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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-14 · 82 added, 35 removed, 86 unchanged (58% of the section changed)

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Financial Condition and Liquidity

As of June 30, 2025, the Company has an accumulated deficit of $504.6 million and a working capital deficit of $(0.3) million.

For the three months ended June 30, 2025, the Company had a net loss attributable to the Company's common stock, par value $0.001 per share (the "Common Stock") holders of $3.6 million.

Net cash used in operating activities for the three months ended June 30, 2025 was $14.5 million, which included $1.2 million of incremental investment in our content portfolio via advances or minimum guarantee payouts.

As of September 30, 2025, the Company has an accumulated deficit of $510.2 million and negative working capital of $1.3 million.

For the three and six months ended September 30, 2025, the Company had a net loss attributable to the Company's common stock, par value $0.001 per share (the "Common Stock") holders of $9.3 million.

Net cash used in operating activities for the six months ended September 30, 2025 was $21.7 million, which included $4.2 million of incremental investment in our content portfolio via advances or minimum guarantee payouts.

We may continue to generate net losses for the foreseeable future.

Subsequent to June 30, 2025, 1.9 million warrants were exercised for net proceeds of $5.8 million.

During the six months ended September 30, 2025, 1.9 million warrants were exercised for net proceeds of $5.8 million.

The Company is party to a Loan, Guaranty, and Security Agreement, as amended on April 8, 2025, with East West Bank (the "Line of Credit Facility") providing for borrowings of up to $12.5 million and expandable to $15.0 million, guaranteed by substantially all of our material subsidiaries and secured by substantially all of our and our subsidiaries’ assets.

Credit Facility bears interest at a rate equal to 1.25% above the prime rate, equal to 8.75% as of June 30, 2025.

The Line of Credit Facility matures on April 8, 2028.

As of June 30, 2025, $3.6 million was outstanding on the Line of Credit Facility.

As of September 30, 2025, $6.6 million was outstanding on the Line of Credit Facility.

The Company will continue to invest in content development and acquisitions, from which it believes it will obtain an appropriate return on its investment.

As of June 30 and March 31, 2025, short-term content advances were $5.2 million and $6.7 million, respectively, and content advances, net of current portion, were $5.9 million and $4.1 million, respectively.

As of September 30, 2025 and March 31, 2025, short-term content advances were $5.4

million and $6.7 million, respectively, and content advances, net of current portion, were $7.9 million and $4.1 million, respectively.

Our capital requirements will depend on many factors, and we may need to use existing capital resources and/or undertake equity or debt offerings, if necessary and opportunistically available, for further capital needs.

We believe our cash and cash equivalents and availability under our Line of Credit Facility as of June 30, 2025 will be sufficient to support our operations for at least twelve months from the filing of this report.

We believe our cash and cash equivalents and availability under our Line of Credit Facility as of September 30, 2025 will be sufficient to support our operations for at least twelve months from the filing of this report.

Critical Accounting Estimates

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Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.

Results of Operations for the Three Months Ended June 30, 2025 and 2024 (Unaudited) (in thousands):

For the Three Months Ended June 30,

Results of Operations for the three months ended September 30, 2025 and 2024 (unaudited) (in thousands) :

For the Three Months Ended September 30,

As a % of Revenue

Streaming and digital

Base distribution

Podcast and other

Other and non-recurring

Total Revenue

Streaming and digital revenue for the three months ended September 30, 2025 decreased by $0.5 million, primarily due to lower licensing revenue.

The same period in 2024 included $1.6 million license fee revenue related to the licensing of the Dog Whisperer content.

In the prior-year quarter, the Company recorded $1.6 million from a Dog Whisperer licensing agreement, while this quarter includes a recently signed $1.1 million licensing deal for The Toxic Avenger Unrated that will be recognized in future periods.

Excluding these timing effects, performance across the Company’s core business lines continued to show solid underlying growth.

The $0.5 million increase in Base distribution revenue for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily attributable to approximately $1.1 million of revenue recognized from the theatrical release of Toxic Avenger and the final theatrical revenue for Terrifier 3, offset by a decrease in physical sales.

Podcast and other revenue declined by $0.3 million during the three months ended September 30, 2025, compared to same period in 2024 due to lower podcast direct advertising.

Direct Operating Expenses

For the Three Months Ended September 30,

As a % of Revenue

Direct operating expenses

The $1.0 million decrease in Direct operating expenses for the three months ended September 30, 2025 was primarily driven by lower variable costs compared to the prior year quarter, including royalty expense, platform fees, manufacturing, freight, and fulfillment charges, offset by an increase in theatrical distribution fees related to Toxic Avenger.

Selling, General and Administrative Expenses

For the Three Months Ended September 30,

As a % of Revenue

Compensation expense

Corporate expenses

Share-based compensation

Marketing expenses

Other operating expenses

Selling, General and Administrative

For the three months ended September 30, 2025 compared to three months ended September 30, 2024, Compensation expense increased by $1.2 million due to increased employee headcount.

Corporate expenses increased by $0.8 million reflecting higher professional services and legal expenses associated with strategic business and content acquisitions.

Marketing expenses increased by $2.8 million primarily due to Toxic Avenger.

For the three months ended September 30, 2024, $0.3 million Marketing expenses were included in Direct operating expenses.

Depreciation and Amortization Expense

For the Three Months Ended September 30,

As a % of Revenue

Amortization of intangible assets

Depreciation of property and equipment

Depreciation and Amortization

Amortization expense increased during the three months ended September 30, 2025 compared to the prior year quarter primarily due to increased capitalized content costs.

Interest Expense, Net

For the three months ended September 30, 2025, interest expense decreased by $0.2 million to $0.1 million compared to the prior year quarter.

The decrease is primarily the result of a lower average balance on the Line of Credit Facility during the quarter compared to the prior year quarter.

Results of Operations for the six months ended September 30, 2025 and 2024 (unaudited) (in thousands) :

For the Six Months Ended September 30,

As a % of Revenue

Streaming and digital

Base distribution

Podcast and other

Other and non-recurring

Total Revenue

For the three months ended June 30, 2025, total revenue increased by $2.0 million, or 22%, as compared to the three months ended June 30, 2024.

Streaming and digital revenue for the three months ended June 30, 2025 increased by $1.4 million, primarily driven by an increase of $0.5 million in subscriber revenue, $0.5 million in transaction revenue related to Terrifier 3 and $0.4 million of barter revenue.

The Company's $0.7 million increase in Base distribution revenue for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 was primarily driven by increased physical sales related to the DVD release for Terrifier 3.

Streaming and digital revenue for the six months ended September 30, 2025 increased by $0.9 million compared to the same period in 2024, primarily driven by $0.5 million from the digital release of Terrifier 3, and continued growth across the Company’s subscription-based platforms.

Podcast and other revenue declined by $0.4 million during the six months ended September 30, 2025 compared to same period in 2024, due to direct advertising offset by an increase in Matchpoint revenue.

The $1.2 million increase in Base distribution revenue for the six months ended September 30, 2025, compared to the same period in 2024, due to the theatrical release of Toxic Avenger and final theatrical revenue for Terrifier 3.

Direct Operating Expenses

For the Three Months Ended June 30,

For the Six Months Ended September 30,

As a % of Revenue

Direct operating expenses

The $0.3 million increase in Direct operating expenses for the three months ended June 30, 2025 was primarily driven by increased variable costs associated with the increase in revenue compared to the prior year quarter, primarily royalty and participation expenses and manufacturing, freight, and fulfillment charges.

The decrease of $0.7 million in Direct Operating Expenses for the six months ended September 30, 2025, compared to the six months ended September 30, 2024 was primarily driven by lower variable costs, including royalty expenses, platform fees, and freight and fulfillment charges.

The reduction also reflects higher recoupements on our content advances resulting in lower provision for royalty advance allowance.

These decreases were partially offset by increased theatrical distribution fees related to Toxic Avenger and licensor costs.

Selling, General and Administrative Expenses

For the Three Months Ended June 30,

For the Six Months Ended September 30,

As a % of Revenue

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Share-based compensation

Marketing expenses

Other operating expenses

Selling, General and Administrative

Selling, general and administrative expenses for the three months ended June 30, 2025 increased by $2.4 million compared to the prior year quarter.

Compared to the three months ended June 30, 2024, compensation expense increased by $1.1 million due to increased headcount and other operating expenses increased $1.2 million primarily driven by increased marketing and legal costs associated with our increased theatrical offerings this year.

For the six months ended September 30, 2025 compared to six months ended September 30, 2024, Compensation expenses increased by $2.6 million due to increased employee headcount.

Corporate expenses increased by $0.9 million reflecting higher professional services and legal expenses associated with strategic business and content acquisitions.

Marketing expenses increased by primarily due to Toxic Avenger.

For the six months ended September 30, 2024, $0.3 million Marketing expenses were included in Direct operating expenses.

Other operating expenses increased by $0.7 million primarily due to increased administrative costs.

Depreciation and Amortization Expense

For the Three Months Ended June 30,

For the Six Months Ended September 30,

As a % of Revenue

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Depreciation and Amortization

Depreciation and amortization expense increased $0.2 million compared to the prior year quarter primarily due to internally developed software assets being placed into service.

Amortization expense increased by $0.5 million during the six months ended September 30, 2025, compared to 2024, primarily due to increased capitalized content costs.

Interest Expense, Net

For the three months ended June 30, 2025, interest expense decreased by $0.7 million to $(0.3) million compared to the prior year quarter.

The decrease is primarily the result of a lower average balance on the Line of Credit Facility during the quarter compared to the prior year quarter and a $0.4 million discount to accrued interest provided by the Terrifier 3 lender in return for an expedited final payment.

For the six months ended September 30, 2025 compared to the same period of 2024, interest expense decreased by $0.9 million primarily due to higher outstanding debt balances and increased interest rates in 2024, along with a $0.4 million discount to accrued interest provided by the Terrifier 3 lender during the six months ended September 30, 2025 in return for the final payment made in the quarter.

Adjusted EBITDA

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For the Three Months Ended

September 30,

For the Six Months Ended September 30,

Income tax expense

Depreciation and amortization ⁽¹⁾

Interest (income) expense

Interest expense (income)

Stock-based compensation

Other expense (income), net

Other (income) expense, net

Net income attributable to noncontrolling interest

Transition-related costs (2)

Other transaction costs ⁽²⁾

Adjusted EBITDA

(1) - Includes $85 thousand of amortization included in direct operating expenses on our Consolidated Statements of Operations for the three months ended June 30, 2025 and 2024

(2) - Primarily employee severance costs.

(1) - Includes $129 thousand and $214 thousand of amortization included in direct operating expenses on our Consolidated Statements of Operations for the three and six months ended September 30, 2025, respectively.

(2) - Primarily includes employee severance related costs.

Changes in our cash flows were as follows (in thousands):

For the Three Months Ended June 30,

For the Six Months Ended September 30,

Net cash used in operating activities

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Net Change in Cash and Cash Equivalents

For the three months ended June 30, 2025, net cash used in operating activities was primarily driven by loss from operations, excluding non-cash expenses such as depreciation, amortization and stock-based compensation, and other changes in working capital.

For the six months ended September 30, 2025, net cash used in operating activities was primarily driven by loss from operations, excluding non-cash expenses such as depreciation, amortization and stock-based compensation, and other changes in working capital.

Specifically, the adjustments are primarily driven by net cash outflows related to content advances made to partners for which initial expenditures are generally recovered within six to twelve months and operating prepayments and a decrease in accounts payable and accrued expenses.

Operating cash flows are typically seasonally lower during the first two fiscal quarters and higher during our fiscal third and fourth quarters, resulting from revenues earned during the holiday season.

Cash used in investing activities is primarily related to expenditures towards long-lived intangible and fixed assets.

Cash provided by financing activities are primarily driven by proceeds, net of payments, on the Line of Credit Facility.

For the three months ended June 30, 2024, net cash used in operating activities was primarily driven by loss from operations, excluding non-cash expenses such as depreciation, amortization, recovery for doubtful accounts and stock-based compensation, including capitalized content spend and other changes in working capital.

Operating cash flows are typically seasonally lower

during the first two fiscal quarters and higher during our fiscal third and fourth quarters, resulting from revenues earned during the holiday season.

Cash used in investing activities is primarily related to expenditures towards long-lived intangible and fixed assets, along with strategic acquisitions.

Cash flows from financing were primarily attributable to proceeds under the Line of Credit Facility, net of payments, and proceeds from common stock warrant exercises.

For the six months ended September 30, 2024, net cash used in operating activities was primarily driven by loss from operations, excluding non-cash expenses such as depreciation, amortization, reserve for credit losses and stock-based compensation, including capitalized content spend and other changes in working capital.

Off-balance sheet arrangements

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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