Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Basis of Presentation

This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the accompanying consolidated financial statements and the notes thereto, and the audited consolidated financial statements and notes thereto included in our 2024 Form 10-K.

Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the "Note Regarding Forward-Looking Statements" section of this Quarterly Report on Form 10-Q: Item 1A. Risk Factors of our 2024 Form 10-K and Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q for a discussion of these risks and uncertainties.

Overview

We are an operator of professional networks with a focus on diversity, employment, education and training. We use the term "diversity" (or "diverse") to describe communities, or "affinities," that are distinct based on a wide array of criteria, which may change from time to time, including ethnic, national, cultural, racial, religious or gender classification. We serve a variety of such communities, including Women, Hispanic-Americans, African-Americans, Asian-Americans, persons with disabilities, Military Professionals, and Lesbian, Gay, Bisexual and Transgender (LGBTQ+) persons, and students and graduates seeking to transition from education to career. The Company's technology platform is integral to the operation of its business.

We currently operate in three business segments. TalentAlly Network, our primary business segment, includes online professional job seeking communities with career resources tailored to the needs of various diverse cultural groups and employers looking to hire members of such groups. Our second business segment consists of the NAPW Network, a women-only professional networking organization. Our third business segment consists of RemoteMore, which connects companies with reliable, cost-efficient software developers with less effort and friction, and empowers developers to find meaningful jobs regardless of their location.

We believe that the combination of our solutions allows us to approach recruiting and professional networking in a unique way and thus create enhanced value for our members and customers by:

	●	Helping employers address their workforce diversity needs by connecting them with the right candidates from our diverse job seeking communities such as African Americans, Hispanics, Asians, Veterans, individuals with disabilities and members of the LGBTQ+ community (with the ability to roll out to our other affinities), as well as face-to-face and virtual recruiting events for Engineering, Technology and Security Clearance positions, designed to attract diverse candidates who may also have STEM-based backgrounds through our wholly-owned company Expo Experts Events, LLC. The networks' purposes, among others, are to assist their registered users in their efforts to connect with like-minded individuals, identify career opportunities within the network and connect with prospective employers;
	●	Providing a robust online and in-person network for our women members to make professional and personal connections; and
	●	Connecting companies with reliable, cost-efficient developers to meet their software needs.

Sources of Revenue

We generate revenue from (i) paid membership subscriptions and related services, (ii) recruitment services, (iii) contracted software development, and (iv) consumer advertising and consumer marketing solutions. The following table sets forth our revenues from each product as a percentage of total revenue for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.

		Six Months Ended June 30,
		2025				2024
Revenues:
Membership fees and related services			5.7	%			6.9	%
Recruitment services			57.2	%			65.8	%
Contracted software development			36.8	%			26.7	%
Consumer advertising and marketing solutions			0.3	%			0.6	%

Recruitment Services. We provide recruitment services through TalentAlly Network to medium and large employers seeking to diversify their employment ranks. Our recruitment services revenue is derived from the Company's agreements through single and multiple job postings, recruitment media, career fair events, talent recruitment communities, basic and premier corporate memberships, hiring campaign marketing and advertising, e-newsletter marketing and research and outreach services. Recruitment revenue includes revenue recognized from direct sales to customers for recruitment services and events, as well as revenue from the Company's direct e-commerce sales. The majority of recruitment services revenue comes from job recruitment advertising as well as face-to-face and virtual recruiting events for Engineering, Technology and Security Clearance positions, designed to attract diverse candidates who may also have STEM-based backgrounds through our wholly-owned company Expo Experts Events, LLC. We also offer to businesses subject to the regulations and requirements of the Equal Employment Opportunity Office of Federal Contract Compliance Program ("OFCCP") our OFCCP compliance product, which combines diversity recruitment advertising with job postings and compliance services.

Membership Fees and Related Services. We offer paid membership subscriptions through our NAPW Network, a women-only professional networking organization, operated by our wholly-owned subsidiary. Members gain access to networking opportunities through a members-only website at www.iawomen.com and "virtual" events which occur in a webcast setting, as well as through in-person networking local chapters. NAPW members also receive ancillary (non-networking) benefits such as educational discounts, shopping, and other membership perks. The basic package is the Initiator level, which provides online benefits only. Upgrades to an Innovator membership include the Initiator benefits, as well as a mentorship match service and upgraded content. The most comprehensive level, the Influencer, provides all the aforementioned benefits plus expanded opportunities for marketing and promotion, including the creation and distribution of a press release, which is sent over major newswires. Additionally, all memberships offer educational programs with discounts or at no cost, based on the membership level. NAPW Membership is renewable and fees are payable on an annual or monthly basis, with the first fee payable at the commencement of the membership. We offer to new purchasers of our NAPW memberships the opportunity to purchase a commemorative wall plaque at the time of purchase.

Contracted Software Development. RemoteMore generates revenue by providing contracted programmers to assist customers with their software solutions through customized software development.

Consumer Advertising and Consumer Marketing Solutions. We work with partner organizations to provide them with integrated job boards on their websites which offer their members or customers the ability to post recruitment advertising and job openings. We generate revenue from fees charged for those postings.

Cost of Revenue

Cost of revenue primarily consists of costs of producing job fair and other events, revenue sharing with partner organizations, and costs of web hosting and operating our websites for the TalentAlly Network. Costs of hosting member conferences and local chapter meetings are also included in the cost of revenue for NAPW Network. Costs of paying outside developers are included in the cost of revenue for RemoteMore.

		Six Months Ended June 30,
		2025				2024
Cost of revenues:
TalentAlly Network			31.9	%			37.3	%
NAPW Network			0.8	%			1.1	%
RemoteMore			67.3	%			61.6	%

Results of Operations

Revenues

Total Revenues

The following tables set forth our revenue for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.

		Three Months Ended June 30,								Change				Change
		2025				2024				(Dollars)				(Percent)
		(in thousands)
Revenues:
Membership fees and related services		$	86			$	109			$	(23	)			(21.1	)%
Recruitment services			881				1,145				(264	)			(23.1	)%
Contracted software development			668				429				239				55.7	%
Consumer advertising and marketing solutions			6				7				(1	)			(14.3	)%
Total revenues		$	1,641			$	1,690			$	(49	)			(2.9	)%

Total revenues for the three months ended June 30, 2025, decreased approximately $49,000, or 2.9%, to approximately $1,641,000 from approximately $1,690,000 during the same period in the prior year. The decrease was predominantly attributable to an approximate $264,000 decrease in recruitment services which was primarily driven by a slowdown in corporate spending on diversity, equity, and inclusion ("DEI") initiatives. We believe this trend is influenced by a shifting political and legal landscape, including the Supreme Court's 2023 decision on affirmative action and various executive orders and state-level legislation targeting DEI programs, which has caused some companies in both the public and private sectors to pause or re-evaluate their diversity-focused recruitment budgets. Revenue from membership and related services also declined by approximately $23,000. These decreases were partially offset by a $239,000 increase in contracted software development revenue.

		Six Months Ended June 30,								Change				Change
		2025				2024				(Dollars)				(Percent)
		(in thousands)
Revenues:
Membership fees and related services		$	182			$	236			$	(54	)			(22.9	)%
Recruitment services			1,797				2,249				(452	)			(20.1	)%
Contracted software development			1,156				914				242				26.5	%
Consumer advertising and marketing solutions			11				18				(7	)			(38.9	)%
Total revenues		$	3,146			$	3,417			$	(271	)			(7.9	)%

Total revenues for the six months ended June 30, 2025, decreased approximately $271,000, or 7.9%, to approximately $3,146,000 from approximately $3,417,000 during the same period in the prior year. The decrease was predominantly attributable to an approximate $452,000 decrease in recruitment services which was primarily driven by a slowdown in corporate spending on DEI initiatives. We believe this trend is influenced by a shifting political and legal landscape, including the Supreme Court's 2023 decision on affirmative action and various executive orders and state-level legislation targeting DEI programs, which has caused some companies in both the public and private sectors to pause or re-evaluate their diversity-focused recruitment budgets. Revenue from membership and related services also declined by approximately $54,000. These decreases were partially offset by a $242,000 increase in contracted software development revenue.

Revenues by Segment

The following table sets forth each operating segment's revenues for the periods presented. The period-to-period comparison is not necessarily indicative of future results.

		Three Months Ended June 30,								Change				Change
		2025				2024				(Dollars)				(Percent)
		(in thousands)
TalentAlly Network		$	887			$	1,152				(265	)			(23.0	)%
NAPW Network			86				109				(23	)			(21.1	)%
RemoteMore			668				429				239				55.7	%
Total revenues		$	1,641			$	1,690			$	(49	)			(2.9	)%

During the three months ended June 30, 2025, our TalentAlly Network generated approximately $887,000 in revenues compared to approximately $1,152,000 in revenues during the three months ended June 30, 2024, a decrease of approximately $265,000, or 23.0%. This decrease is consistent with the broader trend of reduced corporate spending on DEI-focused recruitment services discussed previously.

During the three months ended June 30, 2025, NAPW Network revenues generated approximately $86,000, compared to revenues of approximately $109,000 during the same period in the prior year, a decrease of approximately $23,000, or 21.1%. Management attributes this decline to lower renewal rates and reduced acquisition of new members in a competitive market for professional networking organizations.

During the three months ended June 30, 2025, RemoteMore revenue was approximately $668,000, compared to revenues of approximately $429,000 during the same period in the prior year, an increase of approximately $239,000, or 55.7%. This significant growth is primarily due to increased demand for qualified, remote software developers as companies continue to embrace flexible staffing models to manage costs and access a global talent pool. We have also focused our sales and marketing efforts on this segment, resulting in the acquisition of several new key client contracts during the period.

		Six Months Ended June 30,								Change				Change
		2025				2024				(Dollars)				(Percent)
		(in thousands)
TalentAlly Network		$	1,808			$	2,267				(459	)			(20.2	)%
NAPW Network			182				236				(54	)			(22.9	)%
RemoteMore			1,156				914				242				26.5	%
Total revenues		$	3,146			$	3,417			$	(271	)			(7.9	)%

During the six months ended June 30, 2025, our TalentAlly Network generated approximately $1,808,000 in revenues compared to approximately $2,267,000 in revenues during the six months ended June 30, 2024, a decrease of approximately $459,000, or 20.2%.

During the six months ended June 30, 2025, NAPW Network revenues generated approximately $182,000, compared to revenues of approximately $236,000 during the same period in the prior year, a decrease of approximately $54,000 , or 22.9%.

During the six months ended June 30, 2025, RemoteMore revenue was approximately $1,156,000, compared to revenues of approximately $914,000 during the same period in the prior year, an increase of approximately $242,000, or 26.5%.

Costs and Expenses

The following tables set forth our costs and expenses for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.

		Three Months Ended June 30,								Change				Change
		2025				2024				(Dollars)				(Percent)
		(in thousands)
Cost and expenses:
Cost of revenues		$	929			$	626			$	303				48.4	%
Sales and marketing			494				772				(278	)			(36.0	)%
General and administrative			674				819				(145	)			(17.7	)%
Depreciation and amortization			41				55				(14	)			(25.5	)%
Total pre-tax cost and expenses:		$	2,138			$	2,272			$	(134	)			(5.9	)%

		Six Months Ended June 30,								Change				Change
		2025				2024				(Dollars)				(Percent)
		(in thousands)
Cost and expenses:
Cost of revenues		$	1,648			$	1,279			$	369				28.9	%
Sales and marketing			1,065				1,602				(537	)			(33.5	)%
General and administrative			1,553				1,814				(261	)			(14.4	)%
Depreciation and amortization			82				107				(25	)			(23.4	)%
Total cost and expenses:		$	4,348			$	4,802			$	(454	)			(9.5	)%

Cost of revenues: Cost of revenues during the three months ended June 30, 2025 was approximately $929,000, an increase of approximately $303,000, or 48.4%, from approximately $626,000 during the same period of the prior year. The increase was predominantly due to an approximate $232,000 increase in RemoteMore's contract costs, which are the fees paid to external developers and are directly correlated with the segment's significant revenue growth. The remainder of the increase is due to a $46,000 increase in payroll related costs, mainly reflecting the cessation of labor-cost capitalization following the launch of the new website, and $25,000 other cost of revenue. This shift in our cost structure, with a higher proportion of costs attributable to payments to third-party developers, represents a structural change tied directly to our revenue mix. We expect this trend to continue as long as the RemoteMore segment continues to grow.

Cost of revenues: Cost of revenues during the six months ended June 30, 2025 was approximately $1,648,000, an increase of approximately $369,000, or 28.9%, from approximately $1,279,000 during the same period of the prior year. The increase was predominantly due to an approximate $229,000 increase in RemoteMore's contract costs, $96,000 increase in payroll related costs, mainly reflecting the cessation of labor-cost capitalization following the launch of the new website, and $44,000 other cost of revenue.

Sales and marketing expense: Sales and marketing expense during the three months ended June 30, 2025 was approximately $494,000, a decrease of approximately $278,000, or 36.0%, from $772,000 during the same period in the prior year. The decrease was predominantly attributed to approximately $233,000 of reduced payroll and commission related costs and $45,000 reduction in marketing and marketing related consulting and software costs.

Sales and marketing expense: Sales and marketing expense during the six months ended June 30, 2025 was approximately $1,065,000 a decrease of approximately $537,000, or 33.5%, from $1,602,000 during the same period in the prior year. The decrease was predominantly attributed to approximately $397,000 of reduced payroll and commission related costs and $140,000 reduction in marketing and marketing related consulting and software costs.

General and administrative expense: General and administrative expenses decreased by approximately $145,000, or 17.7%, to approximately $674,000 during the three months ended June 30, 2025, as compared to approximately $819,000 during the same period in the prior year. The decrease in expenses was predominantly due to reductions of approximately $75,000 of salaries and related benefit charges, $60,000 of share based compensation expenses and $10,000 in other general and administrative expenses.

General and administrative expense: General and administrative expenses decreased by approximately $261,000, or 14.4%, to approximately $1,553,000 during the six months ended June 30, 2025, as compared to approximately $1,814,000 during the same period in the prior year. The decrease in expenses was predominantly due to reductions of approximately $161,000 of salaries and related benefit charges, and $100,000 of share based compensation expenses.

Depreciation and amortization expense: Depreciation and amortization expense during the three months ended June 30, 2025 was approximately $41,000, a decrease of approximately $14,000 or 25.5%, compared to approximately $55,000 during the same period in the prior year. The decrease was primarily attributable to the amortization of trade name and other intangible assets.

Depreciation and amortization expense: Depreciation and amortization expense during the six months ended June 30, 2025 was approximately $82,000, a decrease of approximately $25,000 or 23.4%, compared to approximately $107,000 during the same period in the prior year. The decrease was primarily attributable to the amortization of trade name and other intangible assets.

Costs and Expenses by Segment

The following table sets forth each operating segment's costs and expenses for the periods presented. The period-to-period comparison is not necessarily indicative of future results.

		Three Months Ended June 30,								Change				Change
		2025				2024				(Dollars)				(Percent)
		(in thousands)
TalentAlly Network		$	918			$	1,190			$	(272	)			(22.9	)%
NAPW Network			120				141				(21	)			(14.9	)%
RemoteMore			766				549				217				39.5	%
Corporate Overhead			334				392				(58	)			(14.8	)%
Total costs and expenses:		$	2,138			$	2,272			$	(134	)			(5.9	)%

		Six Months Ended June 30,								Change				Change
		2025				2024				(Dollars)				(Percent)
		(in thousands)
TalentAlly Network		$	1,899			$	2,503			$	(604	)			(24.1	)%
NAPW Network			240				318			$	(78	)			(24.5	)%
RemoteMore			1,341				1,088			$	253				23.3	%
Corporate Overhead			868				893			$	(25	)			(2.8	)%
Total costs and expenses:		$	4,348			$	4,802			$	(454	)			(9.5	)%

For the three months ended June 30, 2025, costs and expenses related to our TalentAlly Network segment decreased by approximately $272,000, or 22.9%, as compared to the same period in the prior year. The decrease is primarily a result of reductions of approximately $234,000 in sales and marketing costs, and approximately $60,000 in general and administrative costs. Partially offsetting the decreases is an increase of approximately $4,000 in depreciation and amortization costs, and approximately $18,000 in costs of sales.

For the six months ended June 30, 2025, costs and expenses related to our TalentAlly Network segment decreased by approximately $604,000, or 24.1%, as compared to the same period in the prior year. The decrease is primarily a result of reductions of approximately $479,000 in sales and marketing costs, and approximately $182,000 in general and administrative costs. Partially offsetting the decreases is an increase of approximately $9,000 in depreciation and amortization costs, and approximately $48,000 in costs of sales.

For the three months ended June 30, 2025, costs and expenses related to the NAPW Network decreased by approximately $21,000, or 14.9%, as compared to the same period in the prior year. The decrease is predominantly due to a reduction in approximately $19,000 in depreciation and amortization costs and approximately $2,000 in general and administrative costs.

For the six months ended June 30, 2025, costs and expenses related to the NAPW Network decreased by approximately $78,000, or 24.5%, as compared to the same period in the prior year. The decrease is predominantly due to a reduction in approximately $15,000 in sales and marketing costs, approximately $37,000 in depreciation and amortization costs, approximately $24,000 in general and administrative costs, and approximately $2,000 in costs of sales.

For the three months ended June 30, 2025, cost and expenses related to RemoteMore increased by approximately $217,000, or 39.5%, as compared to the same period in the prior year, predominantly due to an increase in costs of sales approximately $217,000.

For the six months ended June 30, 2025, cost and expenses related to RemoteMore increased by approximately $253,000, or 23.3%, as compared to the same period in the prior year, predominantly due to an increase in costs of sales approximately $253,000.

For the three months ended June 30, 2025, costs and expenses related to Corporate Overhead decreased by approximately $58,000, or 14.8%, as compared to the same period in the prior year. The decrease is predominantly due to a decrease of approximately $96,000 in payroll, bonus-related, and board costs and $17,000 in insurance costs. These decreases were partially offset by an increase of approximately $48,000 in legal costs and $7,000 in filing, investor relations, and accounting expenses.

For the six months ended June 30, 2025, costs and expenses related to Corporate Overhead decreased by approximately $25,000, or 2.8%, as compared to the same period in the prior year. The decrease is predominantly due to a decrease of approximately $160,000 in payroll, bonus-related, and board costs, $36,000 in insurance costs, and $10,000 in accounting costs. These decreases were partially offset by an increase of approximately $117,000 in legal costs and $64,000 in filing and investor relations expenses

Income Tax Expense (Benefit)

		Three Months Ended June 30,								Change				Change
		2025				2024				(Dollars)				(Percent)
		(in thousands)
Income tax expense (benefit)		$	-			$	4			$	(4	)			(100.0	)%

		Six Months Ended June 30,								Change				Change
		2025				2024				(Dollars)				(Percent)
		(in thousands)
Income tax expense (benefit)		$	-			$	6			$	(6	)			(100.0	)%

During the three months ended June 30, 2025 and 2024, we recorded an income tax expense of approximately $0 and an income tax expense of approximately $4,000, respectively.

During the six months ended June 30, 2025 and 2024, we recorded an income tax expense of approximately $0 and an income tax expense of approximately $6,000, respectively.

Net loss from Continuing Operations, Net of Tax

The following table sets forth each operating segment's net loss for the periods presented. The period-to-period comparison is not necessarily indicative of future results.

		Three Months Ended June 30,								Change				Change
		2025				2024				(Dollars)				(Percent)
		(in thousands)
TalentAlly Network		$	(31	)		$	(41	)		$	10				24.4	%
NAPW Network			(35	)			(32	)			(3	)			(9.4	)%
RemoteMore			(93	)			(121	)			28				23.1	%
Corporate Overhead			(333	)			(392	)			59				15.1	%
Consolidated net loss from continuing operations, net of tax		$	(492	)		$	(586	)		$	94				16.0	%

		Six Months Ended June 30,								Change				Change
		2025				2024				(Dollars)				(Percent)
		(in thousands)
TalentAlly Network		$	(130	)		$	(239	)		$	109				45.6	%
NAPW Network			(58	)			(84	)			26				31.0	%
RemoteMore			(177	)			(177	)			-				0.0	%
Corporate Overhead			(868	)			(893	)			25				2.8	%
Consolidated net loss from continuing operations, net of tax		$	(1,233	)		$	(1,393	)		$	160				11.5	%

Consolidated Net Loss from Continuing Operations, Net of Tax. As the result of the factors discussed above, during the three months ended June 30, 2025, we incurred a net loss from continuing operations of approximately $492,000, a decrease in the net loss of approximately $94,000, compared to a net loss of approximately $586,000 during the three months ended June 30, 2024. As the result of the factors discussed above, during the six months ended June 30, 2025, we incurred a net loss from continuing operations of approximately $1,233,000, a decrease in the net loss of approximately $160,000, compared to a net loss of approximately $1,393,000 during the six months ended June 30, 2024.

Liquidity and Capital Resources

The following table summarizes our liquidity and capital resources as of June 30, 2025 and December 31, 2024:

		June 30, 2025				December 31, 2024
		(in thousands)
Cash and cash equivalents		$	125			$	1,731
Working deficiency from continuing operations		$	(1,919	)		$	271

Our principal sources of liquidity are our cash and cash equivalents, including cash from operations and net proceeds from the issuances of common stock, if any. As of June 30, 2025, we had cash and cash equivalents of approximately $125,000 compared to cash and cash equivalents of approximately $1,731,000 at December 31, 2024. Our working capital has shifted from $271,000 at December 31, 2024 to a working deficiency of approximately $1,919,000 at June 30, 2025. We had an accumulated deficit of approximately $103,613,000 at June 30, 2025.

The significant decrease in our cash and cash equivalents and working capital during the first six months of 2025 was primarily due to cash used in operating activities of $780,000 and a strategic investment of approximately $1.3 million in AI Geometric Ltd. These factors, combined with our history of recurring losses from operations, raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to further implement our business plan, raise capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

To address our liquidity needs, subsequent to the end of the quarter, in July 2025, we raised gross proceeds of $400,000 through the issuance of unsecured convertible promissory notes. Concurrently, we completed a warrant exchange which is intended to simplify our capital structure. Management has implemented cost-reduction measures, including personnel reductions and vendor renegotiations, and is actively exploring additional financing opportunities. While there can be no assurance that our plans will be successful or that additional financing will be available on acceptable terms, if at all, management believes that our existing cash, combined with the proceeds from the recent financing and our ongoing cost-containment efforts, will be sufficient to fund our operations for at least the next 12 months from the filing date of this report.

We are closely monitoring operating costs and capital requirements. Our Management continues to contain and reduce costs, through personnel reductions, replacing and negotiating with certain vendors, and implementing technology to reduce manual time spent on routine operations. If we are still not successful in sufficiently reducing our costs further, we may then need to dispose of our other assets or discontinue business lines.

Our cash and cash equivalents at June 30, 2025 and cash flow from operations may not be sufficient to meet our working capital requirements for the fiscal year ending December 31, 2025, without the need to increase revenues, or raise capital by the issuance of common stock, including through our line of equity or private placements. There can be no assurances that our business plans and actions will be successful, that we will generate anticipated revenues, or that unforeseen circumstances will not require additional funding sources in the future or require an acceleration of plans to conserve liquidity. Future efforts to raise additional funds may not be successful or they may not be available on acceptable terms, if at all.

Our TalentAlly Network sells recruitment services to employers, generally on a 30-to-90-day period or a one-year contract basis. This revenue is also deferred and recognized over the period of the contract. Our payment terms for TalentAlly Network customers range from 30 to 90 days. We consider the difference between the payment terms and payment receipts a result of transit time for invoice and payment processing and to date have not experienced any liquidity issues as a result of the payments extending past the specified terms. Our NAPW Network collects membership fees generally at the commencement of the membership term or at renewal periods thereafter. The memberships we sell are for one year and we defer recognition of the revenue from membership sales and renewals and recognize it ratably over the twelve-month period. We also offer monthly membership for NAPW for which we collect a fee on a monthly basis. RemoteMore generates revenue by providing contracted programmers to assist customers with their software solutions through customized software development. Customers are charged for the period the work is performed and payment terms are typically net 10 days.

		Six Months Ended June 30,
		2025				2024
		(in thousands)
Cash provided by (used in) continued operations
Operating activities		$	(780	)		$	(768	)
Investing activities			(1,304	)			(153	)
Financing activities			478				912
Net increase (decrease) in cash and cash equivalents		$	(1,606	)		$	(8	)

Cash and Cash Equivalents

The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less and may consist of cash on deposit with banks and investments in money market funds, corporate and municipal debt and U.S. government and U.S. government agency securities. As of June 30, 2025 and December 31, 2024, cash and cash equivalents consisted of cash on deposit with banks and investments in money market funds.

Net Cash Used in Operating Activities

Net cash used in operating activities from continuing operations during the six months ended June 30, 2025, was approximately $780,000. We had a net loss from continuing operations of approximately $1,233,000 during the six months ended June 30, 2025, which included stock-based compensation expense of approximately $22,000, depreciation and amortization expense of approximately $82,000, provision for doubtful accounts of approximately $18,000, unrealized loss on investment of approximately $44,000, and noncash lease expense of $46,000. Changes in operating assets and liabilities provided approximately $242,000 of cash during the six months ended June 30, 2025.

Net cash used in operating activities from continuing operations during the six months ended June 30, 2024, was approximately $768,000. We had a net loss from continuing operations of approximately $1,393,000 during the six months ended June 30, 2024, which included stock-based compensation expense of approximately $110,000, depreciation and amortization expense of approximately $107,000, provision for doubtful accounts of approximately $36,000, and noncash lease expense of $46,000. Changes in operating assets and liabilities provided approximately $327,000 of cash during the six months ended June 30, 2024.

Net Cash Used in Investing Activities

Net cash used in investing activities during the six months ended June 30, 2025, was approximately $1,304,000 which is primary related to the investment in 13% of AI Geometric Ltd's outstanding shares.

Net cash used in investing activities from continuing operations during the six months ended June 30, 2024, was approximately $153,000, which consisted of investments in developed technology and computer equipment purchases

Net Cash Provided by Financing Activities

Net cash provided in financing activities during the six months ended June 30, 2025, was approximately $478,000 representing the proceeds from the sale of common stock and proceeds from short-term debt.

Net cash provided in financing activities during the six months ended June 30, 2024 was approximately $912,000 representing the proceeds from the sale of common stock and proceeds from minority partners.

Non-GAAP Financial Measure

Adjusted EBITDA

We believe Adjusted EBITDA provides a meaningful representation of our operating performance that provides useful information to investors regarding our financial condition and results of operations. Adjusted EBITDA is commonly used by financial analysts and others to measure operating performance. Furthermore, management believes that this non-GAAP financial measure may provide investors with additional meaningful comparisons between current results and results of prior periods as they are expected to be reflective of our core ongoing business. However, while we consider Adjusted EBITDA to be an important measure of operating performance, Adjusted EBITDA and other non-GAAP financial measures have limitations, and investors should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Further, Adjusted EBITDA, as we define it, may not be comparable to EBITDA, or similarly titled measures, as defined by other companies.

The following non-GAAP financial information in the tables that follow are reconciled to comparable information presented using GAAP, derived by adjusting amounts determined in accordance with GAAP for certain items presented in the accompanying selected operating statement data.

The following table provides a reconciliation of net loss from continuing operations to Adjusted EBITDA, the most directly comparable GAAP measure reported in our consolidated financial statements, for the three and six months ended June 30, 2025 and 2024:

		Three Months Ended June 30,
		2025				2024
		(in thousands)
Loss from Continuing Operations, net of tax		$	(492	)		$	(586	)
Stock-based compensation			(15	)			26
Loss attributable to noncontrolling interest			16				33
Depreciation and amortization			41				55
Other (expense) income, net			(4	)			-
Income tax expense (benefit)			-				4
Adjusted EBITDA		$	(454	)		$	(468	)

		Six Months Ended June 30,
		2025				2024
		(in thousands)
Loss from Continuing Operations		$	(1,233	)		$	(1,393	)
Stock-based compensation			22				110
Loss attributable to noncontrolling interest			35				48
Depreciation and amortization			82				107
Other (expense) income, net			31				2
Income tax expense (benefit)			-				6
Adjusted EBITDA		$	(1,063	)		$	(1,120	)

Off-Balance Sheet Arrangements

Since inception, we have not engaged in any off-balance sheet activities within the meaning of Item 303 of Regulation S-K

Critical Accounting Policies and Estimates

Our management's discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these consolidated financial statements requires us to exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenues and expenses, and disclosure of commitments and contingencies at the date of the consolidated financial statements.

We base our estimates on our historical experience, knowledge of our business and industry, current and expected economic conditions, the attributes of our products, the regulatory environment, and in certain cases, the results of outside appraisals. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.

While our significant accounting policies are more fully described in Note 3 to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we use in the preparation of our consolidated financial statements.

Accounts Receivable and Allowance for Credit Losses

Our accounts receivable consists principally of uncollateralized amounts billed to customers. These receivables are generally due within 30 to 90 days of the period in which the corresponding sales occur and do not bear interest. They are recorded at net realizable value less an allowance for credit losses and are classified as account receivable, net on the consolidated balance sheets.

We adopted ASU 2016-13, Financial Instruments - Credit Losses, in the first quarter of fiscal 2023. This accounting standard requires companies to measure expected credit losses on financial instruments based on the total estimated amount to be collected over the lifetime of the instrument. Prior to the adoption of this accounting standard, we recorded incurred loss reserves against receivable balances based on current and historical information.

We consider both current conditions and reasonable and supportable forecasts of future conditions when evaluating expected credit losses for uncollectible receivable balances. In our determination of the allowance for credit losses, we pool receivables by days outstanding and apply an expected credit loss percentage to each pool. The expected credit loss percentage is determined using historical loss data adjusted for current conditions and forecasts of future economic conditions. Current conditions considered include predefined aging criteria, as well as specified events that indicate the balance due is not collectible. Reasonable and supportable forecasts used in determining the probability of future collection consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses.

We are not party to any off-balance sheet arrangements that would require an allowance for credit losses in accordance with this accounting standard.

Goodwill and Intangible Assets

The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other ("ASC 350"). ASC 350 requires that goodwill and other intangibles with indefinite lives should be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value.

Goodwill is tested for impairment at the reporting unit level on an annual basis (December 31 for the Company) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company considers its market capitalization and the carrying value of its assets and liabilities, including goodwill, when performing its goodwill impairment test.

When conducting its annual goodwill impairment assessment, the Company initially performs a qualitative evaluation of whether it is more likely than not that goodwill is impaired. If it is determined by a qualitative evaluation that it is more likely than not that goodwill is impaired, the Company then compares the fair value of the Company's reporting unit to its carrying or book value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and the Company is not required to perform further testing. If the carrying value of a reporting unit exceeds its fair value, the Company will measure any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Capitalized Technology Costs

We account for capitalized technology costs in accordance with ASC 350-40, Internal-Use Software ("ASC 350-40"). In accordance with ASC 350-40, we capitalize certain external and internal computer software costs incurred during the application development stage. The application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized software costs are amortized over the estimated useful lives of the software assets on a straight-line basis, generally not exceeding three years.

Business Combinations

ASC 805, Business Combinations ("ASC 805"), applies the acquisition method of accounting for business combinations to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged. ASC 805 establishes principles and requirements for how the acquirer a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Accounting for acquisitions requires the Company to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition-date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of comprehensive loss.

Revenue Recognition

Our principal sources of revenue are recruitment revenue, consumer marketing and consumer advertising revenue, event revenues from career fairs, membership subscription fees, and contracted software development. Recruitment revenue includes revenue recognized from direct sales to customers for recruitment services and events, as well as revenue from our direct ecommerce sales. Revenues from recruitment services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed or determinable and collectability is probable. Our recruitment revenue is derived from agreements through single and multiple job postings, recruitment media, talent recruitment communities, basic and premier corporate memberships, hiring campaign marketing and advertising, e-newsletter marketing and research and outreach services.

Consumer marketing and consumer advertising revenue is recognized either based upon a fixed fee for revenue sharing agreements in which payment is required at the time of posting or billed based upon the number of impressions (the number of times an advertisement is displayed) recorded on the websites as specified in the customer agreement.

Revenue generated from NAPW Network membership subscriptions is recognized ratably over the 12-month membership period, although members pay their annual fees at the commencement of the membership period. We also offer a monthly membership for which we collect fees on a monthly basis and we recognize revenue in the same month as the fees are collected. Revenue from related membership services is derived from fees for development and set-up of a member's personal on-line profile and/or press release announcements. Fees related to these services are recognized as revenue at the time the on-line profile is complete and press release is distributed.

Revenues generated from RemoteMore consist of contracts entered into to provide customers with software solutions and are recognized in the month work is performed.

Revenue Concentration

We are in an alliance with another company to build, host, and manage some of our job boards and website. This alliance member also sells two of our recruitment services products and bills customers, collects fees, and provides customer services. For the six months ended June 30, 2025 and 2024, we recorded approximately 2% and 6% of our recruitment services revenue from this alliance sales relationship. In 2024, we transitioned the management of these job boards and website operations in-house.

Lease Obligations

We lease office space under a non-cancelable operating lease that expires in September 2027. Our facility lease provides for periodic rent increases and contain escalation clauses and renewal options. Our lease terms include options to extend the lease.

We recognize operating lease expense on a straight-line basis over the lease term and variable lease payments are expensed as incurred. Lease costs are primarily recorded within SG&A expenses in the Company's consolidated statements of loss and comprehensive loss.

We determine if a contract contains a lease at lease inception. If the borrowing rate implicit in the lease is not determinable, we use its incremental borrowing rate ("IBR") based on information available at lease commencement including prevailing financial market conditions to determine the present value of future lease payments. We have elected the option to combine lease and non-lease components as a single component for our entire population of lease assets.

Operating lease assets and lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, and lease incentives. We have elected not to apply the recognition requirements to short-term leases of 12 months or less and instead recognizes lease payments as expense on a straight-line basis over the lease term. Our lease agreement does not contain any material residual value guarantees or material restrictive covenants. Leased assets are presented net of accumulated amortization.

Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities; instead, these are expensed as incurred and recorded as variable lease expense.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances effective tax rate reconciliation disclosure requirements and provides clarity to the disclosures of income taxes paid, income before taxes and provision for income taxes. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.