424B3

 

 

 

 

 

 

 

 

PROSPECTUS SUPPLEMENT NO. 1

(to prospectus dated April 20, 2022)

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-262201

 

https://cdn.kscope.io/866b25d4d8772513a3bb257748ba9c42-img127000916_0.jpg 

AdTheorent Holding Company, Inc.

 

Up to 76,713,193 Shares of Common Stock

Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants

Up to 5,432,237 Warrants

 

 

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 20, 2022 (the “Prospectus”), related to which consists of (i) up to 10,541,667 shares of Common Stock issuable upon the exercise of 10,541,667 warrants (the “Public Warrants”) originally issued in the initial public offering of MCAP Acquisition Corporation, a Delaware corporation (“MCAP”), by the holders thereof, and (ii) up to 5,432,237 shares of Common Stock issuable upon the exercise of 5,432,237 warrants (the “Private Warrants” and, together with the Public Warrants, the “Warrants”) originally issued in a private placement in connection with the initial public offering of MCAP with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on May 11, 2022 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

 

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

 

AdTheorent Holding Company, Inc.’s Common Stock is quoted on The Nasdaq Capital Market LLC (“Nasdaq”) under the symbol, “ADTH”. On May 10, 2022, the closing price of our Common Stock was $7.32.

 

See the section entitled “Risk Factors” beginning on page 7 of the Prospectus to read about factors you should consider before buying our securities.

 

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is May 11, 2022

 

 


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-40116

AdTheorent Holding Company, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

85-3978415

( State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

330 Hudson Street, 13th Floor

New York, New York

10013

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 804-1359

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common stock, par value $0.0001 per share

 

ADTH

 

The Nasdaq Stock Market

Warrants to purchase common stock

 

ADTHW

 

The Nasdaq Stock Market

 

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

 

Non-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 ☒

As of May 6, 2022, the registrant had 85,743,994 shares of common stock outstanding.

 

 

 

 


 

Table of Contents

 

 

 

Page

 

 

 

PART I.

FINANCIAL INFORMATION

3

 

 

 

Item 1.

Financial Statements (Unaudited)

3

 

Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021

3

 

Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2022 and 2021

4

 

Condensed Consolidated Statements of Equity for the three month periods ended March 31, 2022 and 2021

5

 

Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2022 and 2021

6

 

Notes to Unaudited Condensed Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

32

Item 4.

Controls and Procedures

32

 

 

 

PART II.

OTHER INFORMATION

32

 

 

 

Item 1.

Legal Proceedings

32

Item 1A.

Risk Factors

32

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33

Item 3.

Defaults Upon Senior Securities

33

Item 4.

Mine Safety Disclosures

33

Item 5.

Other Information

33

Item 6.

Exhibits

33

SIGNATURES

 

 

2


 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited).

 

ADTHEORENT HOLDING COMPANY, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

 

 

 

 

March 31, 2022

 

 

December 31, 2021

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

63,717

 

 

$

100,093

 

Accounts receivable, net

 

 

38,894

 

 

 

55,936

 

Income tax recoverable

 

 

93

 

 

 

95

 

Prepaid expenses

 

 

6,990

 

 

 

3,801

 

Total current assets

 

 

109,694

 

 

 

159,925

 

Property and equipment, net

 

 

478

 

 

 

409

 

Operating lease right-of-use assets

 

 

6,276

 

 

 

 

Investment in SymetryML Holdings

 

 

861

 

 

 

 

Customer relationships, net

 

 

7,831

 

 

 

8,986

 

Other intangible assets, net

 

 

6,986

 

 

 

7,608

 

Goodwill

 

 

34,842

 

 

 

35,778

 

Deferred income taxes, net

 

 

1,459

 

 

 

434

 

Other assets

 

 

365

 

 

 

402

 

Total assets

 

$

168,792

 

 

$

213,542

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

8,857

 

 

$

12,382

 

Accrued compensation

 

 

3,564

 

 

 

10,530

 

Accrued expenses

 

 

3,293

 

 

 

4,664

 

Operating lease liabilities, current

 

 

1,210

 

 

 

 

Total current liabilities

 

 

16,924

 

 

 

27,576

 

Revolver borrowings

 

 

 

 

 

39,017

 

SAFE Notes

 

 

 

 

 

2,950

 

Warrants

 

 

28,102

 

 

 

12,166

 

Seller's Earn-Out

 

 

42,737

 

 

 

18,081

 

Operating lease liabilities, non-current

 

 

6,990

 

 

 

 

Deferred rent

 

 

 

 

 

1,869

 

Total liabilities

 

 

94,753

 

 

 

101,659

 

Stockholders’ equity

 

 

 

 

 

 

Preferred Stock, $0.0001 per share, 20,000,000 shares authorized, no shares issued and outstanding as of March 31, 2022 and December 31, 2021

 

 

 

 

 

 

Common Stock, $0.0001 par value, 350,000,000 shares authorized and 85,743,994 shares issued and outstanding as of March 31, 2022 and December 31, 2021

 

 

9

 

 

 

9

 

Additional paid-in capital

 

 

73,258

 

 

 

70,778

 

Retained earnings

 

 

772

 

 

 

42,512

 

Total stockholders’ equity attributable to AdTheorent Holding Company, Inc.

 

 

74,039

 

 

 

113,299

 

Noncontrolling interests in consolidated subsidiaries

 

 

 

 

 

(1,416

)

Total stockholders' equity

 

 

74,039

 

 

 

111,883

 

Total liabilities and stockholders’ equity

 

$

168,792

 

 

$

213,542

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

3


 

ADTHEORENT HOLDING COMPANY, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Revenue

 

$

34,241

 

 

$

30,967

 

Operating expenses:

 

 

 

 

 

 

Platform operations

 

 

17,772

 

 

 

14,888

 

Sales and marketing

 

 

10,330

 

 

 

8,058

 

Technology and development

 

 

4,285

 

 

 

2,463

 

General and administrative

 

 

5,601

 

 

 

2,137

 

Total operating expenses

 

 

37,988

 

 

 

27,546

 

(Loss) income from operations

 

 

(3,747

)

 

 

3,421

 

Interest expense, net

 

 

(109

)

 

 

(600

)

Loss on change in fair value of Seller's Earn-Out

 

 

(24,656

)

 

 

 

Loss on change in fair value of warrants

 

 

(15,936

)

 

 

 

Gain on deconsolidation of SymetryML

 

 

1,939

 

 

 

 

Loss on change in fair value of SAFE Notes

 

 

(788

)

 

 

 

Other expense, net

 

 

(18

)

 

 

 

Total other expense, net

 

 

(39,568

)

 

 

(600

)

Net (loss) income before benefit (provision) for income taxes

 

 

(43,315

)

 

 

2,821

 

Benefit (provision) for income taxes

 

 

1,025

 

 

 

(988

)

Net (loss) income

 

$

(42,290

)

 

$

1,833

 

Less: Net loss attributable to noncontrolling interest

 

 

550

 

 

 

170

 

Net (loss) income attributable to AdTheorent Holding Company, Inc.

 

$

(41,740

)

 

$

2,003

 

Earnings per share:

 

 

 

 

 

 

     Basic

 

$

(0.49

)

 

$

0.03

 

     Diluted

 

$

(0.49

)

 

$

0.03

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

     Basic

 

 

85,743,994

 

 

 

59,853,506

 

     Diluted

 

 

85,743,994

 

 

 

60,297,546

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

4


 

ADTHEORENT HOLDING COMPANY, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(in thousands, except for number of shares)

(unaudited)

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Additional
Paid-in
Capital

 

 

Retained
Earnings

 

 

Noncontrolling
Interests

 

 

Total
Stockholders'
Equity

 

December 31, 2021

 

 

85,743,994

 

 

$

9

 

 

$

70,778

 

 

$

42,512

 

 

$

(1,416

)

 

 

111,883

 

Equity-based compensation

 

 

 

 

 

 

 

 

1,988

 

 

 

 

 

 

 

 

 

1,988

 

Seller's Earn-Out equity-based compensation

 

 

 

 

 

 

 

 

492

 

 

 

 

 

 

 

 

 

492

 

Conversion of SAFE Notes into SymetryML Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,938

 

 

 

3,938

 

SymetryML Preferred Stock Issuance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

400

 

 

 

400

 

Deconsolidation of SymetryML Holdings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,372

)

 

 

(2,372

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

(41,740

)

 

 

(550

)

 

 

(42,290

)

March 31, 2022

 

 

85,743,994

 

 

$

9

 

 

$

73,258

 

 

$

772

 

 

$

 

 

$

74,039

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Additional
Paid-in
Capital

 

 

Retained
Earnings

 

 

Noncontrolling
Interests

 

 

Total
Stockholders'
Equity

 

December 31, 2020

 

 

59,853,276

 

 

$

6

 

 

$

45,584

 

 

$

16,309

 

 

$

(632

)

 

 

61,267

 

Equity-based compensation

 

 

 

 

 

 

 

 

164

 

 

 

 

 

 

 

 

 

164

 

Exercises of options

 

 

20,645

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

10

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

2,003

 

 

 

(170

)

 

 

1,833

 

March 31, 2021

 

 

59,873,921

 

 

$

6

 

 

$

45,758

 

 

$

18,312

 

 

$

(802

)

 

$

63,274

 

 

See accompanying notes to condensed consolidated financial statements.

5


 

ADTHEORENT HOLDING COMPANY, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Cash flows from operating activities

 

 

 

 

 

 

Net (loss) income

 

$

(42,290

)

 

$

1,833

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

 

 

Provision for bad debt

 

 

94

 

 

 

2

 

Amortization expense

 

 

2,044

 

 

 

2,067

 

Depreciation expense

 

 

44

 

 

 

35

 

Amortization of debt issuance costs

 

 

14

 

 

 

40

 

Loss on change in fair value of Seller's Earn-Out

 

 

24,656

 

 

 

 

Loss on change in fair value of warrants

 

 

15,936

 

 

 

 

Gain on deconsolidation of SymetryML

 

 

(1,939

)

 

 

 

Loss on change in fair value of SAFE Notes

 

 

788

 

 

 

 

Deferred tax benefit

 

 

(1,025

)

 

 

(581

)

Equity-based compensation

 

 

1,988

 

 

 

164

 

Seller's Earn-Out equity-based compensation

 

 

492

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

16,948

 

 

 

14,567

 

Income taxes recoverable

 

 

2

 

 

 

84

 

Prepaid expenses and other assets

 

 

(2,940

)

 

 

(59

)

Accounts payable

 

 

(3,530

)

 

 

(4,600

)

Accrued expenses and other liabilities

 

 

(8,452

)

 

 

(5,126

)

Net cash provided by operating activities

 

 

2,830

 

 

 

8,426

 

Cash flows from investing activities

 

 

 

 

 

 

Capitalized software development costs

 

 

(626

)

 

 

(554

)

Purchase of property and equipment

 

 

(94

)

 

 

(40

)

Decrease in cash from deconsolidation of SymetryML

 

 

(69

)

 

 

 

Net cash used in investing activities

 

 

(789

)

 

 

(594

)

Cash flows from financing activities

 

 

 

 

 

 

Cash received for exercised options

 

 

 

 

 

10

 

Payment of revolver borrowings

 

 

(39,017

)

 

 

 

Proceeds from SAFE Notes

 

 

200

 

 

 

275

 

Proceeds from SymetryML preferred stock issuance

 

 

400

 

 

 

 

Payment of term loan

 

 

 

 

 

(606

)

Net cash used in financing activities

 

 

(38,417

)

 

 

(321

)

Net (decrease) increase in cash and cash equivalents

 

 

(36,376

)

 

 

7,511

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

100,093

 

 

 

16,767

 

Cash, cash equivalents and restricted cash at end of period

 

$

63,717

 

 

$

24,278

 

Cash and cash equivalents

 

 

63,717

 

 

 

24,179

 

Restricted cash

 

 

 

 

 

99

 

Cash, cash equivalents and restricted cash at end of period

 

$

63,717

 

 

$

24,278

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Increase in lease liabilities from obtaining right-of-use assets - ASC 842 adoption

 

$

8,376

 

 

 

 

Non-cash investing and financial activities

 

 

 

 

 

 

Capitalized software and property and equipment, net included in accounts payable

 

$

53

 

 

$

9

 

 

See accompanying notes to condensed consolidated financial statements.

6


 

ADTHEORENT HOLDING COMPANY, INC AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except shares/units and per share/unit data)

(unaudited)

1.
DESCRIPTION OF BUSINESS

AdTheorent Holding Company Inc. and its subsidiaries (the “Company”, “AdTheorent”), is a digital media platform which focuses on performance-first, privacy-forward methods to execute programmatic digital advertising campaigns, serving both advertising agency and brand customers. The Company uses machine learning and advanced data science to organize, analyze and operationalize non-sensitive data to deliver real-world value for customers. Central to its ad-targeting and campaign optimization methods, the Company builds custom machine learning models for each campaign using historic and real-time data to predict future consumer conversion actions for every digital ad impression. The Company’s machine learning models are customized for every campaign and the platform “learns” over the course of each campaign as it processes more data related to post media view conversion experience. AdTheorent is a Delaware corporation headquartered in New York, New York.

 

2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operations of the Company. All intercompany transactions have been eliminated in consolidation.

 

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company's financial position as of March 31, 2022 and for the three months ended March 31, 2022. The Condensed Consolidated Balance Sheet as of December 31, 2021, has been derived from the Company's audited consolidated financial statements as of that date. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, which include a complete set of footnote disclosures, including the Company's significant accounting policies. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Retroactive Application of Recapitalization

As discussed in Note 3 – Business Combination included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, the business combination that occurred on December 22, 2021 (“Business Combination”) was accounted for as a reverse recapitalization ("Reverse Recapitalization") of equity structure, whereby at the Closing of the Business Combination, the outstanding Class A, B and C units of AdTheorent Holding Company, LLC, a Delaware limited liability company (“Legacy AdTheorent”) and the outstanding stock options and Restricted Interest Units of Legacy AdTheorent were exchanged for the Company’s Common Stock and equity awards using a ratio (“Exchange Ratio”) of 1.376 and 1.563, respectively. Accordingly, pursuit to GAAP, the Condensed Consolidated Financial Statements and the related notes have been recast and are presented on an if-converted basis using the respective Exchange Ratio. In addition, the Exchange Ratio is utilized for calculating earnings per share in all prior periods presented.

Summary of Significant Accounting Policies

There have been no material changes in the Company's significant accounting policies during the three months-ended March 31, 2022, as compared to the significant accounting policies described in Note 2 to the Consolidated Financial Statements for the year ended December 31, 2021, except as detailed below.

Leases

The Company adopted Accounting Standards Codification ("ASC") Topic 842, Leases (“ASC 842”) on January 1, 2022 using the cumulative effect transition method for leases in existence as of the date of adoption. The reported results for 2022 reflect the application of ASC 842 guidance while the reported results for 2021 were prepared under the previous guidance of ASC 840, Leases (“ASC 840”). The adoption of ASC 842 represents a change in accounting principle that

7


 

recognizes right-of-use (“ROU”) assets and lease liabilities arising from all leases based on the present value of future minimum lease payments over the lease term. Consistent with ASC 840, lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company’s adoption of ASC 842 had no impact on the Condensed Consolidated Statements of Operations or the Condensed Consolidated Statement of Cash Flows.

The Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which allows for the following: (i) to carry forward the historical lease classification, (ii) not to reassess whether any existing contract contains a lease and (iii) not to reassess initial direct costs for existing leases.

The Company categorizes leases at their inception as either operating or finance leases. Operating leases are classified as non-current operating lease right-of-use assets and current and non-current operating lease liabilities on the Condensed Consolidated Balance Sheet. The Company does not have any finance leases as of March 31, 2022.

Adoption of ASC 842 resulted in the recognition of operating right-of-use assets of $6,507, along with associated operating lease liabilities of $8,376 as of January 1, 2022. The difference between the operating lease ROU assets and total operating lease liabilities is the reclassification of previously recognized deferred rent liabilities against operating lease ROU assets. The adoption of ASC 842 did not result in an adjustment to retained earnings and it did not impact the Company's deferred tax assets or liabilities.

The Company’s operating leases are primarily for real property in support of its business operations. Although the Company's leases may contain renewal options, the Company is generally not reasonably certain to exercise these options at the commencement date. Accordingly, renewal options are generally not included in the lease term for determining the ROU asset and lease liability at commencement.

The Company has elected to account for lease components and non-lease components as a single lease component. Payments to lessors for reimbursement of real estate taxes, common area maintenance costs or insurance as applicable are generally variable in nature and are also expensed as incurred as variable lease costs and not included in the right-of-use assets or lease liabilities.

Variable lease payment amounts that cannot be determined at lease commencement such as increases in lease payments based on changes in index rates or usage, are not included in the right-of-use assets or liabilities. Such variable payments are expensed as incurred.

Discount rates are determined based on the Company’s incremental borrowing rate as the Company’s leases generally do not provide an implicit rate.

See Note 21 – Leases for further details.

Fair Value Option Investments

The fair value option provides an option to elect fair value as an alternative measurement for selected financial instruments. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument-by-instrument basis and must be applied to an entire instrument and is irrevocable once elected. The Company has investments in the common stock of SymetryML Holdings, LLC (“SymetryML Holdings”) for which it has the ability to exercise significant influence. The Company has made an irrevocable election to account for those investments at fair value. Estimating the fair values of these investments requires significant judgment regarding of the assumptions that market participants would use in pricing those assets.

 

The fair value measurements involve significant unobservable inputs, which include total equity value of SymetryML, volatility, risk-free rate, equity holder required rate of return, and discount for lack of marketability (“DLOM”). The total equity value of SymetryML was calculated using the Backsolve Method under the Market Approach. The volatility was based on guideline public companies and adjusted for differences in size and leverage. The risk-free rate was based on U.S. Treasury securities with a term commensurate with the time to exit. The equityholder required rate of return was based on private equity and venture capital rate of return studies. The DLOM was estimated based on put option models and series volatility.

See Note 20 – SymetryML and SymetryML Holdings for further details.

8


 

Liquidity

As of March 31, 2022, the Company had cash of $63,717 and working capital, consisting of current assets, less current liabilities, of $92,770. The Company believes its existing cash and cash flow from operations will be sufficient to meet the Company’s working capital requirements for at least the next 12 months.

Emerging Growth Company

From time to time, new accounting pronouncements, or Accounting Standard Updates (“ASU”) are issued by the Financial Accounting Standards Board ("FASB"), or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.

The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU No. 2016-02, Leases (Topic 842)

In February 2016, the FASB issued ASC 842, which sets out the principles for the recognition, measurement, and presentation of all leases on the balance sheet as well as provides for additional lease disclosure requirements. The Company adopted ASC 842 on January 1, 2022 using the cumulative effect transition method for leases in existence as of the date of adoption. See above for the Company's accounting policy for leases under ASC 842 and the impact from adoption.

ASU No. 2020-04, Reference Rate Reform (Topic 848)

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), subsequently clarified in January 2021 by ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). The main provisions of this update provide optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company adopted ASU 2020-04 on January 1, 2022. The adoption did not have a material effect on the Company's Condensed Consolidated Financial Statements.

Accounting Pronouncements Issued Not Yet Adopted

ASU No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (Topic 740)

 

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”), which is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 simplifies accounting guidance for intra-period allocations, deferred tax liabilities, year-to-date losses in interim periods, franchise taxes, step-up in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on the Condensed Consolidated Financial Statements.

9


 

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326)

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on the Condensed Consolidated Financial Statements.

 

3.
REVENUE RECOGNITION

ASC 606, Revenue from Contracts with Customers

Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company measures revenue based on the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation.

The Company’s revenue streams include Managed Programmatic revenue and Direct Access revenue. Direct Access revenue is new to the market and not yet material to the Company from a financial reporting perspective.

The Company has elected to expense the costs to obtain or fulfill a contract as incurred because the amortization period of the asset that the Company otherwise would have recognized is one year or less. Therefore, there were no contract cost assets recognized as of March 31, 2022 or December 31, 2021.

The Company has elected not to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period for performance obligations with a remaining performance obligation that is part of a contract that has an original expected duration of one year or less.

Contract assets and contract liabilities related to the Company’s revenue streams were not significant to these Condensed Consolidated Financial Statements.

Receivables related to revenue from contracts with customers are described in Note 4— Accounts Receivable, Net.

4.
ACCOUNTS RECEIVABLE, net

Accounts receivable, net consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Accounts receivables

 

 

38,957

 

 

 

56,180

 

Other receivables

 

 

396

 

 

 

121

 

 

 

 

39,353

 

 

 

56,301

 

Less: allowance for doubtful accounts

 

 

(459

)

 

 

(365

)

Accounts receivable, net

 

 

38,894

 

 

 

55,936

 

 

The provision for bad debt expense on accounts receivable was $94 and $2 for the three months ended March 31, 2022 and 2021, respectively.

 

10


 

The following table presents changes in the allowance for doubtful accounts:

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Beginning balance

 

$

365

 

 

$

457

 

Reserve for doubtful accounts

 

 

100

 

 

 

89

 

Write-offs, net of recoveries

 

 

(6

)

 

 

(98

)

Ending balance

 

$

459

 

 

$

448

 

 

5.
PREPAID EXPENSES

Prepaid expenses consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Income taxes

 

$

3,047

 

 

$

2,683

 

Insurance

 

 

2,453

 

 

 

 

Software

 

 

658

 

 

 

747

 

Other

 

 

832

 

 

 

371

 

Total

 

$

6,990

 

 

$

3,801

 

 

6.
PROPERTY AND EQUIPMENT, Net

Property and Equipment, net consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Computers and equipment

 

$

859

 

 

$

798

 

Less: accumulated depreciation

 

 

(381

)

 

 

(389

)

Total

 

$

478

 

 

$

409

 

 

Depreciation expense on Property and Equipment was $44 and $35 for the three months ended March 31, 2022 and 2021, respectively.

7.
INTANGIBLE ASSETS, Net

Intangible assets, net consisted of the following:

 

 

 

 

 

March 31, 2022

 

 

 

Remaining Weighted Average Useful Life (in years)

 

 

Gross amount

 

 

Accumulated amortization

 

 

Net carrying amount

 

Software

 

 

 

 

$

6,038

 

 

$

(6,038

)

 

$

 

Capitalized software costs

 

 

1.0

 

 

 

8,021

 

 

 

(5,867

)

 

 

2,154

 

Customer relationships

 

 

1.8

 

 

 

31,492

 

 

 

(23,661

)

 

 

7,831

 

Trademarks/tradename

 

 

4.8

 

 

 

10,195

 

 

 

(5,363

)

 

 

4,832

 

Total

 

 

 

 

$

55,746

 

 

$

(40,929

)

 

$

14,817

 

 

11


 

 

 

 

 

 

December 31, 2021

 

 

 

Remaining Weighted Average Useful Life (in years)

 

 

Gross amount

 

 

Accumulated amortization

 

 

Net carrying amount

 

Software

 

 

1.0

 

 

$

9,124

 

 

$

(8,653

)

 

$

471

 

Capitalized software costs

 

 

1.0

 

 

 

7,366

 

 

 

(5,335

)

 

 

2,031

 

Customer relationships

 

 

2.0

 

 

 

31,726

 

 

 

(22,740

)

 

 

8,986

 

Trademarks/tradename

 

 

5.0

 

 

 

10,240

 

 

 

(5,134

)

 

 

5,106

 

Total

 

 

 

 

$

58,456

 

 

$

(41,862

)

 

$

16,594

 

 

Amortization expense was included in the Company’s Condensed Consolidated Statements of Operations as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Platform operations

 

$

532

 

 

$

608

 

Sales and marketing

 

 

1,370

 

 

 

1,380

 

Technology and development

 

 

140

 

 

 

 

General and administrative

 

 

2

 

 

 

79

 

   Total

 

$

2,044

 

 

$

2,067

 

 

Amortization expense for Capitalized software costs for the three months ended March 31, 2022 and 2021 was $532 and $479, respectively.

 

Estimated future amortization of intangible assets as of March 31, 2022 is as follows:

 

 

 

As of March 31, 2022

 

Remainder of 2022

 

$

5,401

 

2023

 

 

6,318

 

2024

 

 

1,058

 

2025

 

 

1,016

 

2026

 

 

1,016

 

Thereafter

 

 

8

 

 

8.
GOODWILL

 

Balance as of December 31, 2021

 

$

35,778

 

Deconsolidation of SymetryML

 

 

(936

)

Balance as of March 31, 2022

 

$

34,842

 

 

9.
ACCRUED EXPENSES

Accrued expenses consisted of the following:

 

 

 

March 31, 2022

 

 

December 31, 2021

 

Campaign costs

 

$

1,486

 

 

$

2,718

 

Professional services

 

 

539

 

 

 

648

 

Deferred revenues

 

 

397

 

 

 

207

 

Sales and use taxes

 

 

11

 

 

 

233

 

Other

 

 

860

 

 

 

858

 

Total

 

$

3,293

 

 

$

4,664

 

 

12


 

10.
DEBT

On December 22, 2021, the Company entered into a senior secured credit facilities credit agreement (the “Senior Secured Agreement”) with SVB. The Company is subject to customary representations, warranties, and covenants. The Senior Secured Agreement requires that the Company meet certain financial and non-financial covenants which include, but are not limited to, (i) delivering audited consolidated financial statements to the lender within 90 days after year-end commencing with the fiscal year ending December 31, 2022 financial statements, (ii) delivering unaudited quarterly consolidated financial statements within 45 days after each fiscal quarter, commencing with the quarterly period ending on March 31, 2022 and (iii) maintaining certain leverage ratios and liquidity coverage ratios. As of March 31, 2022, the Company was in full compliance with the terms of the Senior Secured Agreement.

As of March 31, 2022 and December 31, 2021, the Company had one letter of credit for approximately $983. As of December 31, 2021 the remainder of $39,017 was drawn on the revolving credit facility. The total amount drawn as of December 31, 2021 was repaid in January 2022. As of March 31, 2022 there were no amounts drawn on the revolving credit facility.

11.
SAFE NOTES

During the three months ended March 31, 2022 and 2021, the Company raised $200 and $275, respectively, to fund Symetry operations, by entering into Simple Agreements for Future Equity Notes (“SAFE Notes”) with several parties. The SAFE Notes resulted in cash proceeds to the Company in exchange for the right to stock of SymetryML, Inc, ("SymetryML") a subsidiary of the Company, or cash at a future date in the occurrence of certain events, as detailed in the Company’s 10-K.

The SAFE Notes were classified as marked-to-market liabilities pursuant to ASC 480, Distinguishing Liabilities from Equity. The fair value of the SAFE Notes was determined to be $3,938 as of March 31, 2022 representing a recognized loss of $788 due to the change in fair value of the SAFE Notes during the period. There was no change in fair value of the SAFE Notes as of March 31, 2021.

As a result of the series seed preferred financing transaction described in Note 20 – SymetryML and SymetryML Holdings, all outstanding SAFE Notes converted to series seed preferred stock in SymetryML, Inc. on March 31, 2022 in accordance with the existing terms of the SAFE Notes. As described in Note 20 – SymetryML and SymetryML Holdings.

12.
INCOME TAXES

For the three months ended March 31, 2022 and 2021, the Company recorded an income tax benefit (provision) of $1,025 and ($988), respectively. The annual effective income tax rates before discrete items (“AETR”) for the three months ended March 31, 2022 and 2021 was 33.0% and 35.1%, respectively. The AETR for the three months ended March 31, 2022 was more than the statutory rate of 21% primarily due to state and local income taxes, meals and entertainment, and executive equity-based compensation not deductible for tax purposes. Additionally, the Company did not include any fair value adjustments not reasonably estimable for the full year in the calculation of its AETR as we cannot project the full-year impact of these specific items. Refer to Note 15 – Seller's Earn-out and Note 16 – Warrants for further detail on fair value adjustments for the Seller's Earn-Out and warrant liabilities, respectively.

As of each reporting date, the Company considers new evidence, both positive and negative, that could impact its view with regard to future realization of deferred tax assets. As of March 31, 2022, the Company had not recorded a valuation allowance on the Company's deferred tax assets after considering all of the available evidence. As of December 31, 2021, a valuation allowance was previously recorded on the deferred tax assets of SymetryML, however, as of March 31, 2022, SymetryML was deconsolidated from the Company. Refer to Note 19 – Noncontrolling Interests for further detail.

 

13.
EQUITY-BASED COMPENSATION

 

Equity Award Activity

 

For the three months ended March 31, 2022, there were no stock options granted, exercised, or forfeited.

 

On March 11, 2022, the Company granted 3,287,721 RSUs at a fair value of $9.57 per share to employees and Board members. The vesting conditions for the RSUs are a mix of time-based and performance-based vesting conditions. The RSUs with performance-based vesting conditions are based on achievement of revenue or certain annual Adjusted Earnings Before Interest, Income Tax, Depreciation and Amortization (“Adjusted EBITDA”) targets. Compensation expense of $477 was

13


 

recognized on the RSUs in the three months ended March 31, 2022 for service based awards. No compensation expense has been recognized on the RSUs with performance-based vesting conditions for the three months ended March 31, 2022 on the basis that achievement of the specified performance targets is not yet considered probable to be met. No restricted stock units were exercised or forfeited during this period.

 

Equity-Based Compensation Expense

 

The following table summarizes the total equity-based compensation expense included in the Condensed Consolidated Statements of Operations:

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Platform operations

 

$

262

 

 

$

 

Sales and marketing

 

 

578

 

 

 

 

Technology and development

 

 

382

 

 

 

 

General and administrative

 

 

766

 

 

 

164

 

Total equity-based compensation expense

 

$

1,988

 

 

$

164

 

 

As of March 31, 2022, there was approximately $237 of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of 0.82 years.

As of March 31, 2022, there was $26,249 of total unrecognized compensation expense related to the RSUs, which is expected to be recognized over a weighted average period of 2.74 years.