|
|
|
|
|
|
PROSPECTUS SUPPLEMENT NO. 4 (to prospectus dated April 20, 2022) |
Filed Pursuant to Rule 424(b)(3) |
||||
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 November 10, 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 November 9, 2022, the closing price of our Common Stock was $2.22.
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 November 10, 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 September 30, 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 |
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 November 7, 2022, the registrant had 86,902,337 shares of common stock outstanding.
Table of Contents
|
|
Page |
|
|
|
PART I. |
2 |
|
|
|
|
Item 1. |
2 |
|
|
Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 |
2 |
|
1 |
|
|
2 |
|
|
4 |
|
|
Notes to Unaudited Condensed Consolidated Financial Statements |
5 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
20 |
Item 3. |
32 |
|
Item 4. |
32 |
|
|
|
|
PART II. |
33 |
|
|
|
|
Item 1. |
33 |
|
Item 1A. |
33 |
|
Item 2. |
34 |
|
Item 3. |
34 |
|
Item 4. |
34 |
|
Item 5. |
34 |
|
Item 6. |
34 |
|
|
||
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)
|
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
67,842 |
|
|
$ |
100,093 |
|
Accounts receivable, net |
|
|
42,593 |
|
|
|
55,936 |
|
Income tax recoverable |
|
|
99 |
|
|
|
95 |
|
Prepaid expenses |
|
|
4,179 |
|
|
|
3,801 |
|
Total current assets |
|
|
114,713 |
|
|
|
159,925 |
|
Property and equipment, net |
|
|
572 |
|
|
|
409 |
|
Operating lease right-of-use assets |
|
|
5,992 |
|
|
|
— |
|
Investment in SymetryML Holdings |
|
|
812 |
|
|
|
— |
|
Customer relationships, net |
|
|
5,594 |
|
|
|
8,986 |
|
Other intangible assets, net |
|
|
6,804 |
|
|
|
7,608 |
|
Goodwill |
|
|
34,842 |
|
|
|
35,778 |
|
Deferred income taxes, net |
|
|
5,889 |
|
|
|
434 |
|
Other assets |
|
|
369 |
|
|
|
402 |
|
Total assets |
|
$ |
175,587 |
|
|
$ |
213,542 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
8,479 |
|
|
$ |
12,382 |
|
Accrued compensation |
|
|
4,415 |
|
|
|
10,530 |
|
Accrued expenses |
|
|
3,361 |
|
|
|
4,664 |
|
Operating lease liabilities, current |
|
|
1,270 |
|
|
|
— |
|
Total current liabilities |
|
|
17,525 |
|
|
|
27,576 |
|
Revolver borrowings |
|
|
— |
|
|
|
39,017 |
|
SAFE Notes |
|
|
— |
|
|
|
2,950 |
|
Warrants |
|
|
3,905 |
|
|
|
12,166 |
|
Seller's Earn-Out |
|
|
2,417 |
|
|
|
18,081 |
|
Operating lease liabilities, non-current |
|
|
6,518 |
|
|
|
— |
|
Deferred rent |
|
|
— |
|
|
|
1,869 |
|
Total liabilities |
|
|
30,365 |
|
|
|
101,659 |
|
Stockholders’ equity |
|
|
|
|
|
|
||
Preferred Stock, $0.0001 per share, 20,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021 |
|
|
— |
|
|
|
— |
|
Common Stock, $0.0001 par value, 350,000,000 shares authorized; 86,691,430 and 85,743,994 shares issued and outstanding as of September 30, 2022 and December 31, 2021 |
|
|
9 |
|
|
|
9 |
|
Additional paid-in capital |
|
|
80,939 |
|
|
|
70,778 |
|
Retained earnings |
|
|
64,274 |
|
|
|
42,512 |
|
Total stockholders’ equity attributable to AdTheorent Holding Company, Inc. |
|
|
145,222 |
|
|
|
113,299 |
|
Noncontrolling interests in consolidated subsidiaries |
|
|
— |
|
|
|
(1,416 |
) |
Total stockholders' equity |
|
|
145,222 |
|
|
|
111,883 |
|
Total liabilities and stockholders’ equity |
|
$ |
175,587 |
|
|
$ |
213,542 |
|
See accompanying notes to condensed consolidated financial statements.
ADTHEORENT HOLDING COMPANY, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Revenue |
|
$ |
37,584 |
|
|
$ |
39,534 |
|
|
$ |
114,301 |
|
|
$ |
110,368 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Platform operations |
|
|
19,581 |
|
|
|
19,217 |
|
|
|
58,207 |
|
|
|
52,368 |
|
Sales and marketing |
|
|
11,127 |
|
|
|
9,209 |
|
|
|
32,540 |
|
|
|
25,689 |
|
Technology and development |
|
|
3,955 |
|
|
|
2,913 |
|
|
|
12,393 |
|
|
|
8,046 |
|
General and administrative |
|
|
4,729 |
|
|
|
3,073 |
|
|
|
15,433 |
|
|
|
13,187 |
|
Total operating expenses |
|
|
39,392 |
|
|
|
34,412 |
|
|
|
118,573 |
|
|
|
99,290 |
|
(Loss) income from operations |
|
|
(1,808 |
) |
|
|
5,122 |
|
|
|
(4,272 |
) |
|
|
11,078 |
|
Interest income (expense), net |
|
|
97 |
|
|
|
(598 |
) |
|
|
(59 |
) |
|
|
(1,808 |
) |
Gain on change in fair value of Seller's Earn-Out |
|
|
2,901 |
|
|
|
— |
|
|
|
15,664 |
|
|
|
— |
|
Gain on change in fair value of warrants |
|
|
5,674 |
|
|
|
— |
|
|
|
8,261 |
|
|
|
— |
|
Gain on deconsolidation of SymetryML |
|
|
— |
|
|
|
— |
|
|
|
1,939 |
|
|
|
— |
|
Loss on change in fair value of SAFE Notes |
|
|
— |
|
|
|
— |
|
|
|
(788 |
) |
|
|
— |
|
Loss on fair value of investment in SymetryML Holdings |
|
|
(39 |
) |
|
|
— |
|
|
|
(49 |
) |
|
|
— |
|
Other (expense) income, net |
|
|
(5 |
) |
|
|
— |
|
|
|
(24 |
) |
|
|
20 |
|
Total other income (expense), net |
|
|
8,628 |
|
|
|
(598 |
) |
|
|
24,944 |
|
|
|
(1,788 |
) |
Net income before (provision) benefit for income taxes |
|
|
6,820 |
|
|
|
4,524 |
|
|
|
20,672 |
|
|
|
9,290 |
|
(Provision) benefit for income taxes |
|
|
(1,095 |
) |
|
|
(1,569 |
) |
|
|
540 |
|
|
|
(3,141 |
) |
Net income |
|
$ |
5,725 |
|
|
$ |
2,955 |
|
|
$ |
21,212 |
|
|
$ |
6,149 |
|
Less: Net loss attributable to noncontrolling interest |
|
|
— |
|
|
|
198 |
|
|
|
550 |
|
|
|
539 |
|
Net income attributable to AdTheorent Holding Company, Inc. |
|
$ |
5,725 |
|
|
$ |
3,153 |
|
|
$ |
21,762 |
|
|
$ |
6,688 |
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.07 |
|
|
$ |
0.05 |
|
|
$ |
0.25 |
|
|
$ |
0.11 |
|
Diluted |
|
$ |
0.06 |
|
|
$ |
0.05 |
|
|
$ |
0.23 |
|
|
$ |
0.10 |
|
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
86,492,025 |
|
|
|
59,882,523 |
|
|
|
86,003,514 |
|
|
|
59,882,523 |
|
Diluted |
|
|
92,122,421 |
|
|
|
66,971,147 |
|
|
|
92,885,851 |
|
|
|
64,795,030 |
|
See accompanying notes to condensed consolidated financial statements.
ADTHEORENT HOLDING COMPANY, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except for number of shares)
(unaudited)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Shares |
|
|
Amount |
|
|
Additional |
|
|
Retained |
|
|
Noncontrolling |
|
|
Total |
|
||||||
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 |
|
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
3,856 |
|
|
|
— |
|
|
|
— |
|
|
|
3,856 |
|
Seller's Earn-Out equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
499 |
|
|
|
— |
|
|
|
— |
|
|
|
499 |
|
Exercises of options |
|
|
355,629 |
|
|
|
— |
|
|
|
183 |
|
|
|
— |
|
|
|
— |
|
|
|
183 |
|
Exercises of warrants |
|
|
10 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Transaction cost adjustment |
|
|
|
|
|
|
|
|
55 |
|
|
|
|
|
|
|
|
|
55 |
|
||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
57,777 |
|
|
|
— |
|
|
|
57,777 |
|
June 30, 2022 |
|
|
86,099,633 |
|
|
$ |
9 |
|
|
$ |
77,851 |
|
|
$ |
58,549 |
|
|
$ |
— |
|
|
$ |
136,409 |
|
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
2,783 |
|
|
|
— |
|
|
|
— |
|
|
|
2,783 |
|
Seller's Earn-Out equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
373 |
|
|
|
— |
|
|
|
— |
|
|
|
373 |
|
Exercises of options |
|
|
244,922 |
|
|
|
— |
|
|
|
163 |
|
|
|
— |
|
|
|
— |
|
|
|
163 |
|
Vesting of restricted stock, net of shares withheld for taxes |
|
|
346,875 |
|
|
|
— |
|
|
|
(231 |
) |
|
|
|
|
|
|
|
|
(231 |
) |
||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,725 |
|
|
|
— |
|
|
|
5,725 |
|
September 30, 2022 |
|
|
86,691,430 |
|
|
$ |
9 |
|
|
$ |
80,939 |
|
|
$ |
64,274 |
|
|
$ |
— |
|
|
$ |
145,222 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Shares |
|
|
Amount |
|
|
Additional |
|
|
Retained |
|
|
Noncontrolling |
|
|
Total |
|
||||||
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 |
|
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
108 |
|
|
|
— |
|
|
|
— |
|
|
|
108 |
|
Exercises of options |
|
|
8,602 |
|
|
|
— |
|
|
|
8 |
|
|
|
— |
|
|
|
— |
|
|
|
8 |
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,532 |
|
|
|
(171 |
) |
|
|
1,361 |
|
June 30, 2021 |
|
|
59,882,523 |
|
|
$ |
6 |
|
|
$ |
45,874 |
|
|
$ |
19,844 |
|
|
$ |
(973 |
) |
|
$ |
64,751 |
|
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
110 |
|
|
|
— |
|
|
|
— |
|
|
|
110 |
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,153 |
|
|
|
(198 |
) |
|
|
2,955 |
|
September 30, 2021 |
|
|
59,882,523 |
|
|
$ |
6 |
|
|
$ |
45,984 |
|
|
$ |
22,997 |
|
|
$ |
(1,171 |
) |
|
$ |
67,816 |
|
See accompanying notes to condensed consolidated financial statements.
ADTHEORENT HOLDING COMPANY, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income |
|
$ |
21,212 |
|
|
$ |
6,149 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Provision for bad debt |
|
|
240 |
|
|
|
8 |
|
Amortization expense |
|
|
5,872 |
|
|
|
6,247 |
|
Depreciation expense |
|
|
143 |
|
|
|
107 |
|
Amortization of debt issuance costs |
|
|
42 |
|
|
|
118 |
|
Gain on change in fair value of Seller's Earn-Out |
|
|
(15,664 |
) |
|
|
— |
|
Gain on change in fair value of warrants |
|
|
(8,261 |
) |
|
|
— |
|
Gain on deconsolidation of SymetryML |
|
|
(1,939 |
) |
|
|
— |
|
Loss on change in fair value of SAFE Notes |
|
|
788 |
|
|
|
— |
|
Loss on fair value of investment in SymetryML Holdings |
|
|
49 |
|
|
|
— |
|
Deferred tax benefit |
|
|
(5,455 |
) |
|
|
(1,598 |
) |
Equity-based compensation |
|
|
8,627 |
|
|
|
382 |
|
Seller's Earn-Out equity-based compensation |
|
|
1,364 |
|
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
13,103 |
|
|
|
8,121 |
|
Income taxes recoverable |
|
|
(4 |
) |
|
|
86 |
|
Prepaid expenses and other assets |
|
|
337 |
|
|
|
(986 |
) |
Accounts payable |
|
|
(3,911 |
) |
|
|
(4,291 |
) |
Accrued expenses and other liabilities |
|
|
(8,104 |
) |
|
|
(6,058 |
) |
Net cash provided by operating activities |
|
|
8,439 |
|
|
|
8,285 |
|
Cash flows from investing activities |
|
|
|
|
|
|
||
Capitalized software development costs |
|
|
(2,008 |
) |
|
|
(1,588 |
) |
Purchase of property and equipment |
|
|
(311 |
) |
|
|
(143 |
) |
Decrease in cash from deconsolidation of SymetryML |
|
|
(69 |
) |
|
|
— |
|
Net cash used in investing activities |
|
|
(2,388 |
) |
|
|
(1,731 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Cash received for exercised options |
|
|
346 |
|
|
|
18 |
|
Payment of revolver borrowings |
|
|
(39,017 |
) |
|
|
— |
|
Proceeds from SAFE Notes |
|
|
200 |
|
|
|
1,225 |
|
Proceeds from SymetryML preferred stock issuance |
|
|
400 |
|
|
|
— |
|
Payment of term loan |
|
|
— |
|
|
|
(1,819 |
) |
Taxes paid related to net settlement of restricted stock awards |
|
|
(231 |
) |
|
|||