[10-Q] Playboy, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Playboy, Inc. reported improved top-line and narrower losses in the quarter ended June 30, 2025. Net revenues rose to $28.1 million from $24.9 million a year earlier, and for the six months revenues increased to $57.0 million from $53.2 million. Operating loss for the quarter narrowed to $5.9 million from $9.2 million, and net loss was $7.7 million versus $16.7 million in the prior-year quarter, reflecting lower interest expense and cost management.
The company completed a long-term License & Management Agreement with Byborg effective January 1, 2025, under which Playboy will receive $20.0 million in minimum guaranteed royalties per year and recognized $5.0 million and $10.0 million of such royalties in the three- and six-month periods, respectively. Liquidity shows $19.6 million of unrestricted cash and $21.7 million of cash and restricted cash at period-end, total debt (net) of $177.5 million, and mezzanine preferred equity of $19.1 million. Management states it was covenant-compliant at June 30, 2025 and believes existing liquidity is sufficient for at least one year, while noting covenant risk if macroeconomic conditions worsen.
Playboy, Inc. ha registrato ricavi in crescita e perdite ridotte nel trimestre chiuso il 30 giugno 2025. I ricavi netti sono saliti a $28.1 milioni rispetto a $24.9 milioni dell'anno precedente e, nei primi sei mesi, a $57.0 milioni da $53.2 milioni. La perdita operativa trimestrale si è ridotta a $5.9 milioni da $9.2 milioni, mentre la perdita netta è passata a $7.7 milioni rispetto a $16.7 milioni nel trimestre dell'anno precedente, grazie a minori oneri finanziari e a una gestione dei costi più rigorosa.
L'azienda ha perfezionato un accordo di Licenza e Gestione a lungo termine con Byborg, vigente dal 1° gennaio 2025, in base al quale Playboy riceverà $20.0 milioni di royalties minime garantite all'anno e ha contabilizzato $5.0 milioni e $10.0 milioni di tali royalties nei periodi di tre e sei mesi rispettivamente. La situazione di liquidità mostra $19.6 milioni di cassa non vincolata e $21.7 milioni di cassa e cassa vincolata a fine periodo, un indebitamento totale (netto) di $177.5 milioni e capitale preferenziale mezzanino pari a $19.1 milioni. La direzione afferma di essere stata conforme ai covenant al 30 giugno 2025 e ritiene che la liquidità disponibile sia sufficiente per almeno un anno, pur segnalando un rischio sui covenant in caso di peggioramento delle condizioni macroeconomiche.
Playboy, Inc. informó un aumento de los ingresos y una reducción de las pérdidas en el trimestre cerrado el 30 de junio de 2025. Los ingresos netos subieron a $28.1 millones desde $24.9 millones un año antes, y en el semestre aumentaron a $57.0 millones desde $53.2 millones. La pérdida operativa trimestral se redujo a $5.9 millones desde $9.2 millones, y la pérdida neta fue de $7.7 millones frente a $16.7 millones en el trimestre del año anterior, reflejando menores gastos por intereses y control de costos.
La compañía completó un Acuerdo de Licencia y Gestión a largo plazo con Byborg, vigente desde el 1 de enero de 2025, bajo el cual Playboy recibirá royalties mínimos garantizados de $20.0 millones por año y reconoció $5.0 millones y $10.0 millones de dichas royalties en los periodos de tres y seis meses, respectivamente. La liquidez muestra $19.6 millones en efectivo no restringido y $21.7 millones en efectivo y efectivo restringido al cierre del periodo, deuda total (neta) de $177.5 millones y capital preferente mezzanine de $19.1 millones. La gerencia afirma que cumplía con los covenants al 30 de junio de 2025 y considera que la liquidez existente es suficiente por al menos un año, aunque advierte riesgo en los covenants si las condiciones macroeconómicas empeoran.
플레이보이(Playboy, Inc.)는 2025년 6월 30일로 끝나는 분기에 매출이 개선되고 손실이 축소되었다고 보고했습니다. 순수익은 전년 동기 $24.9 million에서 $28.1 million으로 증가했고, 상반기 수익은 $53.2 million에서 $57.0 million으로 늘었습니다. 분기 영업손실은 $9.2 million에서 $5.9 million으로 축소되었으며, 순손실은 이자비용 감소와 비용 관리의 영향으로 전년 동기 $16.7 million에서 $7.7 million으로 줄었습니다.
회사는 2025년 1월 1일부로 발효된 Byborg와의 장기 라이선스 및 관리 계약을 완료했으며, 이에 따라 플레이보이는 연간 최소 보장 로열티 $20.0 million을 받게 되고 해당 로열티 중 $5.0 million과 $10.0 million을 각각 3개월 및 6개월 실적에 인식했습니다. 기말 유동성은 제한 없는 현금 $19.6 million과 제한된 현금 포함 $21.7 million을 보유하고 있으며, 총(순)부채는 $177.5 million, 메자닌 우선주(메자닌 우선지분)는 $19.1 million입니다. 경영진은 2025년 6월 30일 기준으로 계약상 의무(covenants)를 준수했다고 밝히며, 현 유동성이 최소 1년 이상을 버티기에 충분하다고 보지만 거시경제 여건이 악화되면 covenant 리스크가 발생할 수 있음을 경고했습니다.
Playboy, Inc. a annoncé une amélioration du chiffre d'affaires et une réduction des pertes pour le trimestre clos le 30 juin 2025. Les revenus nets ont augmenté à $28.1 millions contre $24.9 millions un an plus tôt, et sur six mois les revenus sont passés à $57.0 millions contre $53.2 millions. La perte d'exploitation pour le trimestre s'est réduite à $5.9 millions contre $9.2 millions, et la perte nette s'est établie à $7.7 millions contre $16.7 millions au trimestre comparable de l'année précédente, en raison de charges d'intérêts plus faibles et d'une meilleure maîtrise des coûts.
La société a finalisé un accord de licence et de gestion à long terme avec Byborg, effectif depuis le 1er janvier 2025, en vertu duquel Playboy percevra des redevances minimales garanties de $20.0 millions par an et a comptabilisé $5.0 millions et $10.0 millions de ces redevances sur les périodes de trois et six mois respectivement. La trésorerie montre $19.6 millions de liquidités non restreintes et $21.7 millions de liquidités et liquidités restreintes à la clôture, une dette totale (nette) de $177.5 millions et des capitaux privilégiés mezzanine de $19.1 millions. La direction déclare avoir respecté les covenants au 30 juin 2025 et estime que la liquidité disponible est suffisante pour au moins un an, tout en signalant un risque de covenant en cas de détérioration des conditions macroéconomiques.
Playboy, Inc. meldete im Quartal zum 30. Juni 2025 steigende Umsätze und geringere Verluste. Die Nettoumsätze stiegen auf $28.1 Millionen gegenüber $24.9 Millionen im Vorjahr, und für die sechs Monate erhöhten sich die Umsätze auf $57.0 Millionen von $53.2 Millionen. Der operative Verlust im Quartal verringerte sich auf $5.9 Millionen von $9.2 Millionen, und der Nettoverlust belief sich auf $7.7 Millionen gegenüber $16.7 Millionen im Vorjahresquartal, was auf geringere Zinsaufwendungen und Kostenmanagement zurückzuführen ist.
Das Unternehmen schloss zum 1. Januar 2025 eine langfristige Lizenz- und Managementvereinbarung mit Byborg ab, wonach Playboy jährliche garantierte Mindestroyalties von $20.0 Millionen erhält und in den drei- bzw. sechsmonatigen Perioden $5.0 Millionen bzw. $10.0 Millionen dieser Royalties anerkannt wurden. Die Liquidität weist zum Periodenende $19.6 Millionen ungebundenes Bargeld und $21.7 Millionen Bargeld und gebundenes Bargeld aus, die Gesamtverschuldung (netto) beträgt $177.5 Millionen und Mezzanine-Vorzugsanteile $19.1 Millionen. Das Management erklärt, dass zum 30. Juni 2025 die Covenants eingehalten wurden und hält die vorhandene Liquidität für mindestens ein Jahr für ausreichend, weist jedoch auf ein Covenant-Risiko hin, falls sich die makroökonomische Lage verschlechtert.
Positive
- Net revenue growth to $28.1 million in Q2 2025 from $24.9 million in Q2 2024
- Operating and net losses materially narrowed (operating loss Q2 down to $5.9M from $9.2M; net loss Q2 down to $7.7M from $16.7M)
- Long-term License & Management Agreement with Byborg providing $20.0 million in minimum guaranteed royalties per year
- Management reports covenant compliance as of June 30, 2025 and believes liquidity is sufficient for at least one year
Negative
- Limited liquidity relative to debt: unrestricted cash and cash equivalents of ~$19.6M versus total debt, net, of $177.5M
- Negative operating cash flow of $11.5 million for the six months ended June 30, 2025
- Stockholders' deficit of $(17.5) million as of June 30, 2025
- Material legal and arbitration matters (AVS trial set for September 29, 2025; ongoing Hong Kong arbitration with New Handong)
- Ongoing covenant risk acknowledged if macroeconomic conditions materially worsen, the company could face difficulty maintaining compliance
Insights
TL;DR: Revenues improved and losses narrowed, but cash remains limited relative to substantial debt.
Revenue increased to $28.1 million in Q2 2025, up ~13% year-over-year, and operating loss narrowed to $5.9 million from $9.2 million, showing operational improvement. Net loss fell to $7.7 million from $16.7 million. The A&R term loan effective interest rates and capitalized PIK interest raise long-term cash interest obligations; total debt, net of premium and issuance costs, was $177.5 million. Cash and cash equivalents of approximately $19.6 million provide near-term runway, and management states covenant compliance and one-year liquidity sufficiency, but negative operating cash flow of $11.5 million for the six months underscores ongoing cash burn. The Licensing agreement with Byborg provides $20.0 million/year minimum guaranteed royalties, materially improving revenue predictability.
TL;DR: The Byborg LMA and Series B preferred transactions materially reshape revenue streams and capital structure.
The long-term LMA with Byborg, effective January 1, 2025, shifts digital operations to a licensing model and yields $20.0 million annual minimum guaranteed royalties, of which $10.0 million was recognized in the six-month period. The issuance and partial conversion of Series B Convertible Preferred Stock reduced preferred outstanding to 21,000 shares and produced a $7.0 million conversion-to-common equity event in January 2025. These actions altered mezzanine equity (now $19.1 million) and increased common shares outstanding to support liquidity and debt restructuring. Ongoing transition obligations (remittances payable to Byborg of $2.6 million) and contingent liabilities from litigation/arbitration remain governance considerations.
Playboy, Inc. ha registrato ricavi in crescita e perdite ridotte nel trimestre chiuso il 30 giugno 2025. I ricavi netti sono saliti a $28.1 milioni rispetto a $24.9 milioni dell'anno precedente e, nei primi sei mesi, a $57.0 milioni da $53.2 milioni. La perdita operativa trimestrale si è ridotta a $5.9 milioni da $9.2 milioni, mentre la perdita netta è passata a $7.7 milioni rispetto a $16.7 milioni nel trimestre dell'anno precedente, grazie a minori oneri finanziari e a una gestione dei costi più rigorosa.
L'azienda ha perfezionato un accordo di Licenza e Gestione a lungo termine con Byborg, vigente dal 1° gennaio 2025, in base al quale Playboy riceverà $20.0 milioni di royalties minime garantite all'anno e ha contabilizzato $5.0 milioni e $10.0 milioni di tali royalties nei periodi di tre e sei mesi rispettivamente. La situazione di liquidità mostra $19.6 milioni di cassa non vincolata e $21.7 milioni di cassa e cassa vincolata a fine periodo, un indebitamento totale (netto) di $177.5 milioni e capitale preferenziale mezzanino pari a $19.1 milioni. La direzione afferma di essere stata conforme ai covenant al 30 giugno 2025 e ritiene che la liquidità disponibile sia sufficiente per almeno un anno, pur segnalando un rischio sui covenant in caso di peggioramento delle condizioni macroeconomiche.
Playboy, Inc. informó un aumento de los ingresos y una reducción de las pérdidas en el trimestre cerrado el 30 de junio de 2025. Los ingresos netos subieron a $28.1 millones desde $24.9 millones un año antes, y en el semestre aumentaron a $57.0 millones desde $53.2 millones. La pérdida operativa trimestral se redujo a $5.9 millones desde $9.2 millones, y la pérdida neta fue de $7.7 millones frente a $16.7 millones en el trimestre del año anterior, reflejando menores gastos por intereses y control de costos.
La compañía completó un Acuerdo de Licencia y Gestión a largo plazo con Byborg, vigente desde el 1 de enero de 2025, bajo el cual Playboy recibirá royalties mínimos garantizados de $20.0 millones por año y reconoció $5.0 millones y $10.0 millones de dichas royalties en los periodos de tres y seis meses, respectivamente. La liquidez muestra $19.6 millones en efectivo no restringido y $21.7 millones en efectivo y efectivo restringido al cierre del periodo, deuda total (neta) de $177.5 millones y capital preferente mezzanine de $19.1 millones. La gerencia afirma que cumplía con los covenants al 30 de junio de 2025 y considera que la liquidez existente es suficiente por al menos un año, aunque advierte riesgo en los covenants si las condiciones macroeconómicas empeoran.
플레이보이(Playboy, Inc.)는 2025년 6월 30일로 끝나는 분기에 매출이 개선되고 손실이 축소되었다고 보고했습니다. 순수익은 전년 동기 $24.9 million에서 $28.1 million으로 증가했고, 상반기 수익은 $53.2 million에서 $57.0 million으로 늘었습니다. 분기 영업손실은 $9.2 million에서 $5.9 million으로 축소되었으며, 순손실은 이자비용 감소와 비용 관리의 영향으로 전년 동기 $16.7 million에서 $7.7 million으로 줄었습니다.
회사는 2025년 1월 1일부로 발효된 Byborg와의 장기 라이선스 및 관리 계약을 완료했으며, 이에 따라 플레이보이는 연간 최소 보장 로열티 $20.0 million을 받게 되고 해당 로열티 중 $5.0 million과 $10.0 million을 각각 3개월 및 6개월 실적에 인식했습니다. 기말 유동성은 제한 없는 현금 $19.6 million과 제한된 현금 포함 $21.7 million을 보유하고 있으며, 총(순)부채는 $177.5 million, 메자닌 우선주(메자닌 우선지분)는 $19.1 million입니다. 경영진은 2025년 6월 30일 기준으로 계약상 의무(covenants)를 준수했다고 밝히며, 현 유동성이 최소 1년 이상을 버티기에 충분하다고 보지만 거시경제 여건이 악화되면 covenant 리스크가 발생할 수 있음을 경고했습니다.
Playboy, Inc. a annoncé une amélioration du chiffre d'affaires et une réduction des pertes pour le trimestre clos le 30 juin 2025. Les revenus nets ont augmenté à $28.1 millions contre $24.9 millions un an plus tôt, et sur six mois les revenus sont passés à $57.0 millions contre $53.2 millions. La perte d'exploitation pour le trimestre s'est réduite à $5.9 millions contre $9.2 millions, et la perte nette s'est établie à $7.7 millions contre $16.7 millions au trimestre comparable de l'année précédente, en raison de charges d'intérêts plus faibles et d'une meilleure maîtrise des coûts.
La société a finalisé un accord de licence et de gestion à long terme avec Byborg, effectif depuis le 1er janvier 2025, en vertu duquel Playboy percevra des redevances minimales garanties de $20.0 millions par an et a comptabilisé $5.0 millions et $10.0 millions de ces redevances sur les périodes de trois et six mois respectivement. La trésorerie montre $19.6 millions de liquidités non restreintes et $21.7 millions de liquidités et liquidités restreintes à la clôture, une dette totale (nette) de $177.5 millions et des capitaux privilégiés mezzanine de $19.1 millions. La direction déclare avoir respecté les covenants au 30 juin 2025 et estime que la liquidité disponible est suffisante pour au moins un an, tout en signalant un risque de covenant en cas de détérioration des conditions macroéconomiques.
Playboy, Inc. meldete im Quartal zum 30. Juni 2025 steigende Umsätze und geringere Verluste. Die Nettoumsätze stiegen auf $28.1 Millionen gegenüber $24.9 Millionen im Vorjahr, und für die sechs Monate erhöhten sich die Umsätze auf $57.0 Millionen von $53.2 Millionen. Der operative Verlust im Quartal verringerte sich auf $5.9 Millionen von $9.2 Millionen, und der Nettoverlust belief sich auf $7.7 Millionen gegenüber $16.7 Millionen im Vorjahresquartal, was auf geringere Zinsaufwendungen und Kostenmanagement zurückzuführen ist.
Das Unternehmen schloss zum 1. Januar 2025 eine langfristige Lizenz- und Managementvereinbarung mit Byborg ab, wonach Playboy jährliche garantierte Mindestroyalties von $20.0 Millionen erhält und in den drei- bzw. sechsmonatigen Perioden $5.0 Millionen bzw. $10.0 Millionen dieser Royalties anerkannt wurden. Die Liquidität weist zum Periodenende $19.6 Millionen ungebundenes Bargeld und $21.7 Millionen Bargeld und gebundenes Bargeld aus, die Gesamtverschuldung (netto) beträgt $177.5 Millionen und Mezzanine-Vorzugsanteile $19.1 Millionen. Das Management erklärt, dass zum 30. Juni 2025 die Covenants eingehalten wurden und hält die vorhandene Liquidität für mindestens ein Jahr für ausreichend, weist jedoch auf ein Covenant-Risiko hin, falls sich die makroökonomische Lage verschlechtert.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2025
or
For the transition period from to
Commission File Number 001-39312
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices including zip code) | ||||||||
Registrant’s telephone number, including area code: ( | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | £ | Accelerated filer | £ | ||||||||
| ☒ | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of Registrant’s Common Stock outstanding as of August 5, 2025 was 95,108,325 .
TABLE OF CONTENTS
| Page | |||||
Part I - Financial Information | |||||
Item 1. Unaudited Condensed Consolidated Financial Statements | |||||
Condensed Consolidated Statements of Operations | 1 | ||||
Condensed Consolidated Statements of Comprehensive Loss | 2 | ||||
Condensed Consolidated Balance Sheets | 3 | ||||
Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ (Deficit) Equity | 4 | ||||
Condensed Consolidated Statements of Cash Flows | 6 | ||||
Notes to the Unaudited Condensed Consolidated Financial Statements | 7 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 49 | ||||
Item 4. Controls and Procedures | 50 | ||||
Part II - Other Information | |||||
Item 1. Legal Proceedings | 52 | ||||
Item 1A. Risk Factors | 52 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 52 | ||||
Item 3. Defaults Upon Senior Securities | 52 | ||||
Item 4. Mine Safety Disclosures | 52 | ||||
Item 5. Other Information | 52 | ||||
Item 6. Exhibits | 54 | ||||
Signatures | 55 | ||||
i
Table of Contents
Part I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements.
Playboy, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | ||||||||||||||||||||||
| Selling and administrative expenses | ( | ( | ( | ( | ||||||||||||||||||||||
| Impairments | ( | ( | ( | ( | ||||||||||||||||||||||
| Other operating (expense) income, net | ( | ( | ||||||||||||||||||||||||
| Total operating expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Nonoperating (expense) income: | ||||||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Other income (expense), net | ( | ( | ||||||||||||||||||||||||
| Total nonoperating expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | ||||||||||||||||||||||
| Expense from income taxes | ( | ( | ( | ( | ||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Net loss attributable to Playboy, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Net loss per share, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Weighted-average shares outstanding, basic and diluted | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Table of Contents
Playboy, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Table of Contents
Playboy, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share amounts)
| June 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Receivables, net of $ | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Assets held for sale | |||||||||||
| Total current assets | |||||||||||
| Restricted cash | |||||||||||
| Property and equipment, net | |||||||||||
| Operating right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Contract assets, net of current portion | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities, Mezzanine Equity and Stockholders’ (Deficit) Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Deferred revenues, current portion | |||||||||||
| Long-term debt, current portion | |||||||||||
| Operating lease liabilities, current portion | |||||||||||
| Other current liabilities and accrued expenses | |||||||||||
| Total current liabilities | |||||||||||
| Deferred revenues, net of current portion | |||||||||||
| Long-term debt, net of current portion | |||||||||||
| Deferred tax liabilities, net | |||||||||||
| Operating lease liabilities, net of current portion | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 12) | |||||||||||
| Mezzanine equity: | |||||||||||
Series B convertible preferred stock, $ | |||||||||||
| Redeemable noncontrolling interest | ( | ( | |||||||||
| Stockholders’ deficit: | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ deficit | ( | ( | |||||||||
| Total liabilities, mezzanine equity and stockholders’ (deficit) equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Playboy, Inc.
Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ (Deficit) Equity
(Unaudited)
(in thousands, except share amounts)
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Mezzanine Equity | Stockholders’ Deficit | |||||||||||||||||||||||||||||||||||||||||||
| Series B Convertible Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
| Shares issued in connection with equity incentive plans | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense and vesting of restricted stock units | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Preferred stock accretion | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Mezzanine Equity | Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||
| Series B Convertible Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | — | $ | — | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Shares issued in connection with equity incentive plans | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense and vesting of restricted stock units | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | — | $ | — | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Playboy, Inc.
Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ (Deficit) Equity
(Unaudited)
(in thousands, except share amounts)
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Mezzanine Equity | Stockholders’ Deficit | |||||||||||||||||||||||||||||||||||||||||||
| Series B Convertible Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total | ||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
| Shares issued in connection with equity incentive plans | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense and vesting of restricted stock units | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Conversion of convertible preferred stock | ( | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Preferred stock accretion | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Mezzanine Equity | Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||
| Series B Convertible Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total | ||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | — | $ | — | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Shares issued in connection with equity incentive plans | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense and vesting of restricted stock units | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | — | $ | — | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Playboy, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Amortization of debt (premium)/discount and issuance costs | ( | ||||||||||
| Impairments | |||||||||||
| Amortization of right-of-use assets | |||||||||||
| Capitalized paid-in-kind interest | |||||||||||
| Deferred income taxes | |||||||||||
| Other, net | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables | |||||||||||
| Inventories | |||||||||||
| Contract assets | ( | ||||||||||
| Other liabilities and accrued expenses | ( | ( | |||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued agency fees and commissions | ( | ||||||||||
| Deferred revenues | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash Flows From Investing Activities | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Proceeds from sale of artwork | |||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Cash Flows From Financing Activities | |||||||||||
| Repayment of long-term debt | ( | ||||||||||
| Other | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net decrease in cash and cash equivalents and restricted cash | ( | ( | |||||||||
| Balance, beginning of year | $ | $ | |||||||||
| Balance, end of period | $ | $ | |||||||||
| Cash and cash equivalents and restricted cash consist of: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total | $ | $ | |||||||||
| Supplemental Disclosures | |||||||||||
| Cash paid for income taxes, net of refunds | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Supplemental Disclosure of Non-Cash Activities | |||||||||||
| Issuance of common stock in relation to the conversion of preferred stock | $ | $ | |||||||||
| Preferred stock accretion to redemption value | $ | $ | |||||||||
| Right-of-use assets in exchange for lease liabilities | $ | $ | |||||||||
| Dividends payable to related party | $ | $ | |||||||||
| Additions to property, plant and equipment in exchange for finance lease obligations | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Playboy, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
1. Basis of Presentation and Summary of Significant Accounting Policies
Description of Business
Playboy, Inc. (formerly known as PLBY Group, Inc. from February 10, 2021 through June 24, 2025, the “Company”, “we”, “our” or “us”), together with its subsidiaries through which it conducts business, is a global consumer lifestyle company marketing the Playboy brand through a wide range of direct-to-consumer products, Playboy magazine, licensing initiatives, digital subscriptions and content, and online and location-based entertainment, in addition to the sale of direct-to-consumer products through its Honey Birdette brand.
In the fourth quarter of 2024, our wholly-owned subsidiary, Playboy Enterprises, Inc. (“PEI”), entered into a License & Management Agreement (the “LMA”) with Byborg Enterprises SA (“Byborg”), pursuant to which Byborg agreed, that as of January 1, 2025, Byborg would operate our Playboy Plus, Playboy TV (online and linear) and Playboy Club digital businesses and license the right to use certain Playboy trademarks and other intellectual property for related businesses and certain other categories. Such digital operations were previously part of our Digital Subscriptions and Content operating and reportable segment. As a result, effective January 1, 2025, we have two reportable segments: Direct-to-Consumer and Licensing. Refer to Note 17, Segments.
Basis of Presentation
The interim condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
Principles of Consolidation
The interim condensed consolidated financial statements include our accounts and all majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.
Unaudited Interim Condensed Consolidated Financial Statements
The interim condensed consolidated balance sheet as of June 30, 2025, and the interim condensed consolidated statements of operations, comprehensive loss, cash flows, and mezzanine equity and stockholders’ (deficit) equity for the three and six months ended June 30, 2025 and 2024 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of our financial position as of June 30, 2025 and our results of operations and cash flows for the three and six months ended June 30, 2025 and 2024. The financial data and other financial information disclosed in these notes to the interim condensed consolidated financial statements related to the three and six-month periods are also unaudited. The interim condensed consolidated results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future annual or interim period. The interim condensed consolidated balance sheet as of December 31, 2024 included herein was derived from the audited financial statements as of that date. These interim condensed consolidated financial statements should be read in conjunction with our audited financial statements included in the Annual Report on Form 10-K as filed by us with the U.S. Securities and Exchange Commission (the “SEC”) on March 13, 2025.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
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We regularly assess these estimates, including, but not limited to, valuation of our trademarks and trade names; valuation of our contingent consideration liabilities; valuation of our income taxes; valuation of our only currently authorized and issued preferred stock (our “Series B Convertible Preferred Stock”); pay-per-view and video-on-demand buys, and monthly subscriptions to our television and digital content (prior to the LMA); the adequacy of reserves associated with accounts receivable and inventory; unredeemed gift cards and store credits; licensing commission accruals; and stock-based compensation expense. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to the financial position and results of operations.
Concentrations of Business and Credit Risk
The following table represents receivables from any individual customer of ours exceeding 10% of our total receivables as of June 30, 2025 and December 31, 2024:
| Customer | June 30, 2025 | December 31, 2024 | |||||||||
| Customer A | % | * | |||||||||
_________________ *Indicates receivables for the customer did not exceed 10% of our total as of December 31, 2024. | |||||||||||
The following table represents revenue from our customers exceeding 10% of our total revenue for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| Customer | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Customer B(1) | % | % | % | % | |||||||||||||||||||
_________________ (1) The agreement with this licensee was entered into in the fourth quarter of 2024 and went into effect as of January 1, 2025. Refer to Note 16, Related Party Transactions for details. | |||||||||||||||||||||||
Restricted Cash
At June 30, 2025 and December 31, 2024, restricted cash was primarily related to a cash collateralized letter of credit we maintained in connection with the lease of our Los Angeles headquarters and Honey Birdette’s term deposit in relation to its Sydney office lease.
Liquidity Assessment and Management’s Plans
The macroeconomic factors that have adversely impacted our business since the second quarter of 2022 have begun to subside in 2025, and our financial performance has improved as we become a more capital-light enterprise. Our net revenues for the three and six months ended June 30, 2025 increased by $3.3 million and $3.8 million, compared to the three and six months ended June 30, 2024, respectively, which contributed to a corresponding reduction in our operating and net losses. For the three and six months ended June 30, 2025, we reported a net operating loss of $5.9 million and $12.1 million, respectively, and negative operating cash flows of $11.5 million for the six months ended June 30, 2025. As of June 30, 2025, we had approximately $19.6 million in unrestricted cash and cash equivalents. We expect our capital expenditures and working capital requirements in 2025 to be largely consistent with 2024.
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As of June 30, 2025, we were in compliance with the covenants under our senior secured credit agreement (the “A&R Credit Agreement”), and there is no testing of our Total Net Leverage Ratio (as defined in the A&R Credit Agreement) until the quarter ending June 30, 2026. However, due to ongoing negative macroeconomic factors and their uncertain impacts on our business, results of operations and cash flows, we could experience material decreases to net sales and operating cash flows and materially higher operating losses, and we could then experience difficulty remaining in compliance with such covenants. Refer to Note 8, Debt, for further details regarding the terms of our A&R Credit Agreement and the term loans thereunder.
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Although consequences of ongoing macroeconomic uncertainty could adversely affect our liquidity and capital resources in the future, and cash requirements may fluctuate based on the timing and extent of many factors, such as those discussed above, we believe our existing sources of liquidity will be sufficient to meet our obligations as they become due under the A&R Credit Agreement and our other obligations for at least one year following the date of the filing of this Quarterly Report on Form 10-Q. We may seek additional equity or debt financing in the future to satisfy capital requirements, respond to adverse changes in our circumstances or unforeseen events, or fund growth opportunities. However, in the event that additional financing is required from third-party sources, we may not be able to raise it on acceptable terms or at all.
Advertising Costs
Gift Card Liabilities
Assets Held for Sale
We classify assets and liabilities as held for sale, collectively referred to as the disposal group, when management commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, it is unlikely that significant changes will be made to the plan, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, and the sale of the assets is expected to be completed within one year. A disposal group that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. The fair value of a disposal group less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. Assets are not depreciated or amortized while they are classified as held for sale.
Long-Lived Assets
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Comprehensive Loss
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which addresses the accounting and disclosure requirements for certain crypto assets. This ASU requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The ASU’s amendments are effective for all entities holding assets that meet certain scope criteria for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted for both interim and annual periods. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. We adopted this ASU in the first quarter of 2025. This ASU did not have a material impact on our disclosures or our condensed consolidated financial statements, as recognized losses related to the fair value remeasurement of our crypto assets during the three and six months ended June 30, 2025 were immaterial, and the fair value of our crypto assets was immaterial as of June 30, 2025 and December 31, 2024.
Accounting Pronouncements Issued but Not Yet Adopted
In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU’s amendments are effective for all entities that are subject to Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the anticipated impact of this pronouncement on our disclosures.
In November 2024, FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other depletion expenses. An entity’s share of earnings or losses from investments accounted for under the equity method is not a relevant expense caption that requires disaggregation. Such ASU’s amendments are effective for all public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. In January 2025, FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. We are currently evaluating the anticipated impact of this pronouncement on our disclosures and our condensed consolidated financial statements.
In August 2025, FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides simplified guidance on measuring credit losses for current accounts receivable and contract assets. It offers a practical expedient for all entities and an accounting policy election for non-public business entities to ease the process of estimating expected credit losses under ASC 326-20. The amendments are effective for annual periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the anticipated impact of this pronouncement on our disclosures and our condensed consolidated financial statements.
2. Fair Value Measurements
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities.
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Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.
For cash equivalents, receivables and certain other current assets and liabilities at June 30, 2025 and December 31, 2024, the amounts reported approximate fair value (Level 1) due to their short-term nature. For debt, based upon the refinancing of our senior secured debt in May 2021, its restatement in 2023 and subsequent amendments in 2023, 2024 and 2025, we believe that its carrying value at June 30, 2025 and December 31, 2024 approximates fair value, as our debt is variable-rate debt that reprices to current market rates frequently. Refer to Note 8, Debt, for additional disclosures about our debt. Our debt is classified within Level 2 of the valuation hierarchy.
Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The following table summarizes the fair value of our financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):
| June 30, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Contingent consideration liability | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Contingent consideration liability | $ | $ | $ | ( | $ | ( | |||||||||||||||||
There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented.
Contingent consideration liability relates to the contingent consideration recorded in connection with our 2021 acquisition of GlowUp Digital Inc. (“GlowUp”), which was originally acquired to build our creator platform, and represents the fair value for shares which may still be issued and cash which may be paid to the GlowUp sellers, subject to certain indemnification obligations that remained unsettled as of June 30, 2025 and December 31, 2024. The fair value of such shares is remeasured each reporting date using the Company’s stock price as of each reporting date. Fair value change as a result of contingent liabilities fair value remeasurement during the three and six months ended June 30, 2025 and 2024 was immaterial. We classified financial liabilities associated with the contingent consideration as Level 3 due to the lack of relevant observable inputs. Changes in assumptions described above could have an impact on the payout of contingent consideration.
The following table provides a roll-forward of the fair value of the liabilities categorized as Level 3 for the six months ended June 30, 2025 (in thousands):
| Contingent Consideration | |||||
| Balance at December 31, 2024 | $ | ||||
| Change in fair value | |||||
| Balance at June 30, 2025 | $ | ||||
The increase in the fair value of the contingent consideration for the six months ended June 30, 2025 was primarily due to the increase in the price per share of our common stock.
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Fair value of our digital assets held, comprised of the cryptocurrency “Ethereum”, is based on Level 1 inputs. Recognized losses related to the fair value remeasurement of our digital assets during the three and six months ended June 30, 2025 were immaterial, and the fair value of our digital assets was immaterial as of June 30, 2025 and December 31, 2024. Periods prior to June 30, 2025 include digital assets at cost, net of impairment losses incurred since their acquisition, which were immaterial for the three and six months ended June 30, 2024.
Assets Held for Sale
We began the sale of artwork assets in the fourth quarter of 2023, but they were not fully disposed of as of June 30, 2025 and December 31, 2024, and as such continued to be classified as current assets held for sale in our condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.
The assumptions used in measuring fair value of our artwork held for sale are considered Level 2 inputs, which include market prices obtained from recent auctions of similar works of art, or management’s judgment as to their salable value. There were no 0.3 million and $2.4 million of impairment charges related to our artwork held for sale during the six months ended June 30, 2025 and 2024, respectively.
Assets Measured and Recorded at Fair Value on a Nonrecurring Basis
In addition to liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis. Generally, our non-financial instruments, which primarily consist of goodwill, intangible assets, right-of-use assets, and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis, whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial instruments are assessed for impairment and, if applicable, written-down to and recorded at fair value, considering market participant assumptions.
During the three months ended June 30, 2025, we recorded impairment charges of $1.5 million on our right-of-use assets related to our corporate leases and wrote off certain of our property, plant and equipment items in the amount of $0.4 million as a result of our decision to sublease certain of our corporate office space.
Series B Convertible Preferred Stock
The fair value of our only currently authorized and issued preferred stock, our Series B Convertible Preferred Stock, initially measured as of November 13, 2024 (the initial issuance date), was estimated using a binomial lattice model in a risk-neutral framework (a special case of the income approach). Considering the conversion feature was out-of-the-money as of the issuance date and the Series B Convertible Preferred Stock is redeemable by us without penalty, we valued the Series B Convertible Preferred Stock as a non-convertible callable note. Specifically, our future yield is modeled using the Black-Derman-Toy interest rate model in a risk-neutral framework. For each modeled future yield, the value of the Series B Convertible Preferred Stock was calculated incorporating any optimal early prepayment/redemption. The value of the Series B Convertible Preferred Stock was then calculated as the probability-weighted present value over all future modeled payoffs.
Our Series B Convertible Preferred Stock was classified as mezzanine equity in our condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024. No subsequent fair value remeasurement is required. We classified our Series B Convertible Preferred Stock as Level 3 due to the lack of relevant observable inputs. Refer to Note 10, Convertible Preferred Stock, for further information on our Series B Convertible Preferred Stock.
3. Revenue Recognition
Contract Balances
Our contract assets relate to our trademark licensing revenue stream, which arrangements are typically long-term and non-cancelable. Contract assets are reclassified to accounts receivable when the right to bill becomes unconditional. Our contract liabilities consist of billings or payments received in advance of revenue recognition and are recognized as revenue when transfer of control to customers has occurred. Contract assets and contract liabilities are netted on a contract-by-contract basis. Contract liabilities are classified as deferred revenue in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.
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The following table summarizes our contract assets and certain contract liabilities (in thousands):
| June 30, 2025 | December 31, 2024 | December 31, 2023 | |||||||||||||||
| Accounts receivable | $ | $ | $ | ||||||||||||||
| Contract Balances: | |||||||||||||||||
| Contract assets, current portion | $ | $ | $ | ||||||||||||||
| Contract assets, net of current portion | |||||||||||||||||
| Contract liabilities, current portion | ( | ( | ( | ||||||||||||||
| Contract liabilities, net of current portion | ( | ( | ( | ||||||||||||||
| Contract assets (liabilities), net | $ | $ | ( | $ | ( | ||||||||||||
The following tables provide a roll-forward of our netted contract assets and contract liabilities (in thousands):
Contract (Liabilities) Assets, Net | |||||
| Balance at December 31, 2024 | $ | ( | |||
| Revenues recognized that were included in gross contract liabilities at December 31, 2024 | |||||
Contract assets reclassified to accounts receivable in the six months ended June 30, 2025 | ( | ||||
| Cash received in advance since prior year and remained in net contract liabilities at period-end | ( | ||||
| Contract terminations in 2025 | |||||
| Balance at June 30, 2025 | $ | ||||
| Contract Liabilities, Net | |||||
| Balance at December 31, 2023 | $ | ( | |||
Revenues recognized that were included in gross contract liabilities at December 31, 2023 | |||||
Contract assets reclassified to accounts receivable in the six months ended June 30, 2024 | ( | ||||
| Cash received in advance since prior year and remained in net contract liabilities at period-end | ( | ||||
| Balance at June 30, 2024 | $ | ( | |||
Future Performance Obligations
As of June 30, 2025, unrecognized revenue attributable to unsatisfied and partially unsatisfied performance obligations under our long-term contracts was $360.8 million, of which $357.0 million related to trademark licensing, including minimum guaranteed royalties from licensed digital operations per the LMA, $3.3 million pertained to December 31, 2024 deferred revenue balances from our legacy digital subscriptions and products operations and $0.5 million related to direct-to-consumer products.
Unrecognized revenue of the trademark licensing revenue stream is expected to be recognized over the next 15 years, of which 46 % is expected to be recognized in the first five years . Such unrecognized revenue does not include variable consideration determined based on the customer’s subsequent sale or usage. Unrecognized revenue of our prior digital subscriptions and products operations, which pertains to related deferred revenue balances as of December 31, 2024, will be recognized over the next five years , of which 51 % is expected to be recognized in the first year. Effective January 1, 2025, revenues from the licensed digital operations are remitted to Byborg per the terms of the LMA.
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Disaggregation of Revenue
The following table disaggregates revenue by type (in thousands):
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Direct-to-Consumer | Licensing | Corporate | All Other | Total | Direct-to-Consumer | Licensing | Corporate | All Other | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer products | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Trademark licensing | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Digital subscriptions and products | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Events and sponsorships | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Direct-to-Consumer | Licensing | Corporate | All Other | Total | Direct-to-Consumer | Licensing | Corporate | All Other | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer products | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Trademark licensing | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Digital subscriptions and products | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| TV and cable programming | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
The following table disaggregates revenue by point in time versus over time (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Point in time | $ | $ | $ | $ | |||||||||||||||||||
| Over time | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
4. Inventories, Net
The following table sets forth inventories, net, which are stated at the lower of cost (specific cost and first-in, first-out) and net realizable value (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Editorial and other pre-publication costs | $ | $ | |||||||||
| Merchandise finished goods | |||||||||||
| Total | $ | $ | |||||||||
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5. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Contract assets, current portion | $ | $ | |||||||||
| Prepaid inventory and production costs | |||||||||||
| Prepaid insurance | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
6. Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
Software (1) | $ | $ | |||||||||
| Leasehold improvements | |||||||||||
| Equipment | |||||||||||
Furniture and fixtures (2) | |||||||||||
| Construction in progress | |||||||||||
| Total property and equipment, gross | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Total | $ | $ | |||||||||
_________________ (1) The net book value of our software was $ | |||||||||||
(2) The decrease in furniture and fixtures is due to the write-off of certain of our property, plant and equipment items as a result of our decision to sublease certain of our corporate office space, which resulted in a $ | |||||||||||
7. Other Current Liabilities and Accrued Expenses
Other current liabilities and accrued expenses consisted of the following (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Taxes | $ | $ | |||||||||
| Accrued interest | |||||||||||
| Accrued salaries, wages and employee benefits | |||||||||||
| Accrued agency fees and commissions | |||||||||||
| Payable to Byborg, net | |||||||||||
| Accrued creator fees | |||||||||||
| Inventory in transit | |||||||||||
| Outstanding gift cards and store credits | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
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8. Debt
The following table sets forth our debt (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Term loan, due 2027 | $ | $ | |||||||||
| Plus: capitalized payment-in-kind interest | |||||||||||
| Total debt | |||||||||||
| Plus: unamortized debt premium, net | |||||||||||
| Less: unamortized debt issuance costs | ( | ( | |||||||||
| Total debt, net of unamortized debt issuance costs and debt premium, net | |||||||||||
| Less: current portion of long-term debt | ( | ( | |||||||||
| Total debt, net of current portion | $ | $ | |||||||||
Term Loan
Refer to Note 10, Debt, within the notes to our audited consolidated financial statements set forth in our Annual Report on Form 10-K, filed with the SEC on March 13, 2025, for details regarding our A&R Credit Agreement for periods prior to the second quarter of 2024.
On November 11, 2024, we entered into Amendment No. 3 to the A&R Credit Agreement (the “A&R Third Amendment”).
The A&R Third Amendment provides for, among other things:
•reducing the outstanding aggregate term loan amounts under the facility from approximately $218.4 million to approximately $153.1 million in exchange for $28.0 million of Series B Convertible Preferred Stock, to be issued pursuant to an Exchange Agreement, dated November 11, 2024 (the “Exchange Agreement”), between the Company and the lenders party to the A&R Third Amendment;
•resetting the interest rate margin for both tranche A term loans under the A&R Credit Agreement (“Tranche A”) and tranche B term loans under the A&R Credit Agreement (“Tranche B”, and together with Tranche A, the “A&R Term Loans”) to the same applicable U.S Federal Reserve Secured Overnight Financing Rate, plus a 0.10 % credit spread adjustment, plus 6.25 % (with corresponding changes necessary so that all but 1.00 % of the interest rate margin can be paid in-kind); and
•applying amortization of 1 % per year to all loans, which is to be paid quarterly starting in the fourth quarter of 2025.
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The other terms of the A&R Credit Agreement prior to the A&R Third Amendment remained substantially unchanged, and the new terms went into effect upon the closing of the Exchange Agreement and the issuance of the Series B Convertible Preferred Stock, which occurred on November 13, 2024. The Series B Convertible Preferred Stock was established pursuant to the filing of a Certificate of Designation with the state of Delaware, which certificate set forth the terms of the Series B Convertible Preferred Stock. Upon the filing of such certificate, we issued to the Lenders an aggregate of 28,000.00001 shares of Series B Convertible Preferred Stock with a stated value of $28.0 million. The Series B Convertible Preferred Stock includes a 12 % annual dividend rate, which will commence accruing six months after the issuance date, which will be payable in cash or in-kind, solely at our discretion. We have the right to redeem for cash (at any time) or convert the Series B Convertible Preferred Stock at any time, provided that the five -day volume-weighted average price of our common stock is $1.50 or above, with a conversion price floor of $1.50 and a cap of $4.50 . Refer to Note 13, Preferred Stock, within the notes to our audited consolidated financial statements set forth in our Annual Report on Form 10-K, filed with the SEC on March 13, 2025, for further details in regards to the Series B Convertible Preferred Stock.
On March 12, 2025, we entered into Amendment No. 4 to the A&R Credit Agreement (the “A&R Fourth Amendment”). The A&R Fourth Amendment sets the total net leverage ratio levels applicable under the A&R Credit Agreement, once net leverage testing is resumed as of the quarter ending June 30, 2026. For the quarter ending June 30, 2026, the total net leverage ratio will be initially set at 9.00 :1.00, reducing over time until the ratio reaches 7.75 :1.00 for the quarter ending June 30, 2027 and any subsequent quarter. In the event we prepay at least $15 million of the principal debt under the A&R Credit Agreement, the total net leverage ratio levels are reduced such that they would be initially set at 7.75 :1.00 for the quarter ending June 30, 2026, and would reduce over time until the ratio reaches 6.50 :1.00 for the quarter ending June 30, 2027 and any subsequent quarter. The other terms of the A&R Credit Agreement prior to the A&R Fourth Amendment remain substantially unchanged.
The stated interest rate of each of Tranche A and Tranche B of the A&R Term Loans as of June 30, 2025 was 10.69 11.01 0.77 % and 4.64 %, respectively. The effective interest rate of Tranche A and Tranche B of the A&R Term Loans as of December 31, 2024 was 1.05 % and 4.93 %, respectively.
We were in compliance with applicable financial covenants under the terms of the A&R Credit Agreement and its amendments as of June 30, 2025 and December 31, 2024.
The following table sets forth maturities of the principal amount of our A&R Term Loans as of June 30, 2025 (in thousands):
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| Total | $ | ||||
9. Stockholders’ Equity
Common Stock
On June 16, 2025, the stockholders of the Company authorized an increase in the number of authorized shares of common stock of the Company from 150,000,000 to 400,000,000 . The increase in authorized shares of common stock of the Company did not impact its number of issued or outstanding shares of common stock. Common stock of the Company reserved for future issuance consisted of the following as of the dates indicated:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Shares available for grant under equity incentive plans | |||||||||||
| Options issued and outstanding under equity incentive plans | |||||||||||
| Unvested restricted stock units | |||||||||||
| Vested equity awards not yet settled | |||||||||||
| Unvested performance-based restricted stock units | |||||||||||
| Maximum number of shares issuable to GlowUp sellers pursuant to acquisition indemnity holdback | |||||||||||
| Total common stock reserved for future issuance | |||||||||||
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10. Convertible Preferred Stock
The Company has authorized 5,000,000 shares of preferred stock, with a par value of $0.0001 per share. Of the 5,000,000 authorized preferred shares, 28,001 shares are designated as “Series B Convertible Preferred Stock”.
On November 13, 2024, pursuant to the Exchange Agreement, we issued an aggregate of 28,000.00001 shares of the Series B Convertible Preferred Stock, as consideration in exchange for approximately $6.4 million of Tranche A loans and approximately $58.9 million of Tranche B loans under that certain A&R Credit Agreement. For a more detailed summary of the terms of the Series B Convertible Preferred Stock, refer to Note 13, Preferred Stock, within the notes to our audited consolidated financial statements set forth in our Annual Report on Form 10-K filed with the SEC on March 13, 2025.
On January 29, 2025, we completed the conversion of 7,000 shares of the 28,000.00001 outstanding shares of Series B Convertible Preferred Stock into 3,784,688 shares of the Company’s common stock, at a conversion price of $1.84956 per share (the “Conversion”), in accordance with the terms of the Series B Convertible Preferred Stock. As a result of the Conversion, we reduced the number of shares of Series B Convertible Preferred Stock outstanding to 21,000.00001 shares. Holders of the Series B Convertible Preferred Stock had their shares converted to common stock on a pro rata basis.
The Conversion resulted in a $7.0 0.8 million and $2.3 million of accretion to the Series B Convertible Preferred Stock’s redemption value during the three and six months ended June 30, 2025, respectively, resulting in a $19.1 million mezzanine equity balance in the condensed consolidated balance sheet as of June 30, 2025.
11. Stock-Based Compensation
As of June 30, 2025, 14,331,506 shares of common stock had been authorized for issuance under our 2021 Equity and Incentive Compensation Plan and 6,287,687 shares of common stock were originally reserved for issuance under our 2018 Equity Incentive Plan.
Stock Option Activity
A summary of the stock option activity under our equity incentive plans is as follows:
| Number of Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Balance – December 31, 2024 | $ | $ | |||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | — | — | |||||||||||||||||||||
| Forfeited, expired and cancelled | — | — | |||||||||||||||||||||
| Balance – June 30, 2025 | $ | $ | |||||||||||||||||||||
| Exercisable – June 30, 2025 | $ | $ | |||||||||||||||||||||
| Vested and expected to vest as of June 30, 2025 | $ | $ | |||||||||||||||||||||
There were no
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Restricted Stock Unit Activity
A summary of restricted stock unit (“RSU”) activity under our equity incentive plans is as follows:
| Number of Awards | Weighted- Average Grant Date Fair Value per Share | ||||||||||
| Unvested and outstanding balance at December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested and outstanding balance at June 30, 2025 | $ | ||||||||||
The total fair value of RSUs that vested during the three months ended June 30, 2025 and 2024 was approximately $4.4 million and $1.1 million, respectively. The total fair value of RSUs that vested during the six months ended June 30, 2025 and 2024 was approximately $4.8 million and $1.4 million, respectively. We had 2,276,061 and 879,000 outstanding and fully vested RSUs that remained unsettled at June 30, 2025 and 2024, respectively, all of which are expected to be settled in 2025 and were settled in 2024, respectively. As such, they were excluded from outstanding shares of common stock but were included in weighted-average shares outstanding for the calculation of net loss per share for the three and six months ended June 30, 2025 and 2024.
Performance Stock Unit Activity
A summary of performance-based restricted stock unit (“PSU”) activity under our equity incentive plans is as follows:
| Number of Awards | Weighted- Average Grant Date Fair Value per Share | ||||||||||
| Unvested and outstanding balance at December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested and outstanding balance at June 30, 2025 | $ | ||||||||||
The total fair value of PSUs that vested during the three and six months ended June 30, 2025 was approximately $0.3 0.2 169,021 outstanding and fully vested PSUs that remained unsettled at June 30, 2025, all of which are expected to be settled in 2025. We had 317,828 outstanding and fully vested PSUs that remained unsettled at June 30, 2024, all of which were settled in 2024. As such, they are excluded from outstanding shares of common stock but are included in weighted-average shares outstanding for the calculation of net loss per share for the three and six months ended June 30, 2025 and 2024.
Stock-Based Compensation Expense
Stock-based compensation expense under our equity incentive plans was as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
Selling and administrative expenses | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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12. Commitments and Contingencies
Leases
Lease cost associated with operating leases for the three and six months ended June 30, 2025 is included in the table below. Finance leases as of June 30, 2025, and their related cost for the three and six months ended June 30, 2025, were immaterial. There were no finances leases for the three and six months ended June 30, 2024.
As of June 30, 2025 and December 31, 2024, the weighted-average remaining term of our operating leases was 4.2 years and 4.5 years, respectively, and the weighted-average discount rate used to estimate the net present value of the operating lease liabilities was 7.3 % and 7.2 %, respectively. Cash payments for amounts included in the measurement of operating lease liabilities were $2.1 million and $2.1 million for the three months ended June 30, 2025 and 2024, respectively, and $4.1 million and $4.5 million for the six months ended June 30, 2025 and 2024, respectively. Right-of-use assets obtained in exchange for new operating lease liabilities were $0.6 million during the three months ended June 30, 2025. There were no right-of-use assets obtained in exchange for new operating lease liabilities during the three months ended June 30, 2024. Right-of-use assets obtained in exchange for new operating lease liabilities were $0.6
Net lease cost recognized in our condensed consolidated statements of operations is summarized in the table below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Short-term lease cost | |||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Maturities of our operating lease liabilities as of June 30, 2025 were as follows (in thousands):
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total undiscounted lease payments | |||||
| Less: imputed interest | ( | ||||
| Total operating lease liabilities | $ | ||||
| Operating lease liabilities, current portion | $ | ||||
| Operating lease liabilities, noncurrent portion | $ | ||||
Legal Contingencies
From time to time, we may have certain contingent liabilities that arise in the ordinary course of our business activities. We accrue a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount.
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AVS Case
In March 2020, our subsidiary Playboy Enterprises International, Inc. (together with its subsidiaries, “PEII”) terminated its license agreement with a licensee, AVS Products, LLC (“AVS”), for AVS’s failure to make required payments to PEII under the agreement, following notice of breach and an opportunity to cure. On February 6, 2021, PEII received a letter from counsel to AVS alleging that the termination of the contract was improper, and that PEII failed to meet its contractual obligations, preventing AVS from fulfilling its obligations under the license agreement.
On February 25, 2021, PEII brought suit against AVS in Los Angeles Superior Court to prevent further unauthorized sales of Playboy-branded products and for disgorgement of unlawfully obtained funds. On March 1, 2021, PEII also brought a claim in arbitration against AVS for outstanding and unpaid license fees. PEII and AVS subsequently agreed that the claims PEII brought in arbitration would be alleged in the Los Angeles Superior Court case instead, and on April 23, 2021, the parties entered into and filed a stipulation to that effect with the court. On May 18, 2021, AVS filed a demurrer, asking for the court to remove an individual defendant and dismiss PEII’s request for a permanent injunction. On June 10, 2021, the court denied AVS’s demurrer. AVS filed an opposition to PEII’s motion for a preliminary injunction to enjoin AVS from continuing to sell or market Playboy-branded products on July 2, 2021, which the court denied on July 28, 2021.
On August 10, 2021, AVS filed a cross-complaint for breach of contract, breach of the implied covenant of good faith and fair dealing, quantum meruit and declaratory relief. As in its February 2021 letter, AVS alleges its license was wrongfully terminated and that PEII failed to approve AVS’ marketing efforts in a manner that was either timely or that was commensurate with industry practice. AVS is seeking to be excused from having to perform its obligations as a licensee, payment of the value for services rendered by AVS to PEII outside of the license, and damages to be proven at trial. The court heard PEII’s motion for summary judgment on June 6, 2023, and dismissed six out of 10 of AVS’ causes of action. AVS’ contract-related claims remain to be determined at trial, which is set for September 29, 2025. In addition, PEII filed a new, related complaint against Sunrise Brands based on their participation in AVS’s misconduct, as well as their own direct misconduct. Sunrise Brands has submitted an answer to that complaint. The parties in the AVS and Sunrise Brand cases are currently engaged in discovery, and both cases have been related together by the court and will be tried together, for both pretrial and trial purposes. We believe AVS’ remaining claims and allegations are without merit, and we will defend this matter vigorously.
New Handong Arbitration
On February 8, 2024, PEII and certain of its subsidiaries initiated arbitration in the Hong Kong International Arbitration Centre (the “Arbitration”) against PEII’s terminated China licensee, New Handong Investment (Guangdong) Co., Ltd. (“New Handong”). In October 2023, PEII’s subsidiary terminated its license agreement with New Handong due to ongoing, uncured material breaches by New Handong. PEII and certain of its subsidiaries are seeking damages, including the payment of outstanding guaranteed minimum royalties, the payment of all guaranteed minimum royalties for the remainder of the term of the agreement, and other contractual damages for a variety of breaches. Such breaches include unauthorized sales of products, underpayment of earned royalties, failure to use approved trademarks and affix official holograms to all products, and the use of unapproved sublicensees. PEII and certain of its subsidiaries are also seeking a declaration that the termination of the agreement was lawful and valid and the issuance of a legal order to require New Handong to refrain from any further manufacture, sale, distribution or other use of any Playboy intellectual property or products. While PEII believes it has strong claims against New Handong, and that the facts of the matter support those claims, even in the event PEII were to obtain all the relief it seeks from the Arbitration, PEII can provide no assurance or guarantee that it will be able to enforce the results of the Arbitration against New Handong or recover all monetary awards from New Handong.
Former Model Case
On July 5, 2024, a former Playboy model filed a complaint against the Company, certain of the Company’s affiliates and A&E Television Networks LLC (“A&E”, and collectively, with the Company and its affiliates, the “Defendants”) in California Superior Court for claims arising from A&E’s “Secrets of Playboy” show (the “A&E Show”) which showed certain Playboy videos that depicted the former model. The complaint alleged, among other things, invasion of privacy, appropriation, distribution of private explicit video, negligence and unfair competition by the Defendants to the detriment of the former model. The lawsuit sought at least $2.0 million in damages from the Defendants. As neither the Company nor its affiliates participated in any way in the creation, production, distribution or airing of the A&E Show, nor did the Company or its affiliates license or otherwise authorize use of the videos in the A&E Show, this case was dismissed as to the Company and its affiliates, with prejudice, on April 1, 2025.
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13. Severance Costs
We incurred severance and related employee benefits costs during 2025 and 2024 due to the reduction of headcount, as we continue to shift our business to a more capital-light model. Severance costs recorded in “All Other” in the table below for the three and six months ended June 30, 2025 were primarily related to the transition of our digital subscriptions and content operations into a licensing model pursuant to the LMA, which we expect to complete in 2026. Severance costs recorded in “Corporate” for the three and six months ended June 30, 2025 were primarily related to brand marketing activities. Refer to Note 17, Segments, for further details. Severance costs are recorded in selling and administrative expenses in our condensed consolidated statements of operations, and in accrued salaries, wages, and employee benefits in our condensed consolidated balance sheets.
Severance costs in our condensed consolidated statements of operations were as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Direct-to-Consumer | $ | $ | $ | $ | |||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| All other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The following is a reconciliation of the beginning and ending severance costs balances recorded in accrued salaries, wages, and employee benefits in our condensed consolidated balance sheets (in thousands):
| Employee Separation Costs | |||||
| Balance at December 31, 2024 | $ | ||||
| Costs incurred and charged to expense | |||||
| Costs paid or otherwise settled | ( | ||||
| Balance at June 30, 2025 | $ | ||||
14. Income Taxes
The effective tax rate for the three months ended June 30, 2025 and 2024 was (13.1 )% and (3.8 )%, respectively. The effective tax rate for the six months ended June 30, 2025 and 2024 was (13.5 )% and (5.3 )%, respectively. The effective tax rate for the three and six months ended June 30, 2025 differed from the U.S. statutory federal income tax rate of 21% primarily due to foreign withholding taxes and the release of valuation allowance due to a reduction in net deferred tax liabilities of indefinite lived intangibles. The effective tax rate for the three and six months ended June 30, 2024 differed from the U.S. statutory federal income tax rate of 21% primarily due to impairment charges on artwork held for sale, foreign withholding taxes and the release of valuation allowance due to a reduction in net deferred tax liabilities of indefinite lived intangibles.
The One Big Beautiful Bill Act of 2025, or the 2025 Tax Act, enacted on July 4, 2025, makes changes to U.S. corporate income taxes, including reinstating the option to claim the full amount of accelerated depreciation deductions on qualified property, with retroactive application beginning January 20, 2025, immediate expensing of domestic research and development costs, with retroactive application beginning January 1, 2025, and the calculation of the limitation for business interest using earnings before interest, taxes, depreciation and amortization, with retroactive application beginning January 1, 2025. We are currently in the process of evaluating the impact of adoption of such tax law changes to our consolidated financial position and results of operations for the year ending December 31, 2025.
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15. Net Loss Per Share
The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Options issued and outstanding under equity incentive plans | |||||||||||||||||||||||
| Unvested restricted stock units | |||||||||||||||||||||||
| Unvested performance-based restricted stock units | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
16. Related Party Transactions
On November 5, 2024, The Million S.a.r.l (a subsidiary of Byborg) completed the purchase of 14,900,000 shares of our common stock and became a significant stockholder of the Company as of such date. Thus, both The Million S.a.r.l and Byborg, as well as their subsidiaries, are considered related parties of the Company.
On December 14, 2024, we entered into a Securities Purchase Agreement with The Million S.a.r.l, pursuant to which we agreed to sell to such purchaser 16,956,842 shares of our common stock, par value $0.0001 per share, at a price of $1.50 per share, which agreement was entered into subject to the approval of our stockholders. At our 2025 annual meeting of stockholders held on June 16, 2025, our stockholders rejected the transaction, preventing it from being completed.
In addition, on December 14, 2024, we entered into the LMA with Byborg, pursuant to which Byborg agreed to license the operation of our Playboy Plus, Playboy TV (digital and linear) and Playboy Club businesses and to license the right to use certain Playboy trademarks and other intellectual property for related businesses and certain other categories. The LMA has an initial term of 15 years, with the operations and license rights pursuant to the LMA having commenced as of January 1, 2025. Pursuant to the LMA, we will receive minimum guaranteed royalties of $20 million per year of the term, to be paid in installments during each year. In addition, Byborg will prepay the minimum guaranteed amount for the second half of year 15 of the initial term of the LMA. Playboy is also entitled to receive excess royalties from the operations licensed and operated by Byborg, on the terms and conditions set forth in the LMA. During the three and six months ended June 30, 2025, the Company recognized $5.0 million and $10.0 million of minimum guaranteed royalties as licensing revenue pursuant to the LMA, respectively.
There is a transition period under which we will continue to operate the licensed Playboy Plus, Playboy TV (online and linear) and Playboy Club according to the terms of the TSA while Byborg works to take full operational control. The first $5.0 million of operating expenses incurred in relation to such licensed businesses is our responsibility to bear. Any operating expenses paid by us with respect to such licensed businesses above the $5.0 million threshold will be reimbursed to us by Byborg. Byborg is entitled to cash collected by us while operating the licensed businesses during the transition period and we are obligated to remit the funds to Byborg quarterly. The cash will be remitted on a net basis to Byborg, such that any operating expenses incurred beyond the $5.0 million expense threshold will be deducted from amounts we have collected for Byborg. In the second quarter of 2025, the $5.0 million of operating expenses of the digital businesses which we were responsible for under the LMA had been incurred and paid by us. The operating expenses related to the licensed digital businesses totaled $3.0 million and $6.8 million during the three and six months ended June 30, 2025, respectively, out of which $1.2 million and $5.0 million were recorded in our condensed consolidated statements of operations for the three and six months ended June 30, 2025, respectively. During the six months ended June 30, 2025, operating expenses of $1.8 million in excess of the $5.0 million threshold were recorded as a reduction to the Payable to Byborg, net balance as of June 30, 2025. As of June 30, 2025, the remittances payable to Byborg totaled $2.6 million, the majority of which will be paid to Byborg in the third quarter of 2025.
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17. Segments
As of January 1, 2025, our digital subscriptions and content operations transitioned into a licensing model in conjunction with the LMA. As a result, our previously reported Digital Subscriptions and Content operating and reportable segment was eliminated as of January 1, 2025. As of June 30, 2025, we had two reportable segments: Direct-to-Consumer and Licensing. The Direct-to-Consumer segment derives revenue from sales of consumer products sold directly to customers online or at brick-and-mortar stores through our lingerie business, Honey Birdette, with 51 stores in three countries as of June 30, 2025. The Licensing segment derives revenue from trademark licenses for third-party consumer products and location-based entertainment businesses, and starting January 1, 2025, minimum guaranteed royalties from licensing certain intellectual property and operation of our Playboy Plus, Playboy TV (online and linear) and Playboy Club digital businesses to Byborg pursuant to the LMA.
The prior year comparative period has been recast to include previously reported digital subscriptions and content operations in “All Other”. The “All Other” column in the prior year comparative period table below derived revenue from the subscription of Playboy programming that was distributed through various channels, including websites and domestic and international television, as well as sales of creator content offerings and memberships to consumers through the Playboy Club on playboy.com. The “All Other” column for the three and six months ended June 30, 2025 includes amortization of deferred revenue balances related to the previously reported digital subscriptions and content operations that existed as of December 31, 2024 (prior to the LMA effective date of January 1, 2025), the write-off of certain previously capitalized content expenses and transition expenses incurred pursuant to the TSA.
Revenues and expenses associated with Playboy magazine, events and sponsorships, which were previously included in the Digital Subscriptions and Content segment, were not allocated to segments for the three and six months ended June 30, 2025 due to the realignment of the presentation of such revenues and expenses in the financial information our Chief Operating Decision Maker (“CODM”) reviews. Such revenues and expenses were instead presented in our corporate revenue and expense allocations as activities associated with brand marketing and awareness. Our prior year comparative period segment reporting recast such revenues and expenses to conform to our current period segment presentation for comparative purposes. In the first and second quarters of 2024, there were no business activities related to Playboy magazine, events and sponsorships.
Our Chief Executive Officer is our CODM. Segment information is presented in the same manner that our CODM reviews the operating results in assessing performance and allocating resources. Consolidated operating (loss) income is the measure of segment operating (loss) profit most consistent with GAAP that is regularly reviewed by our CODM. Total asset information is not included in the tables below as it is not provided to and reviewed by our CODM. The “All Other” columns in the tables below primarily include previously reported digital subscriptions and content operations as described above. These operations are no longer reviewed by our CODM due to their transition into a licensing model pursuant to the LMA. The “Corporate” line item in the tables below includes operating revenues associated with Playboy magazine, events and sponsorships and expenses that are not allocated to the reportable segments presented to our CODM. These expenses include legal, human resources, information technology and facilities, accounting/finance and brand marketing costs. Expenses associated with Playboy magazine, events and sponsorships are included in brand marketing costs. The accounting policies of the reportable segments are the same as those described in Note 1, Basis of Presentation and Summary of Significant Accounting Policies.
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The following table sets forth financial information by reportable segment and attributable to corporate and certain other activities (in thousands):
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Direct-to-Consumer | Licensing | Corporate | All Other (2) | Total | Direct-to-Consumer | Licensing | Corporate | All Other | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
Cost of sales (1) | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Personnel | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Rent | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Marketing | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Other segment items (3) | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Operating (loss) income | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other nonoperating income (expense), net | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
_________________ (1) Direct-to-consumer cost of sales includes an immaterial amount of personnel and rent for the three months ended June 30, 2025 and 2024. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) For the three months ended June 30, 2025, transition expenses associated with the digital businesses licensed to Byborg, which we are responsible for during the transition period pursuant to the TSA, were $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(3) Includes intercompany expense allocations from our corporate segment to our direct-to-consumer segment that eliminate upon consolidation of $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Direct-to-Consumer | Licensing | Corporate | All Other (2) | Total | Direct-to-Consumer | Licensing | Corporate | All Other | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
Cost of sales (1) | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Personnel | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Rent | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Marketing | ( | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Other segment items (3) | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Operating (loss) income | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other nonoperating income, net | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
_________________ (1) Direct-to-consumer cost of sales includes an immaterial amount of personnel and rent for the six months ended June 30, 2025 and 2024. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) For the six months ended June 30, 2025, transition expenses associated with the digital businesses licensed to Byborg, which we are responsible for during the transition period pursuant to the TSA, reached the $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(3) Includes intercompany expense allocations from our corporate segment to our direct-to-consumer segment that eliminate upon consolidation of $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Other segment items for the three and six months ended June 30, 2025 and 2024 were primarily comprised of the following:
Direct-to-Consumer: outside consulting and legal fees, as well as technology and equipment expenses.
Licensing: expenses attributable to our China joint venture, outside consulting expenses and legal fees.
Corporate: outside consulting expenses, rent expense, insurance expense, audit and tax fees, as well as non-cash impairment charges of $1.5 million and $0.6 million on our right-of-use assets related to our corporate leases during the three months ended June 30, 2025 and 2024, respectively, and $1.8 million and $3.0 million on our artwork held for sale and our right-of-use assets related to our corporate leases during the six months ended June 30, 2025 and 2024, respectively.
Corporate expenses for the three and six months ended June 30, 2025 also include brand marketing costs, such as expenses associated with the relaunch of Playboy magazine, events and sponsorships, which were immaterial during the three months ended June 30, 2025, and $0.5 million during the six months ended June 30, 2025. There were no
All Other: outside consulting expenses, as well as technology and equipment expense.
Geographic Information
Revenue by geography is based on where the customer is located. The following table sets forth revenue by geographic area (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Australia | |||||||||||||||||||||||
| Luxembourg | |||||||||||||||||||||||
| China | |||||||||||||||||||||||
| UK | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Changes in the recorded carrying value of goodwill for the six months ended June 30, 2025 by reportable segment were as follows (in thousands):
| Direct-to-Consumer | Licensing | All Other (1) | |||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ||||||||||||||
| Reclassification to reflect segment restructuring | ( | ||||||||||||||||
| Foreign currency translation and other adjustments | |||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ||||||||||||||
_________________
(1) Previously reported under the Digital Subscriptions and Content operating and reportable segment in our most recent Annual Report on Form 10-K filed with the SEC on March 13, 2025.
18. Subsequent Events
On August 11, 2025, PEI entered into a triple net lease (the “Lease”) with RK Rivani LLC, a Florida limited liability company (the “Landlord”), pursuant to which, among other matters and on the terms and subject to the conditions set forth in the Lease, PEI will lease from the Landlord approximately 20,169 square feet of office space in Miami Beach, Florida, for the Company and its subsidiaries, for a term of 11 years, which will formally begin in approximately one year, following renovations of the office space.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited interim condensed consolidated financial statements as of and for the three and six months ended June 30, 2025 and 2024 and the related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023 and the related notes thereto included in our Annual Report on Form 10-K filed with the SEC on March 13, 2025. This discussion contains forward-looking statements that involve risks and uncertainties and that are not historical facts, including statements about our beliefs and expectations. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and particularly under the headings “Risk Factors”, “Business” and “Cautionary Note Regarding Forward-Looking Statements” contained in our Annual Report on Form 10-K filed with the SEC on March 13, 2025. As used herein, “we”, “us”, “our”, and the “Company” refer to Playboy, Inc. and its subsidiaries.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains statements that are forward-looking and as such are not historical facts. These statements are based on the expectations and beliefs of the management of the Company in light of historical results and trends, current conditions and potential future developments, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those anticipated in these forward-looking statements. These forward-looking statements include all statements other than historical fact, including, without limitation, statements regarding the financial position, capital structure, dividends, indebtedness, business strategy and plans and objectives of management for future operations of the Company. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “strive”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans, we are making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, our management.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting us will be those that we anticipated. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Factors that may cause such differences include, but are not limited to: (1) the inability to maintain the listing of the Company’s shares of common stock on Nasdaq; (2) the risk that the Company’s completed or proposed transactions disrupt the Company’s current plans and/or operations, including the risk that the Company does not complete any such proposed transactions or achieve the expected benefits from any transactions; (3) the ability to recognize the anticipated benefits of corporate transactions, commercial collaborations, commercialization of digital assets, cost reduction initiatives and proposed transactions, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, and the Company’s ability to retain its key employees; (4) costs related to being a public company, corporate transactions, commercial collaborations and proposed transactions; (5) changes in applicable laws or regulations; (6) the possibility that the Company may be adversely affected by global hostilities, supply chain delays, inflation, interest rates, tariffs, foreign currency exchange rates or other economic, business, and/or competitive factors; (7) risks relating to the uncertainty of the projected financial information of the Company, including changes in the Company’s estimates of cash flows and the fair value of certain of its intangible assets, including goodwill; (8) risks related to the organic and inorganic growth of the Company’s businesses, and the timing of expected business milestones; (9) changing demand or shopping patterns for the Company’s products and services; (10) failure of licensees, suppliers or other third-parties to fulfill their obligations to the Company; (11) the Company’s ability to comply with the terms of its indebtedness and other obligations; (12) changes in financing markets or the inability of the Company to obtain financing on attractive terms; and (13) other risks in this Quarterly Report on Form 10-Q, including those under “Part II—Item 1A. Risk Factors”, and in “Part I—Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We caution that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements.
Forward-looking statements included in this Quarterly Report on Form 10-Q speak only as of the date of this Quarterly Report on Form 10-Q or any earlier date specified for such statements. We do not undertake any obligation to update or revise any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as may be required under applicable securities laws. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this Cautionary Note Regarding Forward-Looking Statements.
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Business Overview
We are a global consumer lifestyle company marketing our brands through a wide range of licensing initiatives, direct-to-consumer products, Playboy magazine, digital subscriptions and content, and online and location-based entertainment. As of January 1, 2025, we licensed certain intellectual property and our Playboy Plus, Playboy TV (online and linear) and Playboy Club digital operations to Byborg Enterprises SA (“Byborg”) pursuant to a License & Management Agreement (the “LMA”). As a result, we now have two reportable segments: Direct-to-Consumer and Licensing. The Direct-to-Consumer segment derives revenue from sales of consumer products sold directly to consumers by Honey Birdette online or at its brick-and-mortar stores, with 51 stores in three countries as of June 30, 2025. The Licensing segment derives revenue from trademark licenses for third-party consumer products, primarily for various apparel and accessories categories, hospitality, digital gaming and location-based entertainment businesses, and starting January 1, 2025, revenue from licensing our digital subscriptions and content operations to Byborg.
Key Factors and Trends Affecting Our Business
We believe that our performance and future success depends on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and referenced in this Quarterly Report on Form 10-Q under “Part II—Item 1A. Risk Factors”, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 under “Part II—Item 1A. Risk Factors”, and in “Part I—Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K.
Pursuing a More Capital-Light Business Model
We continue to pursue a commercial strategy that relies on a more capital-light business model focused on revenue streams with higher margin, lower working capital requirements and higher growth potential. We are doing this by leveraging our flagship Playboy brand to attract best-in-class operators. In the fourth quarter of 2024, we entered into the LMA with Byborg to license intellectual property and select Playboy digital assets for $300.0 million in minimum guaranteed payments over the initial 15-year term of the license, which began as of January 1, 2025. We are focused on strategically expanding our licensing business into new categories and territories with high quality strategic partners and supporting them with brand marketing in the form of content, experiences and editorial works. We will also continue to use our licensing business as a marketing tool and brand builder, including through high profile collaborations and our large-scale strategic partnerships. For our Honey Birdette business, we intend to focus on the U.S. market, where the brand’s stores, on average, generate more revenue and better margins, and generally have customers who tend to spend more and are less price sensitive.
Recent Developments
We continue to monitor ongoing changes in U.S. trade policies, including increasing tariffs on imports, in some cases significantly, and changes to existing international trade agreements. These actions have prompted retaliatory tariffs and other measures by a number of countries. In the second quarter of 2025, actions were taken by the U.S. and certain other countries to modify the timing, rates and/or other aspects of certain of these tariffs. However, some of the new tariffs remain in effect, including tariffs between the U.S. and China, where we source the manufacturing of our Honey Birdette products and where we have a locally-based joint venture for the sale of Playboy-branded products in China. While the impact of such trade policies on our business remains uncertain, we continue to closely monitor such matters and potential impacts, including increased production costs and higher pricing to our customers, either of which could negatively affect our business, results of operations and financial condition. Refer to “Part II, Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 for additional information on such risks.
China Licensing Revenues
Our licensing revenues from China (including Hong Kong) as a percentage of our total revenues were 11% and 12% for the three months ended June 30, 2025 and 2024, respectively, and 11% and 8% for the six months ended June 30, 2025 and 2024, respectively. At the end of the first quarter of 2023, we entered into a joint venture for the Playboy business in China (the “China JV”) with CT Licensing Limited, a brand management unit of Fung Group. The China JV owns and operates the Playboy consumer products business in mainland China, Hong Kong and Macau. In 2024, our China JV stabilized our business in China, and we expect our licensing activity in China to increase slightly in 2025 and continue to represent a modest but meaningful part of our overall business in future periods.
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Seasonality of Our Consumer Product Sales
While we receive revenue throughout the year, our Honey Birdette direct-to-consumer business has experienced, and may continue to experience, seasonality. Historical seasonality of revenues may be subject to change as increasing pressure from competition and economic conditions impact our licensees and consumers. The further transition of our business to a capital-light business model may further impact the seasonality of our business in the future.
How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of the business are revenues, salaries and benefits, and selling and administrative expenses. To help assess performance with these key indicators, we use Adjusted EBITDA as a non-GAAP financial measure. We believe this non-GAAP measure provides useful information to investors and expanded insight to measure revenue and cost performance as a supplement to the GAAP consolidated financial statements. See the “EBITDA and Adjusted EBITDA” section below for reconciliations of Adjusted EBITDA to net loss, the closest GAAP measure.
Components of Results of Operations
Revenues
We generate revenue from sales of consumer products sold through our Honey Birdette retail stores or online directly to customers, trademark licenses for third-party consumer products and online and location-based entertainment businesses, and starting January 1, 2025, licensing the operation of our digital subscriptions and content businesses, which were owned and operated by us in the prior year comparative period.
Consumer Products
Revenue from sales of online apparel and accessories is recognized upon delivery of the goods to the customer. Revenue from sales of apparel at our retail stores is recognized at the time of transaction. Revenue is recognized net of incentives and estimated returns. We periodically offer promotional incentives to customers, which include basket promotional code discounts and other credits, which are recorded as a reduction of revenue.
Licensing
We license trademarks under multi-year arrangements to consumer products and online and location-based entertainment businesses. Typically, the initial contract term ranges between one to 15 years. Renewals are separately negotiated through amendments. Under these arrangements, we generally receive an annual non-refundable minimum guarantee that is recoupable against a sales-based royalty generated during the license year. Earned royalties received in excess of the minimum guarantee (“Excess Royalties”) are typically payable quarterly. We recognize revenue for the total minimum guarantee specified in the agreement on a straight-line basis over the term of the agreement and recognize Excess Royalties only when the annual minimum guarantee is exceeded. Generally, Excess Royalties are recognized when they are earned. In the event that the collection of any royalty becomes materially uncertain or unlikely, we recognize revenue from our licensees up to the cash we have received.
Starting January 1, 2025, we licensed the operation of our Playboy Plus, Playboy TV (online and linear) and Playboy Club digital businesses, which was previously owned and operated by us and included in our Digital Subscriptions and Content reportable segment in the prior year comparative period, to Byborg pursuant to the LMA.
Prior to January 1, 2025, digital subscription revenue was derived from subscription sales of playboyplus.com and playboy.tv, which are online content platforms. We received fixed consideration shortly before the start of the subscription periods from these contracts, which were primarily sold in monthly, annual, or lifetime subscriptions. Revenues from lifetime subscriptions were recognized ratably over a five-year period, representing the estimated period during which the customer accesses the platforms. Revenues from digital subscriptions were recognized ratably over the subscription period. Revenues generated from the sales of creator content offerings and memberships to consumers via our creator platform on playboy.com were recognized at the point in time when the sale is processed. Revenues generated from subscriptions to our creator platform are recognized ratably over the subscription period.
Prior to January 1, 2025, we also licensed programming content to certain cable television operators and direct-to-home satellite television operators who paid royalties based on monthly subscriber counts and pay-per-view and video-on-demand buys for the right to distribute our programming under the terms of affiliation agreements. Royalties were generally collected monthly and recognized as revenue as earned.
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Cost of Sales
Cost of sales primarily consist of merchandise costs, warehousing and fulfillment costs, agency and commission fees, website expenses, marketplace traffic acquisition costs, digital platform expenses (prior to January 1, 2025), transition expenses per the TSA (commencing January 1, 2025), credit card processing fees, personnel costs, including stock-based compensation, costs associated with branding events, customer shipping and handling expenses, fulfillment activity costs and freight-in expenses.
Selling and Administrative Expenses
Selling and administrative expenses primarily consist of corporate office and retail store occupancy costs, personnel costs, including stock-based compensation, transition expenses per the TSA (commencing January 1, 2025), brand marketing costs, and contractor fees for accounting/finance, legal, human resources, information technology and other administrative functions, general marketing and promotional activities and insurance.
Impairments
Impairments consist of the impairments of our artwork held for sale and right-of-use assets related to our corporate leases.
Other Operating (Expense) Income, Net
Other operating (expense) income, net consists primarily of losses on disposal of assets and other miscellaneous items.
Nonoperating (Expense) Income
Interest Expense, Net
Interest expense, net consists of interest on our long-term debt and the amortization of deferred financing costs and debt premium/discount.
Other Income (Expense), Net
Other income (expense), net consists primarily of other miscellaneous nonoperating items, such as nonrecurring transaction fees, foreign exchange realized and unrealized transaction gains or losses, bank charges and interest income.
Expense from Income Taxes
Expense from income taxes consists of an estimate for U.S. federal, state, and foreign income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. Due to cumulative losses, we maintain a valuation allowance against our definite-lived U.S. federal and state deferred tax assets, as well as Australia, U.K. and China deferred tax assets.
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Results of Operations
Comparison of the Three Months Ended June 30, 2025 and 2024
The following table summarizes key components of our results of operations for the periods indicated (in thousands, except percentages):
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Net revenues | $ | 28,148 | $ | 24,885 | $ | 3,263 | 13 | % | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of sales | (9,739) | (8,018) | (1,721) | 21 | % | ||||||||||||||||||
| Selling and administrative expenses | (22,366) | (25,489) | 3,123 | (12) | % | ||||||||||||||||||
| Impairments | (1,541) | (599) | (942) | over 150% | |||||||||||||||||||
| Other operating (expense) income, net | (385) | 18 | (403) | over 150% | |||||||||||||||||||
| Total operating expense | (34,031) | (34,088) | 57 | — | % | ||||||||||||||||||
| Operating loss | (5,883) | (9,203) | 3,320 | (36) | % | ||||||||||||||||||
| Nonoperating (expense) income: | |||||||||||||||||||||||
| Interest expense, net | (1,907) | (6,588) | 4,681 | (71) | % | ||||||||||||||||||
| Other income (expense), net | 1,000 | (245) | 1,245 | over 150% | |||||||||||||||||||
| Total nonoperating expense | (907) | (6,833) | 5,926 | (87) | % | ||||||||||||||||||
| Loss before income taxes | (6,790) | (16,036) | 9,246 | (58) | % | ||||||||||||||||||
| Expense from income taxes | (889) | (616) | (273) | 44 | % | ||||||||||||||||||
| Net loss | (7,679) | (16,652) | 8,973 | (54) | % | ||||||||||||||||||
| Net loss attributable to Playboy, Inc. | $ | (7,679) | $ | (16,652) | $ | 8,973 | (54) | % | |||||||||||||||
The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of total revenue for the periods indicated:
| Three Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net revenues | 100% | 100% | |||||||||
| Costs and expenses: | |||||||||||
| Cost of sales | (35) | (32) | |||||||||
| Selling and administrative expenses | (79) | (102) | |||||||||
| Impairments | (5) | (2) | |||||||||
| Other operating (expense) income, net | (1) | — | |||||||||
| Total operating expense | (120) | (136) | |||||||||
| Operating loss | (20) | (36) | |||||||||
| Nonoperating (expense) income: | |||||||||||
| Interest expense, net | (7) | (26) | |||||||||
| Other income (expense), net | 4 | (1) | |||||||||
| Total nonoperating expense | (3) | (27) | |||||||||
| Loss before income taxes | (23) | (63) | |||||||||
| Expense from income taxes | (3) | (2) | |||||||||
| Net loss | (26) | (65) | |||||||||
| Net loss attributable to Playboy, Inc. | (26)% | (65)% | |||||||||
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Net Revenues
The following table sets forth net revenues by reportable segment (in thousands):
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Direct-to-consumer | $ | 16,493 | $ | 14,504 | $ | 1,989 | 14 | % | |||||||||||||||
| Licensing | 10,932 | 5,335 | 5,597 | 105 | % | ||||||||||||||||||
Corporate | 135 | — | 135 | 100 | % | ||||||||||||||||||
All Other | 588 | 5,046 | (4,458) | (88) | % | ||||||||||||||||||
| Total | $ | 28,148 | $ | 24,885 | $ | 3,263 | 13 | % | |||||||||||||||
Direct-to-Consumer
The increase in direct-to-consumer net revenues, compared to the prior year comparative period, was due to an increase in Honey Birdette revenue as a result of the continued improvement in consumer perception of the Honey Birdette brand, which resulted in increased sales of both full-price and discounted products.
Licensing
The increase in licensing net revenues, compared to the prior year comparative period, was primarily due to $5.0 million of minimum guaranteed royalties recognized pursuant to the LMA, $0.6 million higher revenues from new licensing partners and renegotiated minimum guarantees pursuant to renewal agreements with existing licensees.
Corporate
Corporate revenues for the three months ended June 30, 2025 related to corporate branding, including Playboy magazine and sponsorship events.
All Other
The decrease in all other net revenues, compared to the prior year comparative period, was primarily due to the licensing of our digital subscriptions and content operations to Byborg pursuant to the LMA, effective as of January 1, 2025. As a result, our previously reported Digital Subscriptions and Content operating and reportable segment was eliminated and its operations in the prior year comparative period were recast to be included in “All Other” for comparative purposes. “All Other” net revenues for the three months ended June 30, 2025 related to the amortization of deferred revenue balances that existed as of December 31, 2024 (prior to the LMA effective date of January 1, 2025) that pertain to previously reported digital subscriptions and content operations.
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Cost of Sales
The following table sets forth cost of sales and gross margin by reportable segment (in thousands):
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
Cost of sales: | |||||||||||||||||||||||
| Direct-to-consumer | $ | (6,835) | $ | (6,177) | $ | (658) | 11 | % | |||||||||||||||
| Licensing | (2,503) | 418 | (2,921) | over 150% | |||||||||||||||||||
Corporate | — | — | — | — | |||||||||||||||||||
| All Other | (401) | (2,259) | 1,858 | (82) | % | ||||||||||||||||||
| Total | $ | (9,739) | $ | (8,018) | $ | (1,721) | 21 | % | |||||||||||||||
| Direct-to-consumer gross profit | $ | 9,658 | $ | 8,327 | $ | 1,331 | 16 | % | |||||||||||||||
| Direct-to-consumer gross margin | 59 | % | 57 | % | |||||||||||||||||||
| Licensing gross profit | $ | 8,429 | $ | 5,753 | $ | 2,676 | 47 | % | |||||||||||||||
| Licensing gross margin | 77 | % | 108 | % | |||||||||||||||||||
| Corporate gross profit | $ | 135 | $ | — | $ | 135 | 100 | % | |||||||||||||||
| Corporate gross margin | 100 | % | — | ||||||||||||||||||||
| All Other gross profit | $ | 187 | $ | 2,787 | $ | (2,600) | (93) | % | |||||||||||||||
| All Other gross margin | 32 | % | 55 | % | |||||||||||||||||||
| Total gross profit | $ | 18,409 | $ | 16,867 | $ | 1,542 | 9 | % | |||||||||||||||
| Total gross margin | 65 | % | 68 | % | |||||||||||||||||||
Direct-to-Consumer
The increase in direct-to-consumer cost of sales, compared to the prior year comparative period, was primarily due to a $0.5 million increase in Honey Birdette’s product, shipping and fulfillment costs due to higher revenues. The increase in gross margin was due to continued improvement in consumer demand at Honey Birdette, increasing sales of both full-price and discounted products at a higher margin.
Licensing
The increase in licensing cost of sales and the corresponding decrease in gross margin, compared to the prior year comparative period, were primarily due to a $2.0 million increase in licensing commissions expense, reflecting a one-time settlement amount of $2.4 million to pay current and future commissions to a licensing agent, as well as a $0.9 million reduction in licensing product costs in the prior year comparative period due to the termination of Playboy’s e-commerce licensing agreement in the second quarter of 2024.
Corporate
The corporate gross profit during the three months ended June 30, 2025, which was from our relaunch of Playboy magazine and sponsorship events, was immaterial. There were no activities related to Playboy magazine and sponsorship events in the prior year comparative period.
All Other
The decrease in all other cost of sales and gross margin, compared to the prior year comparative period, was primarily related to the licensing of our digital subscriptions and content operations to Byborg pursuant to the LMA, effective as of January 1, 2025, and the inclusion of transition expenses incurred pursuant to the TSA during the three months ended June 30, 2025.
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Selling and Administrative Expenses
The decrease in selling and administrative expenses for the three months ended June 30, 2025, as compared to the prior year comparative period, was primarily due to a $1.2 million reduction in technology costs, a $0.9 million decrease in depreciation, a decrease in various professional services of $0.7 million, lower payroll expense of $0.9 million and a $0.3 million decrease in stock-based compensation expense, partly offset by $1.4 million in additional legal expenses related to ongoing material litigation, and severance and employee benefits expense of $0.4 million related to headcount reductions as a result of the transition of our digital operations into a licensing model.
Impairments
The increase in impairments for the three months ended June 30, 2025, as compared to the prior year comparative period, was due to impairment charges on our right-of-use assets related to our corporate leases that were $0.9 million higher than in the prior year comparative period.
Other Operating (Expense) Income , Net
The change in other operating (expense) income, net for the three months ended June 30, 2025, as compared to the prior year comparative period, was immaterial.
Nonoperating (Expense) Income
Interest Expense, Net
The decrease in interest expense, net for the three months ended June 30, 2025, as compared to the prior year comparative period, was primarily due to a reduction of our debt balance and amortization of debt premium in connection with the A&R Third Amendment.
Other Income (Expense), Net
The change in other income (expense), net for the three months ended June 30, 2025, as compared to the prior year comparative period, was primarily due to unrealized gains and losses related to foreign currency transactions.
Expense from Income Taxes
The increase in income taxes for the three months ended June 30, 2025, as compared to the prior year comparative period, was primarily driven by the change in valuation allowance due to the reduction in net indefinite-lived deferred tax liabilities, offset by increased foreign income taxes in the three months ended June 30, 2025.
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Comparison of the Six Months Ended June 30, 2025 and 2024
The following table summarizes key components of our results of operations for the periods indicated (in thousands, except percentages):
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Net revenues | $ | 57,023 | $ | 53,204 | $ | 3,819 | 7 | % | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of sales | (18,792) | (20,525) | 1,733 | (8) | % | ||||||||||||||||||
| Selling and administrative expenses | (47,763) | (47,801) | 38 | * | |||||||||||||||||||
| Impairments | (1,842) | (3,016) | 1,174 | (39) | % | ||||||||||||||||||
| Other operating (expense) income, net | (769) | 18 | (787) | over 150% | |||||||||||||||||||
| Total operating expense | (69,166) | (71,324) | 2,158 | (3) | % | ||||||||||||||||||
| Operating loss | (12,143) | (18,120) | 5,977 | (33) | % | ||||||||||||||||||
| Nonoperating (expense) income: | |||||||||||||||||||||||
| Interest expense, net | (3,795) | (13,015) | 9,220 | (71) | % | ||||||||||||||||||
| Other income (expense), net | 1,202 | (295) | 1,497 | over 150% | |||||||||||||||||||
Total nonoperating expense | (2,593) | (13,310) | 10,717 | (81) | % | ||||||||||||||||||
| Loss before income taxes | (14,736) | (31,430) | 16,694 | (53) | % | ||||||||||||||||||
| Expense from income taxes | (1,984) | (1,669) | (315) | 19 | % | ||||||||||||||||||
| Net loss | (16,720) | (33,099) | 16,379 | (49) | % | ||||||||||||||||||
| Net loss attributable to Playboy, Inc. | $ | (16,720) | $ | (33,099) | $ | 16,379 | (49) | % | |||||||||||||||
_________________ *Not meaningful | |||||||||||||||||||||||
The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of total revenue for the periods indicated:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net revenues | 100 | % | 100 | % | |||||||
| Costs and expenses: | |||||||||||
| Cost of sales | (33) | (39) | |||||||||
| Selling and administrative expenses | (84) | (90) | |||||||||
| Impairments | (3) | (6) | |||||||||
| Other operating (expense) income, net | (1) | — | |||||||||
| Total operating expense | (121) | (135) | |||||||||
| Operating loss | (21) | (35) | |||||||||
| Nonoperating (expense) income: | |||||||||||
| Interest expense, net | (7) | (24) | |||||||||
| Other income (expense), net | 2 | (1) | |||||||||
Total nonoperating expense | (5) | (25) | |||||||||
| Loss before income taxes | (26) | (60) | |||||||||
| Expense from income taxes | (3) | (3) | |||||||||
| Net loss | (29) | (63) | |||||||||
| Net loss attributable to Playboy, Inc. | (29) | % | (63) | % | |||||||
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Net Revenues
The following table sets forth net revenues by reportable segment (in thousands):
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Direct-to-consumer | $ | 32,824 | $ | 33,244 | $ | (420) | (1) | % | |||||||||||||||
| Licensing | 22,317 | 9,482 | 12,835 | 135 | % | ||||||||||||||||||
Corporate | 448 | — | 448 | 100 | % | ||||||||||||||||||
All Other | 1,434 | 10,478 | (9,044) | (86) | % | ||||||||||||||||||
| Total | $ | 57,023 | $ | 53,204 | $ | 3,819 | 7 | % | |||||||||||||||
Direct-to-Consumer
The decrease in direct-to-consumer net revenues, compared to the prior year comparative period, was primarily due to a decrease in Honey Birdette revenue as a result of a large sale in March of 2024 that did not recur in March of 2025, as part of the broader initiative to improve margins and consumer perception of the Honey Birdette brand, partially offset by an increase in Honey Birdette revenue in the second quarter of 2025 as a result of improved consumer demand for Honey Birdette products.
Licensing
The increase in licensing net revenues, compared to the prior year comparative period, was primarily due to $10.0 million of minimum guaranteed royalties recognized pursuant to the LMA, and a $2.8 million increase in minimum guarantees recognized from other licensing partners, out of which $1.8 million pertained to a licensing agreement with one of our Chinese licensees signed in the second quarter of 2024.
Corporate
Corporate revenues for the six months ended June 30, 2025 related to corporate branding, including Playboy magazine and sponsorship events.
All Other
The decrease in all other net revenues, compared to the prior year comparative period, was primarily due to the licensing of our digital subscriptions and content operations to Byborg pursuant to the LMA, effective as of January 1, 2025. As a result, our previously reported Digital Subscriptions and Content operating and reportable segment was eliminated and its operations in the prior year comparative period were recast to be included in “All Other” for comparative purposes. “All Other” net revenues for the six months ended June 30, 2025 related to the amortization of deferred revenue balances that existed as of December 31, 2024 (prior to the LMA effective date of January 1, 2025) that pertain to previously reported digital subscriptions and content operations.
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Cost of Sales
The following table sets forth cost of sales and gross margin by reportable segment (in thousands):
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
Cost of sales: | |||||||||||||||||||||||
| Direct-to-consumer | $ | (13,742) | $ | (15,169) | $ | 1,427 | (9) | % | |||||||||||||||
| Licensing | (3,099) | 90 | (3,189) | over 150% | |||||||||||||||||||
Corporate | — | — | — | — | |||||||||||||||||||
| All Other | (1,951) | (5,446) | 3,495 | (64) | % | ||||||||||||||||||
| Total | $ | (18,792) | $ | (20,525) | $ | 1,733 | (8) | % | |||||||||||||||
| Direct-to-consumer gross profit | $ | 19,082 | $ | 18,075 | $ | 1,007 | 6 | % | |||||||||||||||
| Direct-to-consumer gross margin | 58 | % | 54 | % | |||||||||||||||||||
| Licensing gross profit | $ | 19,218 | $ | 9,572 | $ | 9,646 | 101 | % | |||||||||||||||
| Licensing gross margin | 86 | % | 101 | % | |||||||||||||||||||
| Corporate gross profit | $ | 448 | $ | — | $ | 448 | 100 | % | |||||||||||||||
| Corporate gross margin | 100 | % | — | ||||||||||||||||||||
| All Other gross profit | $ | (517) | $ | 5,032 | $ | (5,549) | (110) | % | |||||||||||||||
| All Other gross margin | (36) | % | 48 | % | |||||||||||||||||||
| Total gross profit | $ | 38,231 | $ | 32,679 | $ | 5,552 | 17 | % | |||||||||||||||
| Total gross margin | 67 | % | 61 | % | |||||||||||||||||||
Direct-to-Consumer
The decrease in direct-to-consumer cost of sales and the increase in gross profit, compared to the prior year comparative period, was primarily due to a $1.7 million reduction in Honey Birdette’s product, shipping and fulfillment costs due to lower revenue, and improved gross margin was due to reduced promotional activity in the first and second quarters of 2025 as part of the broader initiative to improve margins and consumer perception of the Honey Birdette brand, as well as stronger sales of full-price Honey Birdette products.
Licensing
The increase in licensing cost of sales and corresponding decrease in gross margin, compared to the comparable prior year period, was primarily due to a $2.3 million increase in licensing commissions expense, reflecting a one-time settlement amount of $2.4 million to pay current and future commissions to a licensing agent, as well as a $0.9 million reduction in licensing product costs in the prior year comparative period due to the termination of Playboy’s e-commerce licensing agreement in the second quarter of 2024.
Corporate
Corporate gross profit during the six months ended June 30, 2025, which was from our relaunch of Playboy magazine and sponsorship events, was immaterial. There were no activities related to Playboy magazine and sponsorship events in the prior year comparative period.
All Other
The decrease in all other cost of sales and gross margin, compared to the comparable prior year period, was primarily related to the licensing of our digital subscriptions and content operations to Byborg pursuant to the LMA, effective as of January 1, 2025, and the inclusion of transition expenses incurred pursuant to the TSA during the six months ended June 30, 2025.
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Selling and Administrative Expenses
Selling and administrative expenses for the six months ended June 30, 2025 were consistent with the prior year comparative period, primarily due to a $1.7 million decrease in technology costs, a $1.1 million decrease in depreciation, and a decrease in various professional services of $1.2 million, partly offset by $1.7 million of additional legal expenses related to ongoing material litigation and a $2.0 million increase in personnel costs largely due to severance and related compensation due to the transition of our digital operations into a licensing model.
Impairments
The decrease in impairments for the six months ended June 30, 2025, as compared to the prior year comparative period, was primarily due to a decrease of $2.1 million of impairment charges on our artwork held for sale, partly offset by a $0.9 million increase in impairment charges on our right-of-use assets related to our corporate leases.
Other Operating (Expense) Income, Net
The change in other operating (expense) income, net, as compared to the prior year comparative period, was primarily due to the write off of certain property, plant and equipment items as a result of our decision to sublease certain of our office space.
Nonoperating (Expense) Income
Interest Expense, Net
The decrease in interest expense, net for the six months ended June 30, 2025, as compared to the prior year comparative period, was primarily due to a reduction of our debt balance and amortization of debt premium in connection with the A&R Third Amendment.
Other Income (Expense), Net
The change in other income (expense), net for the six months ended June 30, 2025, as compared to the prior year comparative period, was primarily due to unrealized gains and losses related to foreign currency transactions.
Expense from Income Taxes
Increase in expense from income taxes for the six months ended June 30, 2025, as compared to the prior year comparative period, was primarily driven by the change in valuation allowance due to a reduction in net indefinite-lived deferred tax liabilities, offset by increased foreign income taxes in the six months ended June 30, 2025.
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measure is useful in evaluating our operational performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.
EBITDA and Adjusted EBITDA
“EBITDA” is defined as net income or loss before interest, income tax expense or benefit, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation and other special items determined by management. Adjusted EBITDA is intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, investors should be aware that when evaluating EBITDA and Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because not all companies may calculate Adjusted EBITDA in the same fashion.
In addition to adjusting for non-cash stock-based compensation, non-cash charges for the fair value remeasurements of certain liabilities, non-recurring non-cash impairments and asset write-downs, we typically adjust for non-operating expenses and income, such as nonrecurring special projects, including related consulting expenses, transition expenses, settlements, nonrecurring gain or loss on the sale of assets, expenses associated with financing activities, and reorganization and severance expenses that result from the elimination or rightsizing of specific business activities or operations.
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Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis. Investors should review the reconciliation of net loss to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.
The following table reconciles net loss to EBITDA and Adjusted EBITDA (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ | (7,679) | $ | (16,652) | $ | (16,720) | $ | (33,099) | |||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Interest expense | 1,907 | 6,588 | 3,795 | 13,015 | |||||||||||||||||||
| Expense from income taxes | 889 | 616 | 1,984 | 1,669 | |||||||||||||||||||
| Depreciation and amortization | 778 | 2,511 | 1,582 | 4,311 | |||||||||||||||||||
| EBITDA | (4,105) | (6,937) | (9,359) | (14,104) | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Licensing commissions settlement | 2,400 | — | 2,400 | — | |||||||||||||||||||
| Transition expenses | 1,170 | — | 5,000 | — | |||||||||||||||||||
| Severance | 322 | 139 | 2,593 | 169 | |||||||||||||||||||
| Stock-based compensation | 1,666 | 2,005 | 2,353 | 3,839 | |||||||||||||||||||
| Impairments | 1,541 | 599 | 1,842 | 3,016 | |||||||||||||||||||
| Adjustments | 477 | 1,258 | 1,019 | 1,595 | |||||||||||||||||||
| Adjusted EBITDA | $ | 3,471 | $ | (2,936) | $ | 5,848 | $ | (5,485) | |||||||||||||||
•Licensing commissions settlement for the three and six months ended June 30, 2025 represents a one-time settlement amount of $2.4 million to pay current and future commissions to a licensing agent, which will be paid in the third quarter of 2025.
•Transition expenses for the three and six months ended June 30, 2025 represent costs associated with the digital operations licensed to Byborg, solely during the transition period pursuant to the TSA.
•Severance expenses for the three and six months ended June 30, 2025 were due to the reduction of headcount related to the transition of our digital subscriptions and content operations into a licensing model.
•Impairments for the three months ended June 30, 2025 related to impairment charges on our right-of-use assets related to our corporate leases.
•Impairments for the six months ended June 30, 2025 related to impairment charges on our artwork held for sale and our right-of-use assets related to our corporate leases.
•Impairments for the three months ended June 30, 2024 related to impairment charges on our right-of-use assets related to our corporate leases.
•Impairments for the six months ended June 30, 2024 related to impairment charges on our artwork held for sale and our right-of-use assets related to our corporate leases.
•Adjustments for the three and six months ended June 30, 2025 are primarily related to the non-cash fair value change related to contingent liabilities fair value remeasurement with respect to potential shares issuable for our 2021 acquisition of GlowUp Digital, Inc. that remained unsettled as of June 30, 2025, loss on the sale of artwork, loss on disposal of assets, consulting, advisory and other costs relating to corporate transactions, as well as reorganization costs resulting from the elimination or rightsizing of specific business activities or operations.
•Adjustments for the three and six months ended June 30, 2024 are related to the non-cash fair value change related to contingent liabilities fair value remeasurement with respect to potential shares issuable for the acquisition of GlowUp Digital, Inc. that remained unsettled as of June 30, 2024, loss on the sale of artwork, consulting, advisory and other costs relating to corporate transactions and other strategic opportunities as well as reorganization and severance costs resulting in the elimination or rightsizing of specific business activities or operations.
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Non-GAAP Segment Information
Our Chief Executive Officer is our Chief Operating Decision Maker (“CODM”). Segment information is presented in the same manner that our CODM reviews the operating results in assessing performance and allocating resources. Total asset information is not included in the tables below as it is not provided to and reviewed by our CODM. The “All Other” columns relate to the previously identified operating and reportable segment, Digital Subscriptions and Content, which was eliminated upon its transition into a licensing model under the LMA. The “Corporate” column in the tables below includes certain operating revenues associated with Playboy magazine, events and sponsorships and expenses that are not allocated to the reportable segments presented to our CODM. Such expenses include legal, human resources, information technology and facilities, accounting/finance and brand marketing costs. Expenses associated with Playboy magazine, events and sponsorships are included in brand marketing costs. The accounting policies of the reportable segments are the same as those described in Note 1, Basis of Presentation and Summary of Significant Accounting Policies, of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
“Adjusted Operating Income (Loss)” is defined as operating income or loss adjusted for stock-based compensation and other special items determined by management. Adjusted operating income (loss) is intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. We believe that the use of adjusted operating income (loss) provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, investors should be aware that when evaluating adjusted operating income (loss), we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. Our computation of adjusted operating income (loss) may not be comparable to other similarly titled measures computed by other companies, because not all companies may calculate adjusted operating income (loss) in the same fashion.
In addition to adjusting for non-cash stock-based compensation, non-cash charges for the fair value remeasurements of certain liabilities, nonrecurring non-cash impairments and asset write-downs, we typically adjust for nonrecurring special projects, including for related consultant expenses, nonrecurring gain on the sale of assets, expenses associated with financing activities, and reorganization and severance expenses that result from the elimination or rightsizing of specific business activities or operations.
Because of the limitations described above, adjusted operating income (loss) should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using adjusted operating income (loss) on a supplemental basis. Investors should review the reconciliation of operating loss to adjusted operating income (loss) below and not rely on any single financial measure to evaluate our business.
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Comparison of the Three Months Ended June 30, 2025 and 2024
The following table reconciles Operating (Loss) Income to Adjusted Operating (Loss) Income by reportable segment (in thousands):
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Direct-to-Consumer | Licensing | Corporate | All Other | Total | |||||||||||||||||||||||||
| Operating (loss) income | $ | (750) | $ | 5,552 | $ | (9,925) | $ | (760) | $ | (5,883) | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||||||||
| Depreciation and amortization | 584 | — | 194 | — | 778 | ||||||||||||||||||||||||
| Licensing commissions settlement | — | 2,400 | — | — | 2,400 | ||||||||||||||||||||||||
| Transition expenses | — | — | — | 1,170 | 1,170 | ||||||||||||||||||||||||
| Severance | 25 | — | 117 | 180 | 322 | ||||||||||||||||||||||||
| Stock-based compensation | — | — | 1,666 | — | 1,666 | ||||||||||||||||||||||||
| Impairments | — | — | 1,541 | — | 1,541 | ||||||||||||||||||||||||
| Adjustments | — | — | 477 | — | 477 | ||||||||||||||||||||||||
| Adjusted operating (loss) income | $ | (141) | $ | 7,952 | $ | (5,930) | $ | 590 | $ | 2,471 | |||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||
| Direct-to-Consumer | Licensing | Corporate | All Other | Total | |||||||||||||||||||||||||
| Operating (loss) income | $ | (3,163) | $ | 4,386 | $ | (8,150) | $ | (2,276) | $ | (9,203) | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||||||||
| Depreciation and amortization | 1,401 | — | 234 | 876 | 2,511 | ||||||||||||||||||||||||
| Severance | 19 | — | 19 | 101 | 139 | ||||||||||||||||||||||||
| Stock-based compensation | — | — | 652 | 1,353 | 2,005 | ||||||||||||||||||||||||
| Impairments | — | — | 599 | — | 599 | ||||||||||||||||||||||||
| Adjustments | 1,095 | — | 231 | (68) | 1,258 | ||||||||||||||||||||||||
| Adjusted operating (loss) income | $ | (648) | $ | 4,386 | $ | (6,415) | $ | (14) | $ | (2,691) | |||||||||||||||||||
Refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for descriptions of the adjustments to reconcile net loss to Adjusted EBITDA, certain of which adjustments are listed in the table above and the descriptions used for the reconciliation of net loss to Adjusted EBITDA are also applicable for the table above.
Direct-to-Consumer
Net Revenues and Gross Margin: Refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for a discussion of changes in net revenues and gross profit in our Direct-to-Consumer segment from 2024 to 2025.
Operating Loss: The decrease in operating loss, compared to the prior year comparative period, was primarily due to a $2.0 million increase in Honey Birdette’s net revenue as a result of the continued improvement in consumer perception of the Honey Birdette brand, which resulted in increased sales of both full-price and discounted products.
Adjusted Operating Loss: The decrease in adjusted operating loss, compared to the prior year comparative period, was primarily due to the decrease in operating loss discussed above.
Licensing
Net Revenues and Gross Margin: Refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for a discussion of changes in net revenues and gross profit in our Licensing segment from 2024 to 2025.
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Operating Income: The increase in operating income, compared to the prior year comparative period, was primarily due to a $2.7 million increase in licensing gross profit, primarily as a result of higher revenues resulting from the LMA as well as certain other licensing agreements signed in the second quarter of 2024, partly offset by a $1.3 million increase in legal expenses.
Adjusted Operating Income: Adjustments to licensing operating income for the three months ended June 30, 2025 related to a one-time settlement amount of $2.4 million to pay current and future commissions to a licensing agent. There were no adjustments to licensing operating income for the three months ended June 30, 2024, and the change in adjusted operating income was the same as the change in operating income above.
Corporate
The increase in corporate expenses, compared to the prior year comparative period, was primarily due to a $0.9 million increase in impairment charges on our right-of-use assets related to our corporate leases, a $1.0 million increase in stock-based compensation expense, and $0.4 million increase in payroll expenses.
The decrease in adjusted corporate expenses, compared to the prior year comparative period, was primarily due to lower insurance cost of $0.3 million and a reduction in rent expense of $0.1 million as a result of cost restructuring.
All Other
Net Revenues and Gross Margin: Refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for a discussion of changes from 2024 to 2025 in net revenues and gross profit classified as All Other.
Operating Loss: The decrease in operating loss, compared to the prior year comparative period, was due to the transition of our digital operations into a licensing model pursuant to the LMA and inclusion of $1.2 million of transition expenses pursuant to the TSA.
Adjusted Operating Income: The change from adjusted operating loss to adjusted operating income, compared to the prior year comparative period, was due to the transition of our digital operations into a licensing model pursuant to the LMA.
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Comparison of the Six Months Ended June 30, 2025 and 2024
The following table reconciles Operating (Loss) Income to Adjusted Operating (Loss) Income by reportable segment (in thousands):
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Direct-to-Consumer | Licensing | Corporate | All Other | Total | |||||||||||||||||||||||||
| Operating (loss) income | $ | (1,280) | $ | 14,443 | $ | (20,220) | $ | (5,086) | $ | (12,143) | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||||||||
| Depreciation and amortization | 1,165 | — | 417 | — | 1,582 | ||||||||||||||||||||||||
| Licensing commissions settlement | — | 2,400 | — | — | 2,400 | ||||||||||||||||||||||||
| Transition expenses | — | — | — | 5,000 | 5,000 | ||||||||||||||||||||||||
| Severance | 52 | — | 1,353 | 1,188 | 2,593 | ||||||||||||||||||||||||
| Stock-based compensation | — | — | 2,353 | — | 2,353 | ||||||||||||||||||||||||
| Impairments | — | — | 1,842 | — | 1,842 | ||||||||||||||||||||||||
| Adjustments | — | — | 1,019 | — | 1,019 | ||||||||||||||||||||||||
| Adjusted operating (loss) income | $ | (63) | $ | 16,843 | $ | (13,236) | $ | 1,102 | $ | 4,646 | |||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||
| Direct-to-Consumer | Licensing | Corporate | All Other | Total | |||||||||||||||||||||||||
| Operating (loss) income | $ | (3,310) | $ | 6,465 | $ | (18,848) | $ | (2,427) | $ | (18,120) | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||||||||
| Depreciation and amortization | 2,171 | — | 416 | 1,724 | 4,311 | ||||||||||||||||||||||||
| Severance | 27 | — | 41 | 101 | 169 | ||||||||||||||||||||||||
| Stock-based compensation | — | — | 1,853 | 1,986 | 3,839 | ||||||||||||||||||||||||
| Impairments | — | — | 3,016 | — | 3,016 | ||||||||||||||||||||||||
| Adjustments | 1,095 | — | 556 | (56) | 1,595 | ||||||||||||||||||||||||
| Adjusted operating (loss) income | $ | (17) | $ | 6,465 | $ | (12,966) | $ | 1,328 | $ | (5,190) | |||||||||||||||||||
Refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for descriptions of the adjustments to reconcile net loss to Adjusted EBITDA, certain of which adjustments are listed in the table above and the descriptions used for the reconciliation of net loss to Adjusted EBITDA are also applicable for the table above.
Direct-to-Consumer
Net Revenues and Gross Margin: Refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for a discussion of changes in net revenues and gross profit in our Direct-to-Consumer segment from 2024 to 2025.
Operating Loss: The decrease in operating loss, compared to the prior year comparative period, was primarily due to a $1.0 million increase in direct-to-consumer gross profit, as a result of improvement in consumer perception of and demand for Honey Birdette products, as well as a reduction in depreciation and amortization expenses of $1.0 million.
Adjusted Operating Loss: The change in adjusted operating loss, compared to the prior year comparative period, was immaterial.
Licensing
Net Revenues and Gross Margin: Refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for a discussion of changes in net revenues and gross profit in our Licensing segment from 2024 to 2025.
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Operating Income: The increase in operating income, compared to the prior year comparative period, was primarily due to a $9.6 million increase in licensing gross profit, primarily as a result of higher revenues resulting from the LMA, as well as certain other licensing agreements signed in the second quarter of 2024.
Adjusted Operating Income: Adjustments to licensing operating income for the six months ended June 30, 2025 related to a one-time settlement amount of $2.4 million to pay current and future commissions to a licensing agent, which will be paid in the third quarter of 2025. There were no adjustments to licensing operating income for the six months ended June 30, 2024, and the change in adjusted operating income was the same as the change in operating income above.
Corporate
The increase in corporate expenses, compared to the prior year comparative period, was primarily due to an increase in severance and employee benefits expense of $1.3 million related to headcount reductions as a result of the licensing of the operations of our digital businesses, a $0.9 million increase in impairment charges on our right-of-use assets related to our corporate leases, a $1.4 million increase in payroll expenses, and a $0.5 million increase in stock-based compensation expense, partly offset by a $2.1 million decrease in impairment charges on our artwork held for sale.
The increase in adjusted corporate expenses, compared to the prior year comparative period, was primarily due to expenses associated with Playboy magazine, events and sponsorships in 2025 that did not occur in the prior year comparative period.
All Other
Net Revenues and Gross Margin: Refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for a discussion of changes from 2024 to 2025 in net revenues and gross profit classified as All Other.
Operating Loss: The increase in operating loss, compared to the prior year comparative period, was due to the transition of our digital operations into a licensing model pursuant to the LMA and inclusion of $5.0 million of transition expenses pursuant to the TSA.
Adjusted Operating Income: The decrease in adjusted operating income, compared to the prior year comparative period, was due to the transition of our digital operations into a licensing model pursuant to the LMA.
Liquidity and Capital Resources
Sources of Liquidity
Our sources of liquidity are cash generated from operating activities, which primarily includes cash derived from revenue generating activities, from financing activities, including proceeds from our issuance of debt, and proceeds from stock offerings (as described further below), and from investing activities, which includes the sale of assets (as described further below). As of June 30, 2025, our principal source of liquidity was cash in the amount of $19.6 million, which is primarily held in operating and deposit accounts.
On November 5, 2024, we issued 14,900,000 unregistered shares of our common stock in a private placement to the Purchaser (defined below), at a price of $1.50 per share, for total proceeds to us of $22.4 million.
Pursuant to the LMA entered into in December 2024, Byborg agreed to operate our Playboy Plus, Playboy TV (digital and linear) and Playboy Club businesses and to license the right to use certain Playboy trademarks and other intellectual property for related businesses and certain other categories. Pursuant to the LMA, Byborg was also granted exclusive rights to use Playboy trademarks for certain new adult content services and digital products to be developed. The LMA has an initial term of 15 years, with the operations and license rights pursuant to the LMA commencing as of January 1, 2025, and the possibility for up to nine renewal terms of 10 years each, subject to the terms and conditions set forth in the LMA. Pursuant to the LMA, starting in 2025, Playboy began receiving minimum guaranteed royalties of $20.0 million per year of the term, which royalties are paid in installments during each year of the LMA’s term. In addition, Byborg will prepay the minimum guaranteed amount for the second half of year 15 of the initial term of the LMA. Playboy is also entitled to receive excess royalties from the businesses licensed and operated by Byborg, on the terms and conditions set forth in the LMA.
In the fourth quarter of 2023, we began the sale of our art assets, and we have continued the sale of our art assets in 2024 and 2025.
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Since going public in 2021, we have yet to generate operating income from our core business operations and have incurred significant operating losses, including $12.1 million of operating losses for the six months ended June 30, 2025. We expect our capital expenditures and working capital requirements in 2025 to be largely consistent with 2024.
Although consequences of ongoing macroeconomic uncertainty could adversely affect our liquidity and capital resources in the future, and cash requirements may fluctuate based on the timing and extent of many factors, such as those discussed above, we believe our existing sources of liquidity will be sufficient to meet our obligations as they become due under the A&R Credit Agreement and our other obligations for at least one year following the date of the filing of this Quarterly Report on Form 10-Q. We may seek additional equity or debt financing in the future to satisfy capital requirements, respond to adverse changes in our circumstances or unforeseen events, or fund growth opportunities. However, in the event that additional financing is required from third-party sources, we may not be able to raise it on acceptable terms or at all.
Debt
On March 27, 2024, we entered into Amendment No. 2 to the A&R Credit Agreement (the “A&R Second Amendment), which provided for, among other things:
(a) the amendment of the Total Net Leverage Ratio covenant to (i) suspend testing of such covenant until the quarter ending June 30, 2026, (ii) adjust the Total Net Leverage Ratio financial covenant levels once the covenant testing is resumed, and (iii) add a mechanism for the Total Net Leverage Ratio to be eliminated permanently upon the satisfaction of certain prepayment-related conditions;
(b) the addition of a covenant to maintain a $7.5 million minimum balance of unrestricted cash and cash equivalents (on a consolidated basis), subject to periodic testing and certification, as well as the ability to cure a below-minimum balance, and which covenant will be in effect (i) from March 27, 2024 until March 31, 2026 and (ii) from and after the Financial Covenant Sunset Date; and
(c) that assignments of commitments or loans under the A&R Credit Agreement from existing lenders to certain eligible assignees under the A&R Credit Agreement (i.e. a commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933) and which extends credit or buys loans in the ordinary course of business) shall not require consent from us while the minimum cash balance financial covenant is in effect.
The other terms of the A&R Credit Agreement prior to the A&R Second Amendment remained substantially unchanged.
On November 11, 2024, we entered into Amendment No. 3 to the A&R Credit Agreement (the “A&R Third Amendment”).
The A&R Third Amendment provides for, among other things:
(a) reducing the outstanding aggregate term loan amounts under the facility from approximately $218.4 million to approximately $153.1 million in exchange for $28.0 million of Series B Convertible Preferred Stock, to be issued pursuant to an Exchange Agreement, dated November 11, 2024 (the “Exchange Agreement”), between the Company and the lenders party to the A&R Third Amendment;
(b) resetting the interest rate margin for both tranche A term loans under the A&R Credit Agreement (“Tranche A”) and tranche B term loans under the A&R Credit Agreement (“Tranche B”, and together with Tranche A, the “A&R Term Loans”) to the same applicable U.S Federal Reserve Secured Overnight Financing Rate (“SOFR”), plus a 0.10% credit spread adjustment, plus 6.25% (with corresponding changes necessary so that all but 1.00% of the interest rate margin can be paid in-kind); and
(c) applying amortization of 1% per year to all loans, which is to be paid quarterly starting in the fourth quarter of 2025.
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The other terms of the A&R Credit Agreement prior to the A&R Third Amendment remained substantially unchanged, and the new terms went into effect upon the closing of the Exchange Agreement and the issuance of the Series B Convertible Preferred Stock, which occurred on November 13, 2024. The Series B Convertible Preferred Stock was established pursuant to the filing of a Certificate of Designation with the state of Delaware, which certificate set forth the terms of the Series B Convertible Preferred Stock. Upon the filing of such certificate, we issued to the Lenders an aggregate of 28,000.00001 shares of Series B Convertible Preferred Stock with a stated value of $28.0 million. The Series B Convertible Preferred Stock includes a 12% annual dividend rate, which will commence accruing six months after the issuance date, which will be payable in cash or in-kind, solely at our discretion. We have the right to redeem for cash (at any time) or convert the Series B Convertible Preferred Stock at any time, provided that the five-day volume-weighted average price of our common stock is $1.50 or above, with a conversion price floor of $1.50 and a cap of $4.50. Refer to Note 13, Preferred Stock, within the notes to our audited consolidated financial statements set forth in our Annual Report on Form 10-K filed with the SEC on March 13, 2025, for further details in regards to the Series B Convertible Preferred Stock.
On March 12, 2025, we entered into Amendment No. 4 to the A&R Credit Agreement (the “A&R Fourth Amendment”). The A&R Fourth Amendment sets the total net leverage ratio levels applicable under the A&R Credit Agreement, once net leverage testing is resumed as of the quarter ending June 30, 2026. For the quarter ending June 30, 2026, the total net leverage ratio will be initially set at 9.00:1.00, reducing over time until the ratio reaches 7.75:1.00 for the quarter ending June 30, 2027 and any subsequent quarter. In the event we prepay at least $15 million of the principal debt under the A&R Credit Agreement, the total net leverage ratio levels are reduced such that they would be initially set at 7.75:1.00 for the quarter ending June 30, 2026, and would reduce over time until the ratio reaches 6.50:1.00 for the quarter ending June 30, 2027 and any subsequent quarter. The other terms of the A&R Credit Agreement prior to the A&R Fourth Amendment remain substantially unchanged.
The stated interest rate of each of Tranche A and Tranche B of the A&R Term Loans as of June 30, 2025 was 10.69%. The stated interest rate of each of Tranche A and Tranche B of the A&R Term Loans as of December 31, 2024 was 11.01%. The effective interest rate of Tranche A and Tranche B of the A&R Term Loans as of June 30, 2025 was 0.77% and 4.64%, respectively. The effective interest rate of Tranche A and Tranche B of the A&R Term Loans as of December 31, 2024 was 1.05% and 4.93%, respectively.
We were in compliance with applicable financial covenants under the terms of the A&R Credit Agreement and its amendments as of June 30, 2025 and December 31, 2024.
On August 11, 2025, we entered into a fifth amendment of the A&R Credit Agreement. Refer to Note 18, Subsequent Events, of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for further details.
Leases
Our principal lease commitments are for office space and operations under several noncancelable operating leases with contractual terms expiring through 2033. Some of these leases contain renewal options and rent escalations. As of June 30, 2025 and December 31, 2024, our fixed leases were $23.3 million and $25.5 million, respectively, with $7.0 million and $6.6 million due in the next 12 months, respectively. We also have certain finance lease obligations; however, those are not material to our liquidity or capital resources. For further information on our lease obligations, refer to Note 12, Commitments and Contingencies, of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Cash Flows
The following table summarizes our cash flows for the periods indicated (in thousands):
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
Net cash (used in) provided by: | |||||||||||||||||||||||
| Operating activities | $ | (11,507) | $ | (12,780) | $ | 1,273 | (10) | % | |||||||||||||||
| Investing activities | (177) | 328 | (505) | (154) | % | ||||||||||||||||||
| Financing activities | (114) | (215) | 101 | (47) | % | ||||||||||||||||||
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Cash Flows from Operating Activities
The decrease in net cash used in operating activities for the six months ended June 30, 2025, compared to the prior year comparable period, was primarily due to a reduction in net loss of $16.4 million, partly offset by changes in assets and liabilities that had a current period cash flow impact, such as $4.2 million of net changes in working capital and $10.9 million of changes in non-cash charges. The change in assets and liabilities, as compared to the prior year comparable period, was primarily driven by a $7.9 million decrease in deferred revenues primarily due to the timing of revenue recognition, a $3.1 million decrease in accounts payable due to the timing of payments, a $1.7 million lower decrease in inventories, net due to higher inventory turnover in the prior year comparative period as a result of a large sale in March 2024 that did not recur in 2025, a $1.3 million increase in contract assets primarily due to the nonrecurring impairment, modification or termination of certain trademark licensing contracts in the prior year comparative period, and a $1.6 million decrease in other assets and liabilities, partly offset by a $4.9 million decrease in other liabilities and accrued expenses, a $2.5 million increase in accrued agency fees and commissions primarily due to the accrual of a one-time settlement to pay current and future commissions to a licensing agent, a $2.3 million decrease in accounts receivable due to the timing of royalty collections, and a $1.7 million increase in operating lease liabilities. The change in non-cash charges, compared to the change in the prior year comparable period, was primarily driven by a $6.8 million decrease in the amortization of debt premium/discount and issuance costs due to the A&R Third Amendment, a $2.7 million decrease in depreciation and amortization, primarily due to the write-off of our internally developed software in 2024, a $1.5 million decrease in amortization of right-of-use assets, a $1.5 million decrease in stock-based compensation expense, and a $1.2 million decrease in impairment charges on our artwork held for sale and right of use assets related to our corporate leases, partly offset by a $1.8 million increase in capitalized paid-in-kind interest.
Cash Flows from Investing Activities
The decrease in net cash provided by investing activities for the six months ended June 30, 2025, compared to the prior year comparable period, was primarily due to a $1.3 million decrease in proceeds from the sale of our artwork, partly offset by a $0.8 million decrease in purchases of property and equipment.
Cash Flows from Financing Activities
The decrease in net cash used in financing activities for the six months ended June 30, 2025, compared to the prior year comparable period, was immaterial.
Contractual Obligations
For the six months ended June 30, 2025, there were no material changes to our contractual obligations from December 31, 2024, as disclosed in our audited consolidated financial statements included in our Annual Report on Form 10-K filed on March 13, 2025.
Critical Accounting Estimates
Our interim condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Estimates and judgments used in the preparation of our interim condensed consolidated financial statements are, by their nature, uncertain and unpredictable, and depend upon, among other things, many factors outside of our control, such as demand for our products, inflation, foreign currency exchange rates, economic conditions and other current and future events, such as the impact of public health crises and epidemics and global hostilities. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
During the six months ended June 30, 2025, there were no material changes to our critical accounting policies or in the methodology used for estimates from those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K filed with the SEC on March 13, 2025.
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Recent Accounting Pronouncements
Refer to Note 1, Basis of Presentation and Summary of Significant Accounting Policies, of the Notes to our Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to a variety of market and other risks, including the effects of changes in interest rates, inflation, and foreign currency exchange rates, as well as risks to the availability of funding sources, hazard events, and specific asset risks.
Interest Rate Risk
The market risk inherent in our financial instruments and our financial position represents the potential loss arising from adverse changes in interest rates. As of June 30, 2025 and December 31, 2024, we had cash of $19.6 million and $30.9 million, respectively, primarily held in interest-bearing deposit accounts for which the fair market value would be affected by changes in the general level of U.S. interest rates. As of June 30, 2025 and December 31, 2024, we had restricted cash of $2.1 million and $2.4 million, respectively, of which $0.6 million was held in interest-bearing deposit accounts. However, an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash and restricted cash and cash equivalents.
In order to maintain liquidity and fund business operations, our long-term A&R Term Loans are subject to a variable interest rate based on prime, federal funds, or SOFR. The nature and amount of our long-term debt can be expected to vary as a result of future business requirements, market conditions, and other factors. We may elect to enter into interest rate swap contracts to reduce the impact associated with interest rate fluctuations, but as of June 30, 2025, we have not entered into any such contracts.
As of June 30, 2025 and December 31, 2024, we had outstanding debt obligations of $158.5 million and $153.1 million, respectively, which accrued interest at a rate of 10.69% for Tranche A and Tranche B A&R Term Loans as of June 30, 2025. Based on the balance outstanding under our A&R Term Loans at June 30, 2025, we estimate that a 0.5% or 1% increase or decrease in underlying interest rates would increase or decrease annual interest expense by $0.8 million or $1.6 million, respectively, in any given fiscal year. See also our “Risk Factors—Risks Related to Our Business and Industry—Our variable rate debt subjects us to interest rate risk that could cause our debt service obligations to increase significantly.” included in Item 1A of our Annual Report on Form 10-K filed on March 13, 2025.
Foreign Currency Risk
We transact business in various foreign currencies and have significant international revenues, as well as costs denominated in foreign currencies other than the U.S. dollar, primarily the Australian dollar and Chinese renminbi. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, have in the past, and may in the future, negatively affect our revenue and other operating results as expressed in U.S. dollars. For the three months ended June 30, 2025 and 2024, we derived approximately 69% and 54%, respectively, of our revenue from international customers, out of which 45% and 46%, respectively, was denominated in foreign currency. For the six months ended June 30, 2025 and 2024, we derived approximately 67% and 52%, respectively, of our revenue from outside the United States, out of which 44% was denominated in foreign currency during both periods. We expect the percentage of revenue derived from outside the United States to increase in future periods as we continue to expand globally. Revenue and related expenses generated from our international operations (other than most international licenses) are denominated in the functional currencies of the corresponding country. The functional currency of our subsidiaries that either operate in or support these markets is generally the same as the corresponding local currency. The majority of our international licenses are denominated in U.S. dollars. The results of operations of, and certain of our intercompany balances associated with, our international operations are exposed to foreign exchange rate fluctuations. Upon consolidation, as exchange rates vary, our revenue and other operating results may differ materially from expectations, and we may record significant gains or losses on the remeasurement of intercompany balances. We do not have an active foreign exchange hedging program.
There are numerous factors impacting the amount by which our financial results are affected by foreign currency translation and transaction gains and losses resulting from changes in currency exchange rates, including, but not limited to, the volume of foreign currency-denominated transactions in a given period. Foreign currency transaction exposure from a 10% movement of currency exchange rates would have a material impact on our results, assuming no foreign currency hedging. For the three and six months ended June 30, 2025, we recorded an unrealized gain of $1.0 million and $0.3 million, respectively, which is included in accumulated other comprehensive loss as of June 30, 2025. This was primarily related to the change in the U.S. dollar against the Australian dollar during the three and six months ended June 30, 2025.
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Inflation Risk
Inflationary factors such as increases in the cost of our product and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations in recent periods, a high rate of inflation in the future may have an adverse effect on our ability to maintain or improve current levels of revenue, gross margin and selling and administrative expenses, or the ability of our customers to make discretionary purchases of our goods and services. See our “Risk Factors—Risks Related to Our Business and Industry—Our business depends on consumer purchases of discretionary goods and content, which can be negatively impacted during an economic downturn or periods of inflation. This could materially impact our sales, profitability and financial condition,” included in Item 1A of our Annual Report on Form 10-K filed on March 13, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting described below. However, after giving full consideration to such material weaknesses, and the additional analyses and other procedures that we performed to ensure that our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q were prepared in accordance with GAAP, our management has concluded that our condensed consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP.
Management has determined that the Company had the following material weaknesses in its internal control over financial reporting:
Control Environment, Risk Assessment, and Monitoring
We did not maintain appropriately designed entity-level controls impacting the control environment, risk assessment procedures, and effective monitoring controls to prevent or detect material misstatements to the condensed consolidated financial statements. These deficiencies were attributed to: (i) lack of structure and responsibility, insufficient number of qualified resources and inadequate oversight and accountability over the performance of controls, (ii) ineffective identification and assessment of risks impacting internal control over financial reporting, and (iii) ineffective evaluation and determination as to whether the components of internal control were present and functioning.
Control Activities and Information and Communication
These material weaknesses contributed to the following additional material weaknesses within certain business processes and the information technology environment:
•We did not fully design, implement and monitor general information technology controls in the areas of program change management, user access, and segregation of duties for systems supporting substantially all of the Company’s internal control processes. Accordingly, the Company did not have effective automated process-level controls, and manual controls that are dependent upon the information derived from the IT systems are also determined to be ineffective.
•We did not design and implement, and retain appropriate documentation of formal accounting policies, procedures and controls across substantially all of the Company’s business processes to achieve timely, complete, accurate financial accounting, reporting, and disclosures. Additionally, we did not design and implement controls at the corporate level at a sufficient level of precision to provide for the appropriate level of oversight of business process activities and related controls.
•We did not appropriately design and implement management review controls at a sufficient level of precision around complex accounting areas and disclosure including asset impairments, revenue contracts, income tax, stock-based compensation, lease, debt amendment and preferred stock accounting.
•We did not appropriately design and implement controls over the existence, accuracy, completeness, valuation and cutoff of inventory.
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Although these material weaknesses did not result in any material misstatement of our condensed consolidated financial statements for the periods presented, they could lead to a material misstatement of account balances or disclosures. Accordingly, management has concluded that these control deficiencies constitute material weaknesses.
Remediation Efforts
We continue to work on designing and implementing effective internal controls measures to improve our internal control over financial reporting and remediate the material weaknesses. Our internal control remediation efforts include the following:
•We hired additional qualified accounting resources to oversee risk assessment procedures and remedial actions over internal controls.
•We are in the process of reassessing and formalizing the design of certain accounting and information technology policies relating to security and change management controls.
•We engaged an outside firm to assist management with (i) reviewing our current processes, procedures, and systems and assessing the design of controls to identify opportunities to enhance the design of controls that would address relevant risks identified by management, and (ii) enhancing and implementing protocols to retain sufficient documentary evidence of operating effectiveness of such controls.
In addition to implementing and refining the above activities, we expect to engage in additional remediation activities in coming fiscal years, including:
•Continuing to enhance and formalize our accounting, business operations, and information technology policies, procedures, and controls to achieve complete, accurate, and timely financial accounting, reporting and disclosures.
•Establishing effective general controls over our accounting and operating systems to ensure that our automated process level controls and information produced and maintained in our IT systems is relevant and reliable.
•Designing and implementing controls that address the completeness and accuracy of underlying data used in the performance of controls over accounting transactions and disclosures.
•Enhancing policies and procedures to retain adequate documentary evidence for certain management review controls over certain business processes including precision of review and evidence of review procedures performed to demonstrate effective operation of such controls.
•Developing monitoring controls and protocols that will allow us to timely assess the design and the operating effectiveness of controls over financial reporting and make necessary changes to the design of controls, if any.
While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.
Changes in Internal Control over Financial Reporting
As described above, we are in the process of implementing changes to our internal control over financial reporting to remediate the material weaknesses described herein. There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute, assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting.
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Part II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are party to pending litigation and claims in connection with the ordinary course of our business. We make provisions for estimated losses to be incurred in such litigation and claims, including legal costs, and we believe such provisions are adequate. Refer to Note 12, Commitments and Contingencies—Legal Contingencies, of the Notes to our Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a summary of material legal proceedings, in addition to Part I, Item 3, “Legal Proceedings” of our Annual Report on Form 10-K filed with the SEC on March 13, 2025.
Item 1A. Risk Factors.
In addition to the other information set forth in this Quarterly Report on Form 10-Q, please carefully consider the risk factors described under the heading “Part I – Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Such risks described are not the only risks facing us. Additional risks and uncertainties not currently known to us, or that our management currently deems to be immaterial, also may adversely affect our business, financial condition and/or operating results. Other than as disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, there have been no material changes to the risk factors since their disclosure in our most recent Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the six months ended June 30, 2025, we did not repurchase any shares of our common stock as authorized pursuant to the 2022 Stock Repurchase Program, which was authorized by the Company’s board of directors on May 14, 2022.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Entry Into Lease Agreement
On August 11, 2025, Playboy Enterprises, Inc. (“PEI”), a Delaware corporation and a wholly owned subsidiary of the Company, entered into a triple net lease (the “Lease”) with RK Rivani LLC, a Florida limited liability company (the “Landlord”), pursuant to which, among other matters and on the terms and subject to the conditions set forth in the Lease, PEI will lease from the Landlord approximately 20,169 square feet of office space in Miami Beach, Florida, for the Company and its subsidiaries, for a term of 11 years (the “Term”), which will formally begin in approximately one year, following renovations of the office space. The Term may also be extended for two additional five-year periods.
The base rent under the Lease starts at $176,478.75 per month, beginning as of the seventh month of the first year of the Term, and escalates 3% per year during the Term, on the terms and subject to certain abatements set forth in the Lease. In addition to base rent, PEI is responsible for customary payments of its pro rata share of operating expenses and property taxes related to the leased office space. The Lease also requires the delivery by PEI to the Landlord of an irrevocable letter of credit in the initial amount of $2,843,829, and the Lease provides for a tenant improvement allowance from the Landlord of up to $2,420,280 to be applied against expected costs of the renovation of the office space.
The Landlord has the right to terminate the Lease upon any event of default under the Lease. Such events of default include, without limitation, a failure to pay amounts due after applicable notice and cure periods, certain bankruptcy or insolvency events, and the failure to comply with a variety of covenants after applicable notice and cure periods, including those related to the repair and maintenance, insurance and the security deposit.
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The Lease contains customary representations and covenants made by PEI to the Landlord. There are also certain restrictions on the ability of PEI to assign its interest in the Lease without having to obtain the Landlord’s prior consent, including requirements for the transferee (or its parent company) to satisfy certain financial metrics.
The foregoing summary of the Lease and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Lease filed herewith as Exhibit 10.3, which is incorporated herein by reference.
Fifth Amendment of A&R Credit Agreement
In connection with the Lease, on August 11, 2025, the Company also entered into Amendment No. 5 to the A&R Credit Agreement (the “A&R Fifth Amendment”). The A&R Fifth Amendment revises the definition of Consolidated EBITDA in the A&R Credit Agreement to allow for $2.4 million of non-cash rent expense related to the Lease to be added back when calculating such Consolidated EBITDA for applicable periods. The other terms of the A&R Credit Agreement prior to the A&R Fifth Amendment remain substantively unchanged. The foregoing summary of the A&R Fifth Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the A&R Fifth Amendment filed herewith as Exhibit 10.4, which is incorporated herein by reference.
No 10b5-1 Trading Plans or Changes to Director Nomination Procedures
No Rule 10b5‑1 plans or non-Rule 10b5-1 trading arrangements were adopted terminated
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Item 6. Exhibits.
| Exhibit No. | Description | |||||||
3.1 | Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2021) | |||||||
3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Playboy, Inc. (incorporated by reference to Exhibit 3.1 of Playboy’s Form 8-K filed with the SEC on June 25, 2025) | |||||||
3.3 | Certificate of Designation of the Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2024) | |||||||
3.4 | Second Amended and Restated Bylaws of Playboy, Inc. (incorporated by reference to Exhibit 3.2 of Playboy’s Form 8-K filed with the SEC on June 25, 2025) | |||||||
10.1 | Form of Retention Agreement of the Company, dated as of June 4, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on June 6, 2025) | |||||||
10.2 | Amended and Restated 2021 Equity and Incentive Compensation Plan of the Company, effective as of June 25, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on June 25, 2025) | |||||||
10.3*^ | Lease Agreement, dated August 11, 2025, by and between Playboy Enterprises, Inc. and RK Rivani LLC | |||||||
10.4* | Amendment No. 5 to Amended and Restated Credit and Guaranty Agreement, dated as of August 11, 2025, by and among the Company, Playboy Enterprises, Inc., each guarantor party thereto, the lenders party thereto, and DBD Credit Funding LLC, as the administrative agent and the collateral agent | |||||||
31.1* | Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated pursuant to the Securities Exchange Act of 1934, as amended | |||||||
31.2* | Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated pursuant to the Securities Exchange Act of 1934, as amended | |||||||
32.1** | Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
32.2** | Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 101 | The following financial information from Playboy, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) related notes (submitted electronically with this Quarterly Report on Form 10-Q) | |||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document (submitted electronically with this Quarterly Report on Form 10-Q) | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (submitted electronically with this Quarterly Report on Form 10-Q) | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (submitted electronically with this Quarterly Report on Form 10-Q) | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (submitted electronically with this Quarterly Report on Form 10-Q) | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document (submitted electronically with this Quarterly Report on Form 10-Q) | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (submitted electronically with this Quarterly Report on Form 10-Q) | |||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101 | |||||||
_____________________
* Filed herewith.
^ Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish to the SEC a copy of any omitted portions of the exhibit upon request.
** This certification is being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Playboy, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Playboy, Inc. | ||||||||
Date: August 12, 2025 | By: | /s/ Ben Kohn | ||||||
| Name: | Ben Kohn | |||||||
| Title: | Chief Executive Officer and President (principal executive officer) | |||||||
Date: August 12, 2025 | By: | /s/ Marc Crossman | ||||||
| Name: | Marc Crossman | |||||||
| Title: | Chief Financial Officer and Chief Operating Officer (principal financial officer and principal accounting officer) | |||||||
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FAQ
What were Playboy (PLBY) total revenues and net loss in Q2 2025?
Playboy reported $28.1 million in net revenues and a $7.7 million net loss for the three months ended June 30, 2025.
What is the Byborg licensing agreement and how much revenue does it guarantee?
The License & Management Agreement with Byborg, effective January 1, 2025, provides $20.0 million of minimum guaranteed royalties per year; Playboy recognized $5.0 million and $10.0 million in the three- and six-month periods, respectively.
How much cash and debt did Playboy have at June 30, 2025?
Playboy had approximately $19.6 million of unrestricted cash and cash equivalents and total debt, net of premium and issuance costs, of approximately $177.5 million as of June 30, 2025.
Is Playboy compliant with its credit agreement covenants?
Yes, Playboy stated it was in compliance with the covenants under its A&R Credit Agreement as of June 30, 2025, and noted Total Net Leverage Ratio testing is not required until the quarter ending June 30, 2026.
What litigation or contingent liabilities were disclosed by PLBY?
Material matters disclosed include an AVS-related court case with trial scheduled for September 29, 2025 and an arbitration with New Handong in Hong Kong; Playboy says it intends to defend these matters.
Plby Group Inc
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Aug 12, 2025
[8-K] Playboy, Inc. Reports Material Event
Aug 7, 2025
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Jul 18, 2025
[S-3] Playboy, Inc. Shelf Registration Statement
Jun 25, 2025
[8-K] PLBY Group, Inc. Reports Material Event
PLBY Stock Data
153.13M
55.33M
21.84%
37.22%
2.42%
Leisure
Retail-miscellaneous Retail
United States
LOS ANGELES