of $700,000 was paid on March 31, 2025, and quarterly installments of $575,000 are paid thereafter until maturity.

Effective September 30, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Third Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on September 30, 2025, including the following modifications:

• Converting the First Out Loans cash interest due on September 30, 2025, to interest PIK;

• Reducing the First Out Loans amortization payment from $575,000 to $250,000 due on September 30, 2025, with the difference deferred to the maturity date of the First Out Loans, which is December 20, 2026;

• Incurring an amendment fee equal to 25 basis points of the First Out Loans, approximately $8,000, which was added to the principal balance as of September 30, 2025;

• Converting the Second Out Loans cash interest due on September 30, 2025, to interest PIK;

• Deferring the Second Out Loans amortization payment due on September 30, 2025, to the maturity date of the Second Out Loans, which is December 20, 2026;

• Following the payments made on September 30, 2025, all loan terms, including cash interest and PIK rates, reverted to the terms established under the Twenty-Second Amendment.

Effective December 31, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Fourth Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on December 31, 2025, including the following temporary modifications:

• Converting the Second Out Loans cash interest due on December 31, 2025, to interest PIK;

• Deferring the Second Out Loans amortization payment due on December 31, 2025, to March 31, 2026.

• Following the payments made on December 31, 2025, all loan terms, including cash interest and PIK rates, reverted to the terms established under the Twenty-Second Amendment.

Quarterly amortization payments resumed and were due on March 31, 2026.

The outstanding principal owed to Centre Lane Partners was $86.1 million and $78.8 million as of December 31, 2025, and December 31, 2024, respectively.

Of the amount outstanding at December 31, 2024, approximately $3.8 million is due by December 31, 2025.

The balance of $75.0 million is due in 2026.

The First Out Loans and the Last Out Loans have a maturity date of April 20, 2026;

the Twenty-First Amendment Loan Amounts have a maturity date of the earlier of (i) the date upon which certain litigation is resolved and results in the Company being obligated to pay a certain amount in connection with such litigation and (ii) April 20, 2026;

and the Nineteenth Amendment Term Loans had a maturity date of December 31, 2024, in which the loan balance was repaid.

The amount due under the Credit Agreement bears interest at 7.0% per annum plus the Secured Overnight Financing Rate ("SOFR").

At December 31, 2024, the SOFR was 4.71%, thus the overall interest rate on this facility was 11.71% per annum at December 31, 2024.

Of the amount outstanding at December 31, 2025, approximately $1.8 million is due on March 31, 2026, $1.4 million is due on June 30, 2026, and $1.4 million is due on September 30, 2026.

The remaining principal balance of $81.5 million is due on December 20, 2026.

For a full description of the Centre Lane Senior Secured Credit Facility, see Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

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(in thousands)

Cash flow provided by (used in) operating activities

Cash flow provided by operating activities

Cash flow used in investing activities

Cash flow (used in) provided by financing activities

Net increase in cash and cash equivalents, net of impact of exchange rates

Cash flow used in financing activities

Net (decrease) increase in cash and cash equivalents, net of impact of exchange rates

Operating Activities

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For the year ended December 31, 2025, cash provided by operating activities was $1.3 million.

The primary factors affecting our operating cash flows during the period were our net loss of $13.5 million, adjusted for non-cash charges of $1.9 million for amortization of intangible assets, $2.2 million of amortization of debt discount, $9.6 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, $786,000 of impairment of goodwill and intangible assets, $125,000 for stock option compensation expense, and a $320,000 net change in operating assets and liabilities.

The primary drivers of the changes in operating assets and liabilities were a $1.5 million increase in accounts receivable, a $311,000 increase in prepaid expenses and other assets, and a $363,000 decrease in other liabilities, partially offset by a $2.0 million increase in accounts payable and accrued expenses.

For the year ended December 31, 2024, cash provided by operating activities was $1.9 million.

The primary factors affecting our operating cash flows during the period were our net loss of $17.0 million, adjusted for non-cash charges of $1.9 million for amortization of intangible assets, $2.7 million of amortization of debt discount, $9.4 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, $254,000 for stock option compensation expense, and a $4.4 million net change in operating assets and liabilities.

The primary drivers of the changes in operating assets and liabilities were a $1.7 million decrease in deferred revenue, a $369,000 decrease in accounts receivable, a $198,000 decrease in prepaid expenses and other current assets, a $5.2 million increase in accounts payable and accrued expenses, and a $1.2 million increase in other liabilities.

For the year ended December 31, 2023, cash used in operating activities was $4.7 million.

The primary factors affecting our operating cash flows during the period were our net loss of $35.6 million, adjusted for non-cash charges of $2.5 million for amortization of intangible assets, $2.1 million of amortization of debt discount, $17.1 million impairment of goodwill and intangibles, $6.7 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, $58,000 for the allowance of expected credit losses, $196,000 for stock option compensation expense, and a $2.1 million net change in operating assets and liabilities.

The primary drivers of the changes in operating assets and liabilities were a $1.3 million increase in accounts receivables, a $735,000 decrease in accounts payable and accrued expenses, a decrease in other liabilities of $472,000, a decrease in prepaid expenses and other current assets of $360,000, and a $701,000 decrease in deferred revenue.

Investing Activities

Cash used in investing activities of $110,000 and $14,000 for the years ended December 31, 2024 and 2023, respectively, was related to $14,000 used for the purchase of property and equipment in both 2023 and 2024, and $96,000 used for website enhancement during the year ended December 31, 2024.

During the year ended December 31, 2025, the Company used cash of $111,000 in investing activities, which was attributable to the purchase of property and equipment of $111,000.

During the year ended December 31, 2024, the Company used cash of $110,000 in investing activities, which was largely attributable to the purchase of property and equipment of $14,000, and website enhancements of $96,000.

Financing Activities

During the year ended December 31, 2025, the Company used cash of $2.3 million in financing activities, which is largely attributable to repayment of principal on the Centre Lane Senior Secured Credit Facility of $2.3 million.

During the year ended December 31, 2024, the Company used cash of $1.4 million in financing activities, which is largely attributable to repayment of principal on the Centre Lane Senior Secured Credit Facility of $3.1 million, partially offset by the draw of $1.9 million on the Centre Lane Senior Secured Credit Facility that we used to secure a bond in connection with our appeal of the Ladenburg litigation.

During the year ended December 31, 2023, the Company drew $8.4 million of debt financing from the Centre Lane Senior Secured Credit Facility, which was primarily used to fund our working capital needs.

Contractual Obligations and Commitments

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A reconciliation of net loss before taxes to non-GAAP EBITDA and Adjusted EBITDA is as follows:

December 31, 2024

December 31, 2023

Year Ended December 31,

(in thousands)

6 unchanged sentences

Interest expense - Centre Lane Senior Secured Credit Facility and Convertible Promissory Notes

EBITDA (loss)

Stock compensation expense

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Non-recurring severance expense

Adjusted EBITDA (loss)

Adjusted EBITDA

Critical Accounting Policies

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The Company recognizes revenue once the performance obligation is satisfied at a point in time, on a gross basis, net of adjustments based on the number of advertisements delivered.

Consumer insights revenues are generated by providing primary and secondary research, competitive intelligence, and expert insight to address customers' strategic issues.

The Company recognizes revenue as the services are rendered, by applying the percentage of completion method on a cost-to-cost basis to measure progress toward satisfaction of the performance obligation.

Progress toward satisfaction of the performance obligation is measured based on costs incurred to-date relative to the total estimated costs expected to be incurred in providing services.

The Company does not include costs that do not contribute to its progress toward satisfying its promise to the customer.

Consumer insights revenues are generated from providing primary and secondary research, competitive intelligence, expert insight, data solutions, and analytic services designed to address customers’ strategic needs.

For research engagements where services are delivered over time and progress can be measured, the Company recognizes revenue using a percentage of completion method on a cost-to-cost basis.

Under this method, progress toward satisfaction of the performance obligation is measured based on costs incurred to date relative to total estimated costs expected to be incurred.

Costs that do not contribute to progress toward satisfying the performance obligation are excluded.

For subscription-based offerings, revenue is recognized ratably over the contractual service period as the customer receives the benefits of the services.

For research deliverables, revenue is recognized at a point in time when control of the deliverable transfers to the customer.

For certain data and platform-based solutions, revenue is recognized either (i) monthly based on variable consideration as invoiced or (ii) at a point in time when the underlying service or data is made available, depending on the contractual terms.

Creative services revenues are generated by delivering campaign services to customers.

10 unchanged sentences

Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed.

We review our goodwill for impairment on an annual basis at September 30 or more frequently if events or a change in circumstances indicates that the carrying amount may not be recoverable.

We review our goodwill for impairment on an annual basis at October 1 or more frequently if events or a change in circumstances indicates that the carrying amount may not be recoverable.

We test goodwill for impairment at a level within the Company referred to as a reporting unit.

8 unchanged sentences

No impairment loss is recognized if the fair value of the reporting unit exceeds its carrying value.

See Note 7, "Goodwill" to the consolidated financial statements for details regarding goodwill impairment.

See Note 7, Goodwill, to the consolidated financial statements.

Valuation for Debt Modifications and Extinguishment

2 unchanged sentences

The Company is required to perform an analysis of the change in each amendment to determine whether the change represents a modification or an extinguishment of debt.

As part of this analysis, the Company must first evaluate whether the amendment constitutes a troubled debt restructuring before assessing whether the change should be accounted for as a modification or an extinguishment of debt.

Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow.

31 unchanged sentences

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