Arena Group Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 10, 2026
PAAI$0.89+7.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001628280-26-033427
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001628280-26-055208
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 88 previous paragraphs and 120 current paragraphs.
48 unchanged; 27 reworded; 35 added; 13 removed; 0 previous and 10 current paragraphs rearranged.
Tables are not compared: 15 previous and 25 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (35)
Current report
Liquidity
Current report
For the three and six months ended June 30, 2026, we reported a loss from continuing operations of $176 and $2,834, respectively. Despite these losses, we generated positive cash flow from operations for the six months ended June 30, 2026, and had cash and cash equivalents of $11,170 as of June 30, 2026.
Current report
Based on our current liquidity position, including cash on hand, expected operating cash flows, current operating plans and forecasts, and projected compliance with debt covenants, management believes that we have sufficient liquidity to meet our obligations as they come due for at least the next twelve months.
Current report
Cash
Current report
Debt Refinance
Current report
Effective August 7, 2026, we entered into a new debt agreement with Renew that replaced our existing Term Debt and eliminated the $25,000 Simplify Loan. See FN 20, Subsequent Event, for further details.
Current report
Total revenue decreased by 50.7% during the period, primarily due to lower digital advertising revenue. The decline was driven by changes in referral traffic patterns compared to the prior-year period. In addition, broader market dynamics in the digital advertising industry, exacerbated by aforementioned traffic volatility and unfavorable traffic mix shift away from higher yielding properties, negatively impacted advertising demand and monetization during the period.
Current report
Cost of revenue decreased by 31.0%, primarily driven by lower external cost of content enabled by our variable cost structure under the entrepreneurial publishing model. Cost of revenue reductions were partially offset by an increase in cost of goods sold related to our ShopHQ e-commerce business which increased as revenues associated with ShopHQ increased.
Current report
The $18,356 decrease in digital advertising revenue was primarily attributable to lower audience traffic, including the impact of search algorithm changes that reduced referral traffic, together with a modest decline in monetization yield between periods. Performance marketing revenue decreased by $2,842 primarily due to lower traffic and changes in affiliate rates. Publisher revenue declined by $2,117 as traffic levels across certain distribution partners decreased. These decreases were partially offset by a $1,194 increase in other digital revenue, primarily attributable to an increase in revenue from the ShopHQ e-commerce platform. ShopHQ broadened our e-commerce reach by adding drop-ship e-commerce operations, and interactive social selling capabilities, while accelerating first-party data collection efforts that are expected to yield audience and customer insights and improve engagements throughout our business. To mitigate the impact of search and traffic related volatility, we continue to refine our content, yield and distribution strategies.
Current report
For the three months ended June 30, 2026, we recognized cost of revenue of $13,515 as compared to $19,577 for the three months ended June 30, 2025, a decrease of $6,062. The decrease reflected the variable nature of the Company’s content cost structure, as lower traffic volumes drove reductions in external cost of content and third-party content costs. Internal costs of content was lower due to continued cost discipline. The Company also realized lower technology costs during the period as reduced traffic and ad-serving activity lowered related variable platform costs. These savings were partially offset by higher costs of products sold associated with the ShopHQ e-commerce business, which increased as revenues associated with ShopHQ increased.
Current report
Lifestyle – the decrease of $4,152 was primarily driven by lower digital advertising revenue, reflecting industry-wide declines in organic traffic volume.
Current report
Platform & Other – the decrease of $854 was primarily driven by a reduction in underperforming partner sites, partially offset by an increase in other digital revenue attributable to the ShopHQ e-commerce business.
Current report
Liquidated Damages – We recorded liquidated damages of $76 for the three months ended June 30, 2026, as compared to $76 for the three months ended June 30, 2025. The liquidated damages related to (i) certain registration rights agreements that provide for damages if we do not register certain shares of the Company’s common stock within the requisite time frame; and (ii) certain securities purchase agreements that provide for damages if the we do not maintain our periodic filings with the SEC within the requisite time frame.
Current report
Six Months Ended June 30, 2026 and 2025
Current report
For the six months ended June 30, 2026, loss from continuing operations was$2,834, as compared to income from continuing operations of$16,409 in the prior period. The decline in profitability was primarily attributable to a$34,238 decrease in revenue, largely attributable to lower digital advertising and performance marketing resulting from lower traffic volumes, changes in referral traffic patterns and reduced monetization between periods. This revenue decline was partially offset by the Company’s flexible cost structure and expense discipline, including decreases of $8,883 in cost of revenues, $3,557 in operating expenses, $1,477 benefit from income tax and $1,078 from interest expense.
Current report
Revenue
Current report
For the six months ended June 30, 2026, we generated gross profit of $15,749, as compared to $41,104 for the six months ended June 30, 2025, a decrease of $25,355. Gross margin for the six months ended June 30, 2026 was 37.0%, compared to 53.5% for the six months ended June 30, 2025.
Current report
Total revenue for the period decreased by 44.6%, principally reflecting decreased digital advertising revenue resulting from lower traffic volumes, altered referral trends and softer ad pricing compared to the prior-year period. Revenue in the first quarter of 2026 was also impacted by ongoing digital platform enhancements, which prioritize long-term audience expansion but created short-term revenue headwinds in select areas during the period. Though revenue increased in the second quarter of 2026, it lagged prior year performance due to the aforementioned lower traffic volumes and an unfavorable traffic mix shift away from higher yielding properties which reduced monetization in comparison to 2025.
Current report
Cost of revenue decreased by 24.9% partially offsetting lower revenues, primarily driven by lower external cost of content enabled by our variable cost structure under the entrepreneurial publishing model and as traffic volumes declined. Gross margin contracted year over year as the decline in higher-margin digital advertising revenue more than offset cost reductions and was further impacted by added cost of products sold from the ShopHQ e-commerce business.
Current report
The following table sets forth revenue from continuing operations by category:
Current report
For the six months ended June 30, 2026, total revenue decreased by $34,238, or a 44.6% decrease, to $42,589 from $76,827 for the six months ended June 30, 2025. There was a 44.9% decrease in total digital revenue from $76,375 for the six months ended June 30, 2025 to $42,117 for the six months ended June 30, 2026.
Current report
Digital revenue declined year over year primarily as search and referral traffic pressures reduced advertising impressions and high-intent commerce activity. Digital advertising revenue decreased $28,812 due to lower audience traffic and traffic referral patterns, while performance marketing revenue decreased $5,122 due to lower commerce-oriented traffic and changes in affiliate rates. Digital subscription revenue decreased $1,529 as the Company continued to reposition portions of its portfolio toward ad-supported monetization models. These declines were partially offset by a $2,175 increase in Other digital revenue, primarily from the ShopHQ e-commerce business, which broadened the Company’s revenue base by adding transaction-based e-commerce capabilities and incremental first-party customer engagement opportunities. Management continues to address traffic volatility through ongoing refinement of content, distribution and yield strategies, while also pursuing revenue diversification initiatives intended to reduce reliance on search-driven advertising revenue over time.
Current report
For the six months ended June 30, 2026, we recognized cost of revenue of $26,840 as compared to $35,723 for the six months ended June 30, 2025, a decrease of $8,883. The decrease reflected the Company’s ability to flex portions of its cost structure in response to lower traffic and revenue levels, including reduced external cost of content and active reductions of internal cost of content. The Company also benefited from lower technology costs as reduced traffic and ad-serving volumes lowered variable platform costs. These savings were partially offset by higher cost of products sold from the ShopHQ e-commerce operations as a result of increased ShopHQ revenue.
Current report
Operating Expenses
Current report
Selling and Marketing
Current report
For thesix months ended June 30, 2026, we incurred selling and marketing expenses of $3,676 as compared to $4,076 for thesix months ended June 30, 2025. The $400 decrease was primarily attributable to continued cost discipline and optimization across advertising, marketing and advertising operations tools, partially offset by incremental marketing investments supporting the growth of the Company’s ShopHQ e-commerce business, which was launched in late 2025. Although selling and marketing costs decreased period over period, they still represent a higher percentage of revenues in the current period due to the decline in revenue levels between periods.
Current report
General and Administrative
Current report
For the six months ended June 30, 2026, we incurred general and administrative expenses of $8,296 as compared to $11,483 for the six months ended June 30, 2025. The $3,187 decrease primarily reflected lower legal and other professional fees following the successful resolution of certain legacy corporate matters, as well as continued overhead spending discipline, lower bad debt expense from improved accounts receivable collections processes, and reduced corporate and state sales and use tax-related costs associated with lower revenue levels.
Current report
Segment Revenue
Current report
Sports & Leisure – the decrease of $16,873 was primarily driven by lower digital advertising revenue, reflecting industry-wide declines in organic traffic volume and monetization rates. In addition, performance marketing revenue declined due to reduced traffic and changes in affiliate partner commission structures.
Current report
Finance – the decrease of $10,070 primarily reflected lower digital advertising revenue from industry-wide declines in organic traffic and monetization, lower performance marketing revenue due to changes in referral traffic patterns and affiliate partner commission structures, and reduced digital subscription revenue as the Company continued transitioning portions of its portfolio toward ad-supported monetization channels.
Current report
Lifestyle – the decrease of $5,522 was primarily driven by lower digital advertising revenue, reflecting industry-wide declines in organic traffic volume.
Current report
Segment Gross Profit
Current report
The$25,047 decrease wasprimarily attributable to lower digital advertising revenue as a result of traffic-volume headwinds and lower monetization rates, which reduced digital advertising revenue across the portfolio. Revenue declines were partially offset by reductions in external cost of content under the entrepreneurial publishing model. Internal content costs and technology-related expenses were also reduced due to disciplined spending.
Current report
Other Expenses
Removed paragraphs (13)
Previous report
Liquidity and Going Concern
Previous report
Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Our condensed consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern. Management has evaluated the Company's ability to continue as a going concern and, based on our current financial condition and operating plans, believes we have sufficient liquidity to meet our obligations for at least the next twelve months from the date of this report. Therefore, management concludes that there is no substantial doubt about our ability to continue as a going concern.
Previous report
For the three months ended March 31, 2026, we had a loss from continuing operations of $2,658 and as of March 31, 2026, had cash and cash equivalents on hand of $11,230 and working capital of $17,016. We reported consecutive profitable results in all quarters of 2025. Although we are reporting a net loss for the three months ended March 31, 2026, we expect to be profitable for the remainder of the year.
Previous report
Cash and Working Capital Facility
Previous report
Total revenue for the period decreased, primarily due to a reduction in digital advertising revenue. This decline was driven by changes in referral traffic patterns between periods, Company-initiated technical experiments intended to drive audience growth that, in some cases, reduced monetization, and changes in the broader digital advertising market resulting from the aforementioned traffic volatility. Though the Company-initiated technical experiments had an adverse impact on first quarter revenue, the changes made as a result of this testing are expected to stabilize audience and maximize yield over the remainder of the year.
Previous report
Cost of revenue decreased by 18% as a result of reduced internal cost of content enabled by our variable cost structure under the entrepreneurial publishing model. Despite this reduction, gross margin contracted reflecting the integration and growth of our ShopHQ e-commerce business which operates at lower gross margin than our advertising business due to higher cost of products sold. Additionally, the impact of fixed cost associated with freelancers and technology contributed to the gross margin change.
Previous report
The $10,456 decrease in digital advertising revenue was driven by changes in referral traffic patterns between periods and a decline in overall monetization yield between quarters. The reduction in traffic resulted from algorithmic updates made during the second half of 2025 that impacted search rankings across the industry and resulted in lower traffic. The reduction in yield resulted from company-initiated technical experiments intended to drive audience growth that, in some cases, reduced monetization and changes in the broader digital advertising market resulting from the aforementioned traffic volatility.
Previous report
Performance marketing revenue decreased by $2,280 reflecting the impact of the change in referral traffic patterns between periods and changes to commission structures at affiliate partners.
Previous report
To mitigate the impact of search-related volatility, we continue to refine our content and distribution strategies. These efforts contributed to an increase of $1,167 in publisher revenue, attributable to the continued expansion of our publisher network. The $960 increase in other digital revenue was primarily attributable to our October 2025 acquisition of ShopHQ, which broadened our commercial reach by adding drop-ship e-commerce operations, interactive social selling capabilities, and accelerated first-party data collection efforts which are expected to yield audience and customer insights that can be used to improve yields throughout our business.
Previous report
For the three months ended March 31, 2026, we recognized cost of revenue of $13,325 as compared to $16,146 for the three months ended March 31, 2025, a decrease of $2,821. This decrease was primarily attributable to lower internal cost of content, which declined in line with reduced digital advertising revenue and reflected the flexibility of our variable cost structure under the entrepreneurial publishing model. Decreases in external cost of content and technology costs result from structural operational changes between periods. These savings were partially offset by higher other cost of revenue driven by the ramp-up of our ShopHQ e-commerce business which carries higher product related costs.
Previous report
Lifestyle – the decrease of $1,370 was primarily driven by lower digital advertising revenue, reflecting Company-wide declines in organic traffic volume and monetization rates.
Previous report
Income Taxes – We recorded an income tax benefit of$142 for the three months ended March 31, 2026, as compared an income tax provision of$286 for the three months ended March 31, 2025. Our effective tax rate is significantly affected by the valuation allowance recorded against deferred tax assets. Although we incurred a pretax loss for the first quarter of 2026 and remain in a cumulative loss position, management expects profitability in subsequent quarters and cumulative pretax income for the full year based on current forecasts.
Previous report
If we achieve sustained profitability consistent with these expectations, management may conclude that it is more likely than not that additional deferred tax assets will be realized, which could result in a reduction of the valuation allowance in a future period. Any such reduction would result in a non‑cash income tax benefit and could materially impact our effective tax rate and results of operations.
Reworded paragraphs (27)
Previous wording
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(dollar in thousands, other than RPM)
Current wording
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(dollars in thousands, other than RPM)
Previous wording
The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2026 and 2025 should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025 included in the Annual Report on Form 10-K filed with the SEC on March 16, 2026. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Forward-Looking Statements.”
Current wording
The following discussion and analysis of our financial condition and results of operations for the three and six months ended June 30, 2026 and 2025 should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025 included in the Annual Report on Form 10-K filed with the SEC on March 16, 2026. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Forward-Looking Statements.”
Previous wording
For the three months ended March 31, 2026, our RPM was $18.54 compared to $22.21 for the same period in 2025. This decrease primarily reflects the impact of company-initiated technical experiments intended to drive audience growth that, in some cases, reduced monetization and softness in the broader digital advertising market. For the three months ended March 31, 2026, monthly average page views were 206,228,655 compared to 327,510,084 for the same period in 2025. This decrease reflects a reduction in organic traffic resulting from shifts in referral patterns following third-party search engine algorithm updates made during 2025. Though these changes had an adverse impact to first quarter results, the results of the aforementioned technical experimentation are expected to stabilize audience and maximize yield over the remainder of the year. To further mitigate the impact of these items, management is actively executing targeted yield-enhancement initiatives while optimizing site architecture and premium content, including accelerating AI integration for yield optimization. These ongoing strategic efforts focused on technical infrastructure and audience engagement are intended to align with evolving search authority best practices, strengthen domain visibility, and support long-term traffic and monetization growth.
Current wording
For the three and six months ended June 30, 2026, our RPM was $23.96 and $21.12 compared to$25.12 and $23.85 for the same periods in 2025. The declines were primarily driven by broader advertising yield softness across the digital media landscape and unfavorable traffic mix shift away from higher yielding properties. For the three and six months ended June 30, 2026, monthly average page views were 187,715,312 and 196,971,983 compared to 423,358,110 and 375,434,097 for the same periods in 2025. These contractions were primarily attributable to core search engine algorithm updates in late 2025 that altered external referral patterns. Though these changes had an adverse impact on our first-half of 2026 results, the results of our optimization testing during the first quarter of 2026 are expected to stabilize audience and maximize yield over the remainder of the year. To further mitigate the impact of these algorithm updates, management is actively executing yield-enhancement initiatives, refining site architecture, elevating high-authority core content, and accelerating AI-driven traffic monetization tools. These technical enhancements are intended to stabilize audience reach, maximize yield, and align with evolving search engine indexing practices.
Previous wording
The Simplify loan, which provides for borrowings of up to $25 million, matures on December 1, 2027, and our Renew term debt matures on December 31, 2027. While we continue to report positive cash flow from operations and currently maintain a cash balance of approxi mately $11 million, our ability to meet ongoing liquidity needs and support future growth is dependent, in part, on our access to external financing. If we cannot generate or obtain needed funds, we might be forced to make substantial reductions in our operating and capital expenses or pursue restructuring plans, which could adversely affect our business operations and ability to execute our current business strategy. In addition, if a default occurs as a result, the lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness. In addition, if repayment of our indebtedness is accelerated as a result of such default, we cannot assure you that we would have sufficient assets or access to credit to repay such indebtedness.
Current wording
While we continue to report positive cash flow from operations and currently maintain a cash balance of approxi mately$11 million, our ability to meet ongoing liquidity needs and support future growth is dependent, in part, on our access to external financing. If we cannot generate or obtain needed funds, we might be forced to make substantial reductions in our operating and capital expenses or pursue restructuring plans, which could adversely affect our business operations and ability to execute our current business strategy. In addition, if a default occurs as a result, our lender could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness. In addition, if repayment of our indebtedness is accelerated as a result of such default, we cannot assure you that we would have sufficient assets or access to credit to repay such indebtedness.
Previous wording
As of March 31, 2026, our principal sources of liquidity consisted of cash and cash equivalents of$11,230 and accounts receivable, net of allowance for credit losses, of$18,149. In addition, as of March 31, 2026, we had$25,000 available for additional use under our working capital loan with Simplify. As of March 31, 2026, the outstanding balance of the Simplify working capital loan was$0. Our cash balance as of the issuance date of our accompanying condensed consolidated financial statements is $12,055.
Current wording
As of June 30, 2026, our principal sources of liquidity consisted of cash and cash equivalents of$11,170 and accounts receivable, net of allowance for credit losses, of 18,489. Our cash balance as of the issuance date of our accompanying condensed consolidated financial statements is $11,338.
Previous wording
On March 18, 2024, we discontinued the Sports Illustrated media business (the “SI Business”) that was operated under the Licensing Agreement with ABG-SI, LLC (“ABG”) dated June 14, 2019 (as amended to date, the “Licensing Agreement”). This discontinuation of the SI Business (i.e., discontinued operations) followed the termination of the Licensing Agreement by ABG on January 18, 2024. Income (loss) from our discontinued operations, net of tax, was $0 and $23 for the three months ended March 31, 2026 and 2025, respectively.
Current wording
On March 18, 2024, we discontinued the Sports Illustrated media business (the “SI Business”) that was operated under the Licensing Agreement with ABG-SI, LLC (“ABG”) dated June 14, 2019 (as amended to date, the “Licensing Agreement”). This discontinuation of the SI Business (i.e., discontinued operations) followed the termination of the Licensing Agreement by ABG on January 18, 2024. Income from our discontinued operations, net of tax, was$0 and$96,227 for the three months ended June 30, 2026 and 2025, respectively. Income from our discontinued operations, net of tax, was$0 and$96,250 for the six months ended June 30, 2026 and 2025, respectively.
Previous wording
On April 29, 2025, the ABG Group Legal Matters (as further described in Note 18) were resolved through a confidential settlement with outstanding liabilities being released by all sides. The remaining assets and liabilities of the SI Business were disposed of.
Current wording
On April 29, 2025, the ABG Group Legal Matters (as further described in Note 18) were resolved through a confidential settlement with outstanding liabilities being released by all sides. The remaining assets and liabilities of the SI Business were settled.
Previous wording
As of March 31, 2026, we had working capital of $17,016, consisting of $32,504 in total current assets and $15,488 in total current liabilities as compared to working capital of $18,627 as of December 31, 2025. As of December 31, 2025, our working capital surplus consisted of $35,630 in total current assets and $17,003 in total current liabilities. The change in working capital is the result of the derecognition of several liabilities related to discontinued operations.
Current wording
As of June 30, 2026, we had working capital of $18,777, consisting of $32,435 in total current assets and $13,658 in total current liabilities as compared to working capital of $18,627 as of December 31, 2025. As of December 31, 2025, our working capital surplus consisted of $35,630 in total current assets and $17,003 in total current liabilities.
Previous wording
Our cash flows for the three months ended March 31, 2026 and 2025 consisted of the following:
Current wording
Our cash flows for the six months ended June 30, 2026 and 2025 consisted of the following:
Previous wording
For the three months ended March 31, 2026, net cash provided by operating activities was $1,961, consisting primarily of $23,808 of cash received from customers, partially offset by $19,405 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $2,442 of cash paid for interest. For the three months ended March 31, 2025, net cash used in operating activities was $3,662, consisting primarily of $30,272 of cash received from customers, offset by $23,637 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, and professional services.
Current wording
For the six months ended June 30, 2026, net cash provided by operating activities was $2,051, consisting primarily of $44,834 of cash received from customers, offset by $37,871 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements and professional services, and $4,912 of cash paid for interest. For the six months ended June 30, 2025, net cash provided by operating activities was $13,970, consisting primarily of $21,501 of cash received from customers, offset by $1,645 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements and professional services and$5,886 of cash paid for interest. Prior period amounts are impacted by the settlement of discontinued operations liabilities.
Previous wording
For the three months ended March 31, 2026, net cash used in investing activities was $1,069, consisting of $769 related to capitalized costs for our Platform and $300 related to purchase of intangible assets. For the three months ended March 31, 2025, net cash used in investing activities consisted of $1,618 for capitalized costs for our Platform.
Current wording
For the six months ended June 30, 2026, net cash used in investing activities was $1,219, consisting of $769 related to capitalized costs for our Platform and $450 related to purchases of intangible assets. For the six months ended June 30, 2025, net cash used in investing activities consisted of $3,545 for capitalized costs for our Platform.
Previous wording
For the three months ended March 31, 2026, there was no net cash used in financing activities. For the three months ended March 31, 2025, net cash used in financing activities was $3,504, consisting of (i) $4 for tax payments relating to the withholding of shares of common stock for certain employees, and (ii) $3,500 for repayments of the Simplify Loan.
Current wording
For the six months ended June 30, 2026, there was no net cash used in financing activities. For the six months ended June 30, 2025, net cash used in financing activities was $8,016, consisting of (i) $16 for tax payments relating to the withholding of shares of common stock for certain employees, and (ii) $8,000 for repayments of the Simplify Loan.
Previous wording
On July 31, 2025, we announced a share repurchase program under which we may repurchase up to 3 million shares of our common stock through July 31, 2026, from time to time through open-market transactions, privately negotiated transactions, or otherwise, including under Rule 10b5-1 trading plans, subject to market conditions, share price, and other factors. The program may be suspended, modified, or terminated at any time. The share repurchase program will be funded through operating cash flow. As of March 31, 2026, no shares have been repurchased under this program.
Current wording
On July 31, 2025, we announced a share repurchase program under which we may have repurchased up to 3 million shares of our common stock through July 31, 2026, from time to time through open-market transactions, privately negotiated transactions, or otherwise, including under Rule 10b5-1 trading plans, subject to market conditions, share price, and other factors. No shares were repurchased under this program prior to its expiration on July 31, 2026.
Previous wording
The following table sets forth revenue, cost of revenue, gross profit, income (loss) from operations, and net income (loss):
Current wording
The following table sets forth revenue, cost of revenue, gross profit, income from operations, income (loss) from continuing operations and net income (loss):
Previous wording
For the three months ended March 31, 2026, loss from continuing operations was $2,658, as compared to income from continuing operations of $3,997 in the prior period. The decline in profitability was primarily attributable to an $11,409 decrease in revenue, largely attributable to lower digital advertising revenue driven by changes in both traffic and monetization between periods. Additionally, profitability was impacted by over $1 million in elevated severance charges and professional fees which were incurred in connection with specific legal and restructuring actions taken during the three months ended March 31, 2026.
Current wording
For the three months ended June 30, 2026, loss from continuing operations was $176, as compared to income from continuing operations of $12,412 in the prior period. The decline in profitability was primarily attributable to a $22,829 decrease in revenue, largely attributable to lower digital advertising revenue driven by reduction in traffic volumes between periods. This decline was partially offset by decreases of $6,062 in cost of revenues, $2,635 in operating expenses, and $1,049 benefit from income tax and $495 from interest expense.
Previous wording
For the three months ended March 31, 2026, we generated gross profit of $7,081, as compared to $15,669 for the three months ended March 31, 2025, a decrease of $8,588. Gross margin for the three months ended March 31, 2026 was 34.7%, compared to 49.3% for the three months ended March 31, 2025.
Current wording
For the three months ended June 30, 2026, we generated gross profit of $8,668, as compared to $25,435 for the three months ended June 30, 2025, a decrease of $16,767. Gross margin for the three months ended June 30, 2026 was 39.1%, compared to 56.5% for the three months ended June 30, 2025.
Previous wording
For the three months ended March 31, 2026, total revenue decreased $11,409, or a 35.9% decrease, to $20,406 from $31,815 for the three months ended March 31, 2025. There was a 36.3% decrease in total digital revenue from $31,608 for the three months ended March 31, 2025 to $20,145 for the three months ended March 31, 2026.
Current wording
For the three months ended June 30, 2026, total revenue decreased by $22,829, or a 50.7% decrease, to $22,183 from $45,012 for the three months ended June 30, 2025. There was a 50.9% decrease in total digital revenue from $44,767 for the three months ended June 30, 2025 to $21,972 for the three months ended June 30, 2026.
Previous wording
For the three months ended March 31, 2026, we incurred selling and marketing expenses of $1,851 as compared to $2,134 for the three months ended March 31, 2025. The decrease of $283 reflects savings achieved through vendor renegotiations and ongoing cost-optimization initiatives across advertising, marketing and adverting operations tools.
Current wording
For the three months ended June 30, 2026, we incurred selling and marketing expenses of $1,825 as compared to $1,942 for the three months ended June 30, 2025. The decrease of $117 reflects savings achieved through ongoing cost-optimization initiatives across advertising, marketing and advertising operations tools, partially offset by incremental marketing spend supporting the expansion of our ShopHQ e-commerce business launched in late 2025.
Previous wording
General and administrative expenses totaled $4,641 for the three months ended March 31, 2026 compared to $5,283 for the three months ended March 31, 2025, a decrease of $642. The decrease was primarily driven by lower professional fees following the resolution of certain legal matters.
Current wording
General and administrative expenses totaled $3,655 for the three months ended June 30, 2026 compared to $6,200 for the three months ended June 30, 2025, a decrease of $2,545. The decrease was primarily driven by lower legal and other professional fees following the successful resolution of legacy corporate matters, complemented by ongoing overhead cost discipline and better receivable collections resulting in lower bad debt expense.
Previous wording
Sports & Leisure – the decrease of $6,237 was primarily driven by lower digital advertising revenue, reflecting company-wide declines in organic traffic volume and monetization rates.
Current wording
Sports & Leisure – the decrease of $10,636 was primarily driven by lower digital advertising and publisher revenue, reflecting industry-wide declines in organic traffic volume and monetization.
Previous wording
Finance – the decrease of $2,882 was attributable to a decline in performance marketing revenue reflecting the impact of the change in referral traffic patterns between periods and changes to commission structures at affiliate partners, a reduction in digital advertising revenue, reflecting Company-wide declines in organic traffic volume and monetization rates, and a reduction in digital subscription decrease in digital subscription revenue as we transition our portfolio toward more efficient, ad-supported monetization channels.
Current wording
Finance – the decrease of $7,187 was attributable to a reduction in digital advertising revenue and in performance marketing revenue, reflecting industry-wide declines in referral traffic volume and changes to commission structures at affiliate partners and a reduction in digital subscription revenue as we transition our portfolio toward more efficient, ad-supported monetization channels.
Previous wording
The $8,150 decrease in total segment gross profit across all categories was primarily driven by the aforementioned reductions in digital advertising revenue resulting from compounded traffic volume headwinds and lower monetization rates, which collectively outpaced the variable cost savings realized from our strategic transition to an entrepreneurial publishing model.
Current wording
The $16,897 decrease in total segment gross profit across all categories was primarily driven by the aforementioned reductions in digital advertising revenue resulting from compounded traffic volume headwinds and lower monetization rates, which collectively outpaced the variable cost savings realized from our strategic transition to an entrepreneurial publishing model, lower internal cost of content and lower technology costs.
Previous wording
Interest Expense – We incurred interest expense of $2,421 for the three months ended March 31, 2026 compared to $3,004 for three months ended March 31, 2025. The $583 decrease in interest expense reflects lower interest charges following repayment of the Simplify Loan throughout 2025 and the $13,000 curtailment payment applied to the Company’s term debt in December 2025 pursuant to Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement.
Current wording
Interest Expense – We incurred interest expense of $2,450 for the three months ended June 30, 2026 compared to $2,945 for three months ended June 30, 2025. The $495 decrease in interest expense reflects lower interest charges following repayment of the Simplify Loan throughout 2025 and the $13,000 curtailment payment applied to the Company’s term debt in December 2025 pursuant to Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement.
Previous wording
Platform & Other – the decrease of $920 was primarily driven by a reduction in underperforming partner sites.
Current wording
Platform & Other – the decrease of $1,773 was primarily driven by a reduction in underperforming partner sites, partially offset by an increase in other digital revenue attributable to ShopHQ e-commerce business.
Previous wording
Liquidated Damages – We recorded liquidated damages of $75 for the three months ended March 31, 2026, as compared to $75 for the three months ended March 31, 2025.
Current wording
Liquidated Damages – We recorded liquidated damages (as described above) of $151 for the six months ended June 30, 2026, as compared to $151 for the six months ended June 30, 2025.
Previous wording
We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net loss as adjusted for loss from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, (viii) loss on sale of assets; (ix) employee retention credit, (x) employee restructuring payments; and (xi) professional and vendor fees. Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measure as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure:
Current wording
We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net income (loss) as adjusted for income from discontinued operations, interest expense (net), income taxes, and depreciation and amortization. We further adjust for stock-based compensation and other special items that do not reflect our ongoing core operational performance, including impairment costs, third-party vendor or professional settlement fees, liquidated damages, and government tax incentive credits. Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measure as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure:
Previous wording
The following table presents a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure, for the periods indicated:
Current wording
The following table presents a reconciliation of Adjusted EBITDA to net (loss) income, which is the most directly comparable GAAP measure, for the periods indicated:
Rearranged current paragraphs (10)
Current report — wording carried from elsewhere
The following table sets forth revenue, cost of revenue, gross profit, income from operations, income (loss) from continuing operations and net income (loss):
Current report — wording carried from elsewhere
The following table sets forth cost of revenue by category:
Current report — wording carried from elsewhere
The following table sets forth selling and marketing expenses from continuing operations by category:
Current report — wording carried from elsewhere
The following table sets forth general and administrative expenses by category:
Current report — wording carried from elsewhere
We report our segment results as Sports & Leisure, Finance, Lifestyle, and Platform & Other. Additionally, certain expenses are not allocated to our segments because they represent centralized activities which cannot be accurately allocated.
Current report — wording carried from elsewhere
The following table sets forth revenue by segment:
Current report — wording carried from elsewhere
The following table sets forth segment gross profit:
Current report — wording carried from elsewhere
The following table reconciles segment gross profit to gross profit:
Current report — wording carried from elsewhere
The following table sets forth other expenses:
Current report — wording carried from elsewhere
Interest Expense – We incurred interest expense of $4,871 for the six months ended June 30, 2026 compared to $5,949 for six months ended June 30, 2025. The $1,078 decrease in interest expense reflects lower interest charges following repayment of the Simplify Loan throughout 2025 and the $13,000 curtailment payment applied to the Company’s term debt in December 2025 pursuant to Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement.