UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact Name of Registrant as Specified in its Charter)
( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
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).
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 |
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☒ |
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Non-Accelerated filer |
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☐ |
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Smaller reporting company |
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Emerging growth company |
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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 July 31, 2023, the registrant had
Table of Contents
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Page |
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PART I. |
3 |
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Item 1. |
3 |
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Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 |
3 |
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4 |
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5 |
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6 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
7 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
Item 3. |
34 |
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Item 4. |
34 |
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PART II. |
34 |
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Item 1. |
34 |
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Item 1A. |
34 |
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Item 2. |
34 |
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Item 3. |
34 |
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Item 4. |
34 |
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Item 5. |
35 |
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Item 6. |
35 |
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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)
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June 30, 2023 |
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December 31, 2022 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Income tax recoverable |
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Prepaid expenses |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Investment in SymetryML Holdings |
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Customer relationships, net |
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Other intangible assets, net |
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Goodwill |
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Deferred income taxes, net |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued compensation |
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Accrued expenses |
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Operating lease liabilities, current |
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Total current liabilities |
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Warrants |
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Seller's Earn-Out |
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Operating lease liabilities, non-current |
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Total liabilities |
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Stockholders’ equity |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Total stockholders' equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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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)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Platform operations |
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Sales and marketing |
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Technology and development |
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General and administrative |
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Total operating expenses |
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(Loss) income from operations |
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( |
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( |
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( |
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Interest income (expense), net |
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( |
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( |
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Gain on change in fair value of Seller's Earn-Out |
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Gain on change in fair value of warrants |
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Gain on deconsolidation of SymetryML |
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Loss on change in fair value of SAFE Notes |
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( |
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Gain (loss) on fair value of investment in SymetryML Holdings |
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( |
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( |
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( |
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Other income (expense), net |
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( |
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( |
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( |
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Total other income, net |
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Net income (loss) before income taxes |
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( |
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Benefit for income taxes |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Less: Net loss attributable to noncontrolling interest |
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Net income attributable to AdTheorent Holding Company, Inc. |
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$ |
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$ |
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$ |
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$ |
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Earnings per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted-average common shares outstanding: |
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Basic |
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Diluted |
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See accompanying notes to condensed consolidated financial statements.
4
ADTHEORENT HOLDING COMPANY, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except for number of shares)
(unaudited)
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Common Stock |
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Shares |
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Amount |
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Additional |
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Retained |
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Noncontrolling |
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Total |
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December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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Exercises of options |
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— |
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— |
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— |
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Vesting of restricted stock, net of shares withheld for taxes |
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— |
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( |
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— |
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— |
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( |
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Shares issued under employee stock purchase plan |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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Exercises of options |
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— |
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— |
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— |
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Vesting of restricted stock, net of shares withheld for taxes |
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— |
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( |
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— |
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— |
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( |
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Net income |
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— |
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— |
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— |
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— |
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June 30, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common Stock |
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Shares |
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Amount |
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Additional |
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Retained |
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Noncontrolling |
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Total |
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December 31, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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Seller's Earn-Out equity-based compensation |
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— |
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— |
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— |
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— |
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Conversion of SAFE Notes into SymetryML preferred stock |
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— |
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— |
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— |
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— |
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SymetryML preferred stock issuance |
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— |
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— |
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— |
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— |
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Deconsolidation of SymetryML Holdings |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
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( |
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March 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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Seller's Earn-Out equity-based compensation |
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— |
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— |
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— |
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— |
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Exercises of options |
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— |
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— |
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— |
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Exercises of warrants |
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— |
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— |
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— |
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— |
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— |
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Transaction cost adjustment |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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June 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
5
ADTHEORENT HOLDING COMPANY, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
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Six Months Ended June 30, |
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2023 |
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2022 |
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Cash flows from operating activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Provision for credit losses |
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Amortization expense |
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Depreciation expense |
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