What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-12 · 242 added, 103 removed, 223 unchanged (61% of the section changed)

9 unchanged sentences

(together with its wholly-owned subsidiaries, the “Company,” “Bright Mountain” or “we”) is an end-to-end marketing services company that helps brands with the right audiences, at the right time, with the right message, both effectively and efficiently by removing the middlemen in the marketing workflow.

Our end-to-end offerings combine consumer insights with creative services, media services, and advertising technology to deliver solutions to improve audience fidelity for brands.

We focus on digital publishing, advertising technology, consumer insights, creative services, and media services.

Our end-to-end offerings combine consumer insights with creative and media services, and advertising technology to deliver solutions to improve audience fidelity for brands.

We focus on digital publishing, advertising technology, consumer insights, and creative and media services.

Digital Publishing

Our digital publishing division focuses on developing content that attracts an audience and monetizes that audience through advertising.

The current portfolio of owned and operated websites is focused on moms, parenting, families, and more broadly, women.

The portfolio consists of popular websites including Mom.com, Cafemom.com, LittleThings.com, and MamasLatinas.com.

This demographic is highly sought after by brands and their advertising agencies.

We use internal and external technologies to constantly improve the effectiveness and efficiency of the content we create.

Our portfolio of owned and operated websites is focused on parenting, families, women's lifestyle, and related consumer interests.

As of June 30, 2026, our portfolio includes Cafemom.com, LittleThings.com, MamasLatinas.com, and other digital media properties.

We use internal and external technologies to continually improve the effectiveness and efficiency of the content we create.

Our publishing division monetizes its audiences through both direct and programmatic advertising sales.

During the three and six months ended June 30, 2026, the Company completed the sale of the Mom.com domain name and related assets.

See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

Advertising Technology

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Our cutting-edge approach combines advanced data analytics and comprehensive market research, to uncover actionable insights that drive informed decision-making.

Creative Services

Our creative services division transforms data into award-winning campaigns.

We are uniquely able to leverage insights teams with highly strategic media planning and buying teams to ensure brands not only position their advertising precisely, but also yield impactful business results.

Our goal is to combine data-driven decisions with creativity fueled by a deep understanding of modern culture.

Media Services

Our media services division focuses on advertisers and agencies by providing access to premium inventory, and leveraging data to optimize programmatic campaigns.

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 ensures that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and return on investment.

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

Creative and Media Services

Our creative and media services division provides integrated advertising and marketing solutions that combine data-driven insights, strategic media planning and buying, creative campaign development, and programmatic media execution.

By leveraging data, premium advertising inventory, and audience targeting capabilities, we help clients deliver effective campaigns that maximize reach, optimize performance, and improve return on investment.

The Company generates revenue through:

4 unchanged sentences

• provision of creative and media services to advertisers.

Recent Developments

Creative and Media Services Consolidation

During the second quarter of 2026, the Company consolidated the reporting of its creative services and media services divisions, which were previously presented as separate operating segments.

Both divisions operate under the same legal entity (Deep Focus Agency, LLC) and brand (Deep Focus), and the Company determined that combined reporting more accurately reflects the integrated nature of these operations.

As a result, financial reporting for the creative and media divisions are now presented on a combined basis, and the description of these divisions' activities is now also presented on a combined basis.

This change in presentation does not affect the Company's total consolidated financial figures

Sale of Mom.com Domain Name

On June 10, 2026, the Company, through its wholly owned subsidiary, CL Media Holdings, LLC, entered into a Domain Name and Social Media Handles Purchase and Sale Agreement with Static Media, Inc., pursuant to which the Company sold the Mom.com domain name and related social media accounts to Static Media, Inc., for a purchase price of $1.1 million.

The sale reflects the Company's intention to focus its attention on its core research, advertising, and technology operations rather than digital publishing, as in the Company's view its digital publishing activities were not aligned with its long-term strategic direction

In connection with the transaction, the Company obtained the consent of Centre Lane Partners, as administrative agent and collateral agent, and the lenders under the Centre Lane Senior Secured Credit Facility.

Pursuant to the consent, the Company agreed to apply approximately $613,000 of the proceeds from the sale to prepay a portion of the First Out Term Loans outstanding under the Centre Lane Senior Secured Credit Facility.

The prepayment was applied in full satisfaction of the amortization payment due on the First Out Term Loans on June 30, 2026.

Further, the consent provided that all other amounts due under the Centre Lane Senior Secured Credit Facility on June 30, 2026, including the amortization payment due on the Second Out Loans, would be paid-in-kind instead of paid in cash.

See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

Key Factors Affecting Our Performance

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Limited Number of Customers .

During the three months ended March 31, 2026, three customers represented 48.9% of revenue.

During the three months ended March 31, 2025, one customer represented 15.4% of revenue.

During the six months ended June 30, 2026, three customers represented 46.2% of revenue.

During the six months ended June 30, 2025, one customer represented 15.6% of revenue.

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

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We monitor the following key financial and operational metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

The following is our analysis for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following is our analysis for the three and six months ended June 30, 2026, and 2025:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

1 unchanged sentence

General and administrative expenses

Gain on sale of intangible assets

Income (loss) from operations

8 unchanged sentences

• provision of creative and media services to advertisers.

Revenue decreased by $227,000, or 2%, for the three months ended March 31, 2026, compared to the same period in 2025.

See below for a detailed analysis of revenue for the three months ended March 31, 2026 and 2025.

Revenue decreased by $1.8 million, or 12%, for the three months ended June 30, 2026, compared to the same period in 2025.

Revenue decreased by $2 million, or 7%, for the six months ended June 30, 2026, compared to the same period in 2025.

See below for a detailed analysis of revenue for the three and six months ended June 30, 2026, and 2025.

Cost of Revenue

Cost of revenue includes internal labor and payment to third parties for services performed to drive revenue, which includes the publisher cost paid for ad exchange on third party sites, advertising fees, personnel costs, technology and data related costs, fees paid for content creation, influencers, writers, and sales commission.

Cost of revenue decreased by $264,000, or 3%, for the three months ended March 31, 2026, compared to the same period in 2025.

See below for a detailed analysis of cost of revenue for the three months ended March 31, 2026 and 2025.

Cost of revenue decreased by $1.2 million, or 9%, for the three months ended June 30, 2026, compared to the same period in 2025.

Cost of revenue decreased by $1.4 million, or 6%, for the six months ended June 30, 2026, compared to the same period in 2025.

See below for a detailed analysis of cost of revenue for the three and six months ended June 30, 2026, and 2025.

General and Administrative Expenses

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and (v) facility costs.

General and administrative expenses decreased by $2.0 million, or 43%, for the three months ended March 31, 2026, compared to the same period in 2025.

See below for a detailed analysis of general and administrative expenses for the three months ended March 31, 2026 and 2025.

General and administrative expenses decreased by $418,000, or 10%, for the three months ended June 30, 2026, compared to the same period in 2025.

General and administrative expenses decreased by $2.4 million, or 28% for the six months ended June 30, 2026, compared to the same period in 2025.

See below for a detailed analysis of general and administrative expenses for the three and six months ended June 30, 2026, and 2025.

Results of Operations

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This analysis should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this Quarterly Report on Form 10-Q.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Net loss for the quarter ended March 31, 2026 was $1.3 million as compared to a net loss of $3.2 million for the same period in 2025.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Net loss for the quarter ended June 30, 2026 was $3.2 million, as compared to a net loss of $4.1 million, for the same period in 2025.

The following is our analysis for the period:

Three Months Ended March 31,

Three Months Ended June 30,

(in thousands)

1 unchanged sentence

General and administrative expenses

Gain on sale of intangible assets

Loss from operations

Financing and other expense, net

Gross margin percentage

Revenue decreased by $1.8 million, or 12%, for the three months ended June 30, 2026, compared to the same period in 2025.

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

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

Three Months Ended June 30,

(in thousands)

Digital publishing

Advertising technology

Consumer insights

Creative and media services

Total revenue

Digital Publishing

Digital publishing revenue decreased by $62,000, or 17%, for the three months ended June 30, 2026, compared to the same period in 2025.

Approximately $297,000, or 2%, of the Company’s revenue for the three months ended June 30, 2026, was generated from our digital publishing customers, compared to $359,000, or 2%, for the same period in 2025.

Advertising Technology

Advertising technology revenue increased by $1.3 million, or 26%, for the three months ended June 30, 2026, compared to the same period in 2025.

Approximately $6.4 million, or 47%, of the Company’s revenue for the three months ended June 30, 2026, was generated from our advertising technology customers compared to $5.1 million, or 33%, for the same period in 2025.

This growth was driven by our ability to leverage our resources to attract top advertisers, which in turn allowed us to onboard premium publishers.

This led to an increase in volume, as well as rates and overall revenue.

Consumer Insights

Consumer insights revenue decreased by $2.4 million, or 33%, for the three months ended June 30, 2026, compared to the same period in 2025.

Approximately $4.9 million, or 36%, of the Company’s revenue for the three months ended June 30, 2026, was generated from our consumer insights customers compared to $7.3 million, or 48%, for the same period in 2025.

This decrease was driven by a decrease in contract value for certain larger tier revenue customers.

Creative and Media Services

Creative and media services revenue decreased by $646,000, or 25%, for the three months ended June 30, 2026, compared to the same period in 2025.

Approximately $2.0 million, or 14%, of the Company’s revenue for the three months ended June 30, 2026, was generated from our creative and media services customers compared to $2.6 million, or 17%, for the same period in 2025.

This decrease was driven by a decrease in the number of projects for certain larger tier revenue customers.

Cost of Revenue

Three Months Ended June 30,

(in thousands)

Direct salaries and labor costs

Direct project costs

Non-direct project costs

Publisher costs

Content creation

Sales commissions

Total cost of revenue

Cost of revenue decreased by $1.2 million, or 9%, for the three months ended June 30, 2026, compared to the same period in 2025.

This decrease was due to the factors discussed below:

Direct Salaries and Labor Cost

Direct salaries and labor cost decreased by $1.6 million, or 86%, for the three months ended June 30, 2026, compared to the same period in 2025.

Approximately $259,000, or 2%, of the Company's cost of revenue for the three months ended June 30, 2026, was a result of direct salaries and labor cost compared to $1.9 million, or 15%, for the same period in 2025.

This decrease was primarily attributable to continued headcount reductions within our consumer insights and creative and media services divisions as part of our ongoing cost optimization initiatives.

In connection with these workforce reductions, the Company increased its use of third-party consultants to support customer projects, with those costs included within direct project costs.

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

Direct Project Cost

Direct project cost decreased by $1.6 million, or 32%, for the three months ended June 30, 2026, compared to the same period in 2025.

Approximately $3.3 million, or 30%, of the Company's cost of revenue for the three months ended June 30, 2026, was a result of direct project cost compared to $4.9 million, or 40%, during the same period in 2025.

This decrease was primarily attributable to a reduction in customer contracts, partially offset by increased third-party consultant costs incurred to support customer projects following workforce reductions.

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 and creative and media services divisions.

Non-Direct Project Cost

Non-direct project cost increased by $1.1 million, or 93%, for the three months ended June 30, 2026, compared to the same period in 2025.

Approximately $2.2 million, or 20%, of the Company's cost of revenue for the three months ended June 30, 2026, was a result of non-direct project cost compared to $1.2 million, or 9%, for the same period in 2025.

This increase was primarily attributable to the Company's increased use of third-party contractors to support client service activities following workforce reductions.

Contractor costs are included within both direct project cost and non-direct project cost depending on the nature of the services provided.

These costs represent overall client service costs that are not specifically related to a particular project, but relate to services for our consumer insights and creative and media services divisions.

Publisher Cost

Publisher cost increased by $1.0 million, or 28%, for the three months ended June 30, 2026, compared to the same period in 2025.

Approximately $4.7 million, or 42%, of the Company's cost of revenue for the three months ended June 30, 2026, was a result of publisher cost compared to $3.7 million, or 30%, for the same period in 2025.

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

These costs represent payments to media providers and website publishers.

Gross margin was approximately $2.4 million and $3.0 million for the three months ended June 30, 2026, and 2025, respectively.

Our gross margin decreased $619,000, or 20%, for the three months ended June 30, 2026, compared to the same period of 2025.

Gross margin as a percentage of revenue decreased to 18% for the three months ended June 30, 2026, compared to 20% for the same period of 2025.

General and Administrative Expenses

Three Months Ended June 30,

(in thousands)

Personnel costs

Professional fees

Data processing

Total general and administrative expense

Gross margin as a percentage of general and administrative expense

General and administrative expenses decreased by $418,000, or 10%, for the three months ended June 30, 2026, compared to the same period in 2025.

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

Personnel Cost

Personnel cost decreased by $301,000, or 17%, for the three months ended June 30, 2026, compared to the same period in 2025.

This change was mainly driven by a decrease in the Company's head count by a net change of 33 employees.

The Company's employee headcount was 82 and 115 at June 30, 2026, and 2025, respectively.

Gain on Sale of Intangible Assets

During the three months ended June 30, 2026, Company recognized a gain on the sale of intangible assets of approximately $1.1 million, related to the sale of the Mom.com domain name and related social media accounts.

The gain resulted from the proceeds received from the transaction exceeding the carrying value of the intangible assets sold.

The transaction was completed on June 10, 2026.

See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

Financing Expense (Income)

Three Months Ended June 30,

(in thousands)

Interest expense

Other expense (income)

Total financing and other expense, net

Financing and other expense, net, increased slightly by $13,000 for the three months ended June 30, 2026, compared to the same period in 2025.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Net loss for the six months ended June 30, 2026 was $4.5 million, as compared to a net loss of $7.3 million, for the same period in 2025.

The following is our analysis for the period:

Six Months Ended June 30,

(in thousands)

Cost of revenue

General and administrative expenses

Gain on sale of intangible assets

Income (loss) from operations

1 unchanged sentence

Gross margin percentage

Revenue decreased by $227,000, or 2%, for the three months ended March 31, 2026, compared to the same period in 2025.

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

Revenue decreased by $2.0 million, or 7%, for the six months ended June 30, 2026, compared to the same period in 2025.

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

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

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

2 unchanged sentences

Consumer insights

Creative services

Media services

Creative and media services

Total revenue

Digital Publishing

Digital publishing revenue decreased by $302,000, or 52%, for the three months ended March 31, 2026, compared to the same period in 2025.

Approximately $281,000, or 2%, of the Company’s revenue for the three months ended March 31, 2026, was generated from our digital publishing customers, compared to $583,000, or 4%, for the same period in 2025.

Digital publishing revenue decreased by $364,000, or 39%, for the six months ended June 30, 2026, compared to the same period in 2025.

Approximately $578,000, or 2%, of the Company’s revenue for the six months ended June 30, 2026, was generated from our digital publishing customers, compared to $942,000, or 3%, for the same period in 2025.

This reduction was primarily due to macroeconomic factors, which reduced traffic to our website, coupled with an overall reduction in spending by some customers related to inflationary concerns.

Advertising Technology

Advertising technology revenue increased by $2.4 million, or 57%, for the three months ended March 31, 2026, compared to the same period in 2025.

Approximately $6.6 million, or 48%, of the Company’s revenue for the three months ended March 31, 2026, was generated from our advertising technology customers compared to $4.2 million, or 30%, for the same period in 2025.

Advertising technology revenue increased by $3.7 million, or 40%, for the six months ended June 30, 2026, compared to the same period in 2025.

Approximately $13.1 million, or 47%, of the Company’s revenue for the six months ended June 30, 2026, was generated from our advertising technology customers compared to $9.3 million, or 32%, for the same period in 2025.

This growth was driven by our ability to leverage our resources to attract top advertisers, which in turn allowed us to onboard premium publishers.

1 unchanged sentence

Consumer Insights

Consumer insights revenue decreased by $2.0 million, or 28%, for the three months ended March 31, 2026, compared to the same period in 2025.

Approximately $5.0 million, or 36%, of the Company’s revenue for the three months ended March 31, 2026, was generated from our consumer insights customers compared to $7.0 million, or 49%, for the same period in 2025.

Consumer insights revenue decreased by $4.4 million, or 30%, for the six months ended June 30, 2026, compared to the same period in 2025.

Approximately $10.0 million, or 36%, of the Company’s revenue for the six months ended June 30, 2026, was generated from our consumer insights customers compared to $14.4 million, or 49%, for the same period in 2025.

This decrease was driven by a decrease in contract value for certain larger tier revenue customers.

Creative Services

Creative services revenue increased by $490,000, or 33%, for the three months ended March 31, 2026, compared to the same period in 2025.

Approximately $2.0 million, or 14%, of the Company’s revenue for the three months ended March 31, 2026, was generated from our creative services customers compared to $1.5 million, or 11% for the same period in 2025.

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

Media Services

Media services revenue decreased by $829,000, or 99%, for the three months ended March 31, 2026, compared to the same period in 2025.

Approximately $12,000, or 0.1%, of the Company’s revenue for the three months ended March 31, 2026, was generated from our media services customers compared to $841,000, or 6%, for the same period in 2025.

Creative and Media Services

Creative and media services revenue decreased by $985,000, or 20%, for the six months ended June 30, 2026, compared to the same period in 2025.

Approximately $4.0 million, or 14%, of the Company’s revenue for the six months ended June 30, 2026, was generated from our creative and media services customers compared to $4.9 million, or 17%, for the same period in 2025.

This decrease was driven by a decrease in the number of projects for certain larger tier revenue customers.

Cost of Revenue

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

6 unchanged sentences

Total cost of revenue

Cost of revenue decreased by $264,000, or 3%, for the three months ended March 31, 2026, compared to the same period in 2025.

Cost of revenue decreased by $1.4 million, or 6%, for the six months ended June 30, 2026, compared to the same period in 2025.

This decrease was due to the factors discussed below:

Direct Salaries and Labor Cost

Direct salaries and labor cost decreased by $1.4 million, or 80%, for the three months ended March 31, 2026, compared to the same period in 2025.

Approximately $371,000, or 4%, of the Company's cost of revenue for the three months ended March 31, 2026, was a result of direct salaries and labor cost compared to $1.8 million or 18%, for the same period in 2025.

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

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

Direct salaries and labor cost decreased by $3.0 million, or 83%, for the six months ended June 30, 2026, compared to the same period in 2025.

Approximately $630,000, or 3%, of the Company's cost of revenue for the six months ended June 30, 2026, was a result of direct salaries and labor cost compared to $3.7 million, or 16%, for the same period in 2025.

This decrease was primarily attributable to continued headcount reductions within our consumer insights and creative and media services divisions as part of our ongoing cost optimization initiatives.

In connection with these workforce reductions, the Company increased its use of third-party consultants to support customer projects, with those costs included within direct project costs.

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

Direct Project Cost

Direct project cost decreased by $2.4 million, or 67%, for the three months ended March 31, 2026, compared to the same period in 2025.

Approximately $1.2 million, or 12%, of the Company's cost of revenue for the three months ended March 31, 2026, was a result of direct project cost compared to $3.6 million, or 37%, during the same period in 2025.

This decrease was related to a decrease 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.

Direct project cost decreased by $4.0 million, or 47%, for the six months ended June 30, 2026, compared to the same period in 2025.

Approximately $4.5 million, or 22%, of the Company's cost of revenue for the six months ended June 30, 2026, was a result of direct project cost compared to $8.5 million, or 38%, during the same period in 2025.

Non-Direct Project Cost

Non-direct project cost increased by $1.4 million, or 143%, for the three months ended March 31, 2026, compared to the same period in 2025.

Approximately $2.4 million, or 25%, of the Company's cost of revenue for the three months ended March 31, 2026, was a result of non-direct project cost compared to $1.0 million, or 10%, for the same period in 2025.

This increase is consistent with the increase noted in revenue from our creative services division.

These costs represent overall client service costs that are not specifically related to a particular project, but relate to services for our consumer insights, creative services, and media services divisions.

Non-direct project cost increased by $2.5 million, or 116%, for the six months ended June 30, 2026, compared to the same period in 2025.

Approximately $4.7 million, or 22%, of the Company's cost of revenue for the six months ended June 30, 2026, was a result of non-direct project cost compared to $2.2 million, or 10%, for the same period in 2025.

This increase was primarily attributable to the Company's increased use of third-party contractors to support client service activities following workforce reductions.

Contractor costs are included within both direct project cost and non-direct project cost depending on the nature of the services provided.

Publisher Cost

Publisher cost increased by $1.9 million, or 62%, for the three months ended March 31, 2026, compared to the same period in 2025.

Approximately $4.9 million, or 51%, of the Company's cost of revenue for the three months ended March 31, 2026, was a result of publisher cost compared to $3.0 million, or 31%, for the same period in 2025.

Publisher cost increased by $2.9 million, or 43%, for the six months ended June 30, 2026, compared to the same period in 2025.

Approximately $9.6 million, or 46%, of the Company's cost of revenue for the six months ended June 30, 2026, was a result of publisher cost compared to $6.7 million, or 30%, for the same period in 2025.

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

These costs represent payments to media providers and website publishers.

Gross margin was $4.3 million and $4.3 million for the three months ended March 31, 2026, and 2025, respectively.

Our gross margin remained consistent for the three months ended March 31, 2026, when compared to the same period of 2025.

Gross margin as a percentage of revenue increased to 31% for the three months ended March 31, 2026, compared to 30% for the same period of 2025 due to the slight decrease in cost of revenue.

Gross margin was approximately $6.7 million and $7.3 million for the six months ended June 30, 2026, and 2025, respectively.

Our gross margin decreased $582,000, or 8%, for the six months ended June 30, 2026, compared to the same period of 2025.

Gross margin as a percentage of revenue decreased slightly to 24% for the six months ended June 30, 2026, compared to 25% for the same period of 2025.

General and Administrative Expenses

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

4 unchanged sentences

Gross margin as a percentage of general and administrative expense

General and administrative expenses decreased by $2.0 million, or 43%, for the three months ended March 31, 2026, compared to the same period in 2025.

General and administrative expenses decreased by $2.4 million, or 28%, for the six months ended June 30, 2026, compared to the same period in 2025.

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

Personnel Cost

Personnel cost decreased by $173,000, or 9%, for the three months ended March 31, 2026, compared to the same period in 2025.

Personnel cost decreased by $474,000, or 13%, for the six months ended June 30, 2026, compared to the same period in 2025.

This change was mainly driven by a decrease in the Company's head count by a net change of 33 employees.

The Company's employee headcount was 99 and 116 at March 31, 2026 and 2025, respectively.

Legal fees decreased by $1.6 million, or 347%, for the three months ended March 31, 2026, compared to the same period in 2025.

This decrease was due largely to a $1.1 million gain related to a non-recurring settlement of ongoing litigation with Ladenburg.

The Company's employee headcount was 82 and 115 at June 30, 2026 and 2025, respectively.

Legal fees decreased by $1.7 million, or 255%, for the six months ended June 30, 2026, compared to the same period in 2025.

This decrease was due largely to a $1.1 million gain related to a non-recurring settlement of litigation with Ladenburg.

See Note 15, Commitments and Contingencies, to the consolidated financial statements.

Professional Fees

Professional fees increased by $108,000, or 7%, for the six months ended June 30, 2026, compared to the same period in 2025.

This increase was primarily driven by transaction-related professional fees associated with the sale of the Mom.com domain name and related social media accounts, completed during the second quarter of 2026.

See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

Data Processing

Data processing expenses decreased by $252,000, or 40%, for the three months ended March 31, 2026, compared to the same period in 2025.

Data processing expenses decreased by $231,000, or 25%, for the six months ended June 30, 2026, compared to the same period in 2025.

This decrease was related to a reclassification of certain components of software costs from website expenses to cost of revenue.

Gain on Sale of Intangible Assets

During the six months ended June 30, 2026, Company recognized a gain on the sale of intangible assets of approximately $1.1 million, related to the sale of the Mom.com domain name and related social media accounts.

The gain resulted from the proceeds received from the transaction exceeding the carrying value of the intangible assets sold.

The transaction was completed on June 10, 2026.

See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

Financing Expense (Income)

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

2 unchanged sentences

Total financing and other expense, net

Financing and other expense, net, increased by $64,000, or 2%, for the three months ended March 31, 2026, compared to the same period in 2025.

Financing and other expense, net, increased slightly by $77,000, or 1%, for the six months ended June 30, 2026, compared to the same period in 2025.

Use of Non-GAAP Financial Measures

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

1 unchanged sentence

Depreciation expense

Amortization of intangibles

Amortization of intangible assets

Gain on sale of intangible assets

Amortization of debt discount

1 unchanged sentence

Interest expense - Centre Lane Senior Secured Credit Facility

EBITDA (loss)

Stock compensation expense

2 unchanged sentences

Non-recurring severance expense

Adjusted EBITDA

Adjusted EBITDA (loss)

Liquidity and Capital Resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash.

The following table summarizes total current assets, total current liabilities, and net working capital (deficit) as of March 31, 2026, as compared to December 31, 2025:

March 31, 2026

The following table summarizes total current assets, total current liabilities, and net working capital (deficit) as of June 30, 2026, as compared to December 31, 2025:

June 30, 2026

December 31, 2025

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Net working capital (deficit)

As of March 31, 2026, we had a cash balance of $594,000 and a restricted cash balance of $1.9 million, compared with a cash balance of $1.4 million and a restricted cash balance of $1.9 million as of December 31, 2025.

Subsequent decreases in restricted cash associated with the settlement agreement entered into with Ladenburg are discussed further in Note 15, Commitments and Contingencies, and Note 20, Subsequent Events, to the consolidated financial statements.

As of June 30, 2026, we had a cash balance of $1.0 million and no restricted cash, compared with a cash balance of $1.4 million and a restricted cash balance of $1.9 million as of December 31, 2025.

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

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Going Concern

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $181.6 million as of March 31, 2026.

Cash flows used in operating activities were $196,000 and $350,000 for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the Company had a working capital deficit of approximately $96.2 million inclusive of $594,000 in cash and cash equivalents and $1.9 million in restricted cash.

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $184.8 million as of June 30, 2026.

Cash flows provided by (used in) operating activities were $(483,000) and $1.2 million for the six months ended June 30, 2026, and 2025, respectively.

As of June 30, 2026, the Company had a working capital deficit of approximately $99.0 million, inclusive of $1.0 million in cash and cash equivalents.

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

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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.

As of March 31, 2026, in addition to the acquisition financing provided to the Company effective June 1, 2020, Centre Lane Partners had loaned the Company an additional $39.9 million through Amendments One through Eight (the “Second Out Loans”), Amendments Nine through Sixteen and Nineteen (the “First Out Loans”), and Amendments Seventeen and Twenty-One (the “Third Out Loans”) to provide liquidity to fund operations.

As of June 30, 2026, in addition to the acquisition financing provided to the Company effective June 1, 2020, Centre Lane Partners had loaned the Company an additional $39.9 million through Amendments One through Eight (the “Second Out Loans”), Amendments Nine through Sixteen and Nineteen (the “First Out Loans”), and Amendments Seventeen and Twenty-One (the “Third Out Loans”) to provide liquidity to fund operations.

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:

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• Following payments made on March 31, 2026, all loan terms, including cash interest rates, were reverted to the terms established under the Twenty-Second Amendment.

Quarterly amortization payments resumed and are due on June 30, 2026.

As of March 31, 2026, we owed Centre Lane $88.2 million under the Centre Lane Senior Secured Credit Facility.

Of this amount, $1.4 million is due on June 30, 2026, $1.4 million is due on September 30, 2026, and the remaining principal balance of $85.4 million is due on December 31, 2026.

Quarterly amortization payments resumed and were due on June 30, 2026.

On May 21, 2026, the Company entered into the Twenty-Sixth Amendment to the Credit Agreement with Centre Lane Partners.

The amendment modified certain provisions applicable to the Twenty-First Amendment Term Loans, including prepayment provisions, and provided for the waiver of certain potential events of default related to the timing of required prepayments following settlement of the Ladenburg litigation and release of the related bond collateral.

In connection with the amendment, approximately $994,000 of restricted cash collateral securing the Ladenburg litigation bond was applied to reduce the outstanding principal balance of the Twenty-First Amendment Term Loan.

The remaining restricted cash collateral was released and returned to Centre Lane Partners as of June 30, 2026.

On June 10, 2026, in connection with the sale of the Mom.com domain name and related assets (as described further in Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements), the Company obtained a consent of Centre Lane Partners under the Credit Agreement to the sale.

The prepayment was applied in full satisfaction of the amortization payment due on the First Out Term Loans on June 30, 2026.

Effective June 30, 2026, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Seventh Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on June 30, 2026, including the following modifications:

• Converting the Second Out Loans cash interest due on June 30, 2026, to interest PIK;

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

• Following payments made as of June 30, 2026, all loan terms, including cash interest rates, were reverted to the terms established under the Twenty-Second Amendment.

Quarterly amortization payments resumed and are due on September 30, 2026.

As of June 30, 2026, we owed Centre Lane $88.8 million under the Centre Lane Senior Secured Credit Facility.

Of this amount, $1.4 million is due on September 30, 2026, and the remaining principal balance of $87.4 million is due on December 20, 2026.

Pursuant to the terms of the amended credit facility, the total contractual amount payable at maturity, including interest PIK, is approximately $94.9 million, consistent with the amount disclosed in the Company’s Current Report on Form 8-K filed on July 7, 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.

Summary of Cash Flows

The following table summarizes cash flow activities during the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table summarizes cash flow activities during the six months ended June 30, 2026, and 2025:

Six Months Ended June 30,

(in thousands)

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by (used in) operating activities

Net cash provided by (used in) investing activities

Net cash used in financing activities

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Our primary uses of our operating cash, are for cost of revenue expenses, personnel-related expenditures and other general administrative expenses.

For the three months ended March 31, 2026, cash used in operating activities was $0.2 million.

The primary factors affecting our operating cash flows during the period were our net loss of $1.3 million, adjusted for non-cash charges of $445,000 for amortization of intangible assets, $460,000 of amortization of debt discount, $2.6 million in interest paid-in-kind on the Centre Lane Senior Secured Credit Facility, and a $2.5 million net change in operating assets and liabilities.

The primary drivers of the changes in operating assets and liabilities were a $4.5 million decrease in accounts payable and accrued expenses and a $665,000 decrease in other liabilities, partially offset by a $1.6 million increase in deferred revenue and a $839,000 decrease in accounts receivable.

For the three months ended March 31, 2025, cash used in operating activities was $350,000.

The primary factors affecting our operating cash flows during the period were our net loss of $3.2 million, adjusted for non-cash charges of $485,000 for amortization of intangible assets, $633,000 of amortization of debt discount, $2.3 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, and a $585,000 net change in operating assets and liabilities.

The primary drivers of the changes in operating assets and liabilities were a $3.9 million decrease in accounts payable and a $543,000 decrease in other liabilities, partially offset by a $3.5 million increase in deferred revenue and a $762,000 decrease in accounts receivable.

For the six months ended June 30, 2026, cash used in operating activities was $483,000.

The primary factors affecting our operating cash flows during the period were our net loss of $4.5 million, adjusted for non-cash charges of $895,000 for amortization of intangible assets, $946,000 of amortization of debt discount, $5.3 million in interest paid-in-kind on the Centre Lane Senior Secured Credit Facility, $1.1 million of a gain on the sale of intangible assets, and a $2.2 million net change in operating assets and liabilities.

The primary drivers of the changes in operating assets and liabilities were a $4.6 million decrease in accounts payable and accrued expenses and a $2.0 million decrease in other liabilities, partially offset by a $2.1 million increase in deferred revenue and a $2.1 million decrease in accounts receivable.

For the six months ended June 30, 2025, cash provided by operating activities was $1.2 million.

The primary factors affecting our operating cash flows during the period were our net loss of $7.3 million, adjusted for non-cash charges of $970,000 for amortization of intangible assets, $1.2 million of amortization of debt discount, $4.5 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, and a $1.7 million net change in operating assets and liabilities.

The primary drivers of the changes in operating assets and liabilities were a $3.7 million increase in deferred revenue, a $904,000 decrease in accounts receivable, partially offset by a $2.0 million decrease in other liabilities.

Investing Activities

For the three months ended March 31, 2026, cash used in investing activities was $0.

For the three months ended March 31, 2025, cash used in investing activities was $10,000, attributable to the purchase of property and equipment.

For the six months ended June 30, 2026, cash provided by investing activities was $1.0 million, which was primarily attributable to the proceeds from the sale of the Mom.com domain name.

See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

For the six months ended June 30, 2025, cash used in investing activities was $49,000, attributable to the purchase of property and equipment.

Financing Activities

For the three months ended March 31, 2026, cash used in financing activities was $581,000, which was primarily attributable to repayments of principal on the Centre Lane Senior Secured Credit Facility.

For the three months ended March 31, 2025, cash used in financing activities was $4,000, which was primarily attributable to principal payments on finance lease obligations.

For the six months ended June 30, 2026, cash used in financing activities was $2.7 million, which was primarily attributable to repayments of principal on the Centre Lane Senior Secured Credit Facility.

For the six months ended June 30, 2025, cash used in financing activities was $2.1 million, which was primarily attributable to repayments of principal on the Centre Lane Senior Secured Credit Facility.

Contractual Obligations and Commitments

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Off-Balance Sheet Arrangements

As of March 31, 2026 and December 31, 2025, there were no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to shareholders.

As of June 30, 2026, and December 31, 2025, there were no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to shareholders.

Critical Accounting Policies and Estimates

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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-Q

Item 2. Management’s Discussion and Analysis