Teads Holding Co 10-Q for FY2022 Q2
Teads Holding Co. (TEAD)
10-Q
2022-08-12
For: 2022-06-30
View Original
Added on
April 09, 2026
About this 10-Q
Teads Holding Co filed this 10-Q on August 12, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).
Headline figures
Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $250.88M
- up 1.5% from $247.15M a year earlier
- Net loss
- $10.32M
- compared with net income of $15.2M a year earlier
- Diluted EPS
- -$0.18
- compared with $0.28 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 June 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 001-40643
(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) (Zip Code) | |||||||||||
Registrant's telephone number, including area code: (646) 867-0149
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | 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 x No o
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 x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 x
As of July 31, 2022, Outbrain Inc. had 55,739,386 shares of common stock outstanding.
TABLE OF CONTENTS
| Page | ||||||||
| Item 5. | Other Information | |||||||
2
Note About Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements may include, without limitation, statements generally relating to possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. You can generally identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions that concern our expectations, strategy, plans or intentions or are not statements of historical facts. We have based these forward-looking statements largely on our expectations and projections regarding future events and trends that we believe may affect our business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including, but not limited to:
•overall advertising demand and traffic generated by our media partners;
•factors that affect advertising demand and spending, such as unfavorable economic or business conditions or downturns, instability or volatility in financial markets, and other events or factors outside of our control, such as U.S. and global recession concerns, geopolitical concerns, including the conflict between Russia and Ukraine, supply chain issues, inflationary pressures, labor market volatility, and the pace of recovery or any resurgences of the COVID-19 pandemic;
•any failure of our recommendation engine to accurately predict user engagement, any deterioration in the quality of our recommendations or failure to present interesting content to users or other factors which may cause us to experience a decline in user engagement or loss of media partners;
•limits on our ability to collect, use and disclose data to deliver advertisements;
•our ability to continue to innovate, and adoption by our advertisers and media partners of our expanding solutions;
•our ability to meet demands on our infrastructure and resources due to future growth or otherwise;
•our ability to extend our reach into evolving digital media platforms;
•our ability to maintain and scale our technology platform;
•our ability to grow our business and manage growth effectively;
•the success of our sales and marketing investments, which may require significant investments and may involve long sales cycles;
•the risk that our research and development efforts may not meet the demands of a rapidly evolving technology market;
•the loss of one or more of our large media partners, and our ability to expand our advertiser and media partner relationships;
•our ability to compete effectively against current and future competitors;
•failures or loss of the hardware, software and infrastructure on which we rely, or security breaches;
•our ability to maintain our revenues or profitability despite quarterly fluctuations in our results, whether due to seasonality, large cyclical events, or other causes;
•political and regulatory risks in the various markets in which we operate; the challenges of compliance with differing and changing regulatory requirements; and
•the risks incorporated by reference in Part II, Item 1A “Risk Factors” in this Report, as such factors may be revised or supplemented in subsequent filings with the Securities and Exchange Commission, and those included elsewhere in this Report.
Accordingly, you should not rely upon forward-looking statements as an indication of future performance. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or will occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this Report relate only to events as of the date on which the statements are made. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We undertake no obligation and do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events or otherwise, except as required by law.
3
Part I Financial Information
Item 1. Financial Statements
OUTBRAIN INC.
Condensed Consolidated Balance Sheets
(In thousands, except for number of shares and par value)
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Unaudited) | |||||||||||
ASSETS | |||||||||||
CURRENT ASSETS: | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowances | |||||||||||
Prepaid expenses and other current assets | |||||||||||
Total current assets | |||||||||||
Property, equipment and capitalized software, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
Intangible assets, net | |||||||||||
Goodwill | |||||||||||
| Deferred tax assets | |||||||||||
Other assets | |||||||||||
TOTAL ASSETS | $ | $ | |||||||||
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||
CURRENT LIABILITIES: | |||||||||||
Accounts payable | $ | $ | |||||||||
Accrued compensation and benefits | |||||||||||
Accrued and other current liabilities | |||||||||||
Deferred revenue | |||||||||||
Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Operating lease liabilities, non-current | |||||||||||
Other liabilities | |||||||||||
TOTAL LIABILITIES | $ | $ | |||||||||
Commitments and contingencies (Note 10) | |||||||||||
STOCKHOLDERS’ EQUITY: | |||||||||||
Common stock, par value of $ | $ | $ | |||||||||
Preferred stock, par value of $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
TOTAL STOCKHOLDERS’ EQUITY | $ | $ | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | |||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
OUTBRAIN INC.
Condensed Consolidated Statements of Operations
(In thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||||||||||||
Revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of revenue: | |||||||||||||||||||||||
Traffic acquisition costs | |||||||||||||||||||||||
Other cost of revenue | |||||||||||||||||||||||
Total cost of revenue | |||||||||||||||||||||||
Gross profit | |||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Research and development | |||||||||||||||||||||||
Sales and marketing | |||||||||||||||||||||||
General and administrative | |||||||||||||||||||||||
Total operating expenses | |||||||||||||||||||||||
(Loss) income from operations | ( | ( | |||||||||||||||||||||
Other expense, net: | |||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Other expense, net, and interest income | ( | ( | ( | ( | |||||||||||||||||||
Total other expense, net | ( | ( | ( | ( | |||||||||||||||||||
(Loss) income before provision for income taxes | ( | ( | |||||||||||||||||||||
Provision for income taxes | |||||||||||||||||||||||
Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
Net (loss) income per common share: | |||||||||||||||||||||||
Basic | ($ | $ | ($ | $ | |||||||||||||||||||
Diluted | ($ | $ | ($ | $ | |||||||||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
5
OUTBRAIN INC.
Condensed Consolidated Statements of Comprehensive (Loss) Income
(In thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Other comprehensive (loss) income: | |||||||||||||||||||||||
Foreign currency translation adjustments | ( | ( | ( | ||||||||||||||||||||
Comprehensive (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
6
OUTBRAIN INC.
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(In thousands, except for number of shares)
(Unaudited)
| Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance – April 1, 2022 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options, warrants and restricted stock awards, net of shares withheld for taxes | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units, net of shares withheld for taxes | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased under the share repurchase program | — | — | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance – June 30, 2022 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance – April 1, 2021 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of employee stock options, net of shares withheld for taxes | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance – June 30, 2021 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
7
OUTBRAIN INC.
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit (Continued)
(In thousands, except for number of shares)
(Unaudited)
| Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance – January 1, 2022 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes | ( | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units, net of shares withheld for taxes | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Acquisition stock consideration | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased under the share repurchase program | — | — | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance – June 30, 2022 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance – January 1, 2021 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options, net of shares withheld for taxes | — | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance – June 30, 2021 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
8
OUTBRAIN INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (Unaudited) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization of property and equipment | |||||||||||
| Amortization of capitalized software development costs | |||||||||||
| Amortization of intangible assets | |||||||||||
| Stock-based compensation | |||||||||||
| Non-cash operating lease expense | |||||||||||
| Provision for credit losses | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Accounts payable and accrued and other current liabilities | ( | ( | |||||||||
| Operating lease liabilities | ( | ||||||||||
| Deferred revenue | ( | ||||||||||
| Other | |||||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Acquisition of business, net of cash acquired | ( | ||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Capitalized software development costs | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from exercise of stock options and warrants | |||||||||||
| Treasury stock repurchases and share withholdings on vested awards | ( | ( | |||||||||
| Principal payments on finance lease obligations | ( | ( | |||||||||
| Deferred financing costs | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes | ( | ( | |||||||||
Net (decrease) increase in cash, cash equivalents and restricted cash | ( | ||||||||||
Cash, cash equivalents and restricted cash — Beginning | |||||||||||
Cash, cash equivalents and restricted cash — Ending | $ | $ | |||||||||
| RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH TO THE CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash, included in other assets | |||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
9
OUTBRAIN INC.
Condensed Consolidated Statements of Cash Flows (Continued)
(In thousands)
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (Unaudited) | |||||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||||||||
| Cash paid for income taxes, net of refunds | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||
| Stock-based compensation capitalized for software development costs | $ | $ | |||||||||
| Purchases of property and equipment included in accounts payable | $ | $ | |||||||||
| Property and equipment financed under capital obligation arrangements | $ | $ | |||||||||
| Acquisition consideration payable | $ | $ | |||||||||
| Stock consideration issued for acquisition of a business | $ | $ | |||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
10
1. Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Adopted Accounting Pronouncements
Organization and Description of Business
Outbrain Inc. (together with its subsidiaries, “Outbrain”, the “Company”, “we”, “our” or “us”), was incorporated in August 2006 in Delaware. The Company is headquartered in New York, New York and has wholly owned subsidiaries in Israel, Europe, Asia, Brazil and Australia. In connection with the Company’s initial public offering (“IPO”), its common stock began trading on The Nasdaq Stock Market LLC (“Nasdaq”) on July 23, 2021 under “OB” ticker.
Outbrain is a leading recommendation platform powering the open web. The Company’s platform provides personalized recommendations that appear as links to content, advertisements and videos on media owners’ online properties. The Company generates revenue from marketers through user engagements with promoted recommendations that it delivers across a variety of third-party media owners’ online properties. The Company pays traffic acquisition costs to its media owner partners on whose digital properties the recommendations are shown. The Company’s advertiser solutions are mainly priced using a performance-based model based on the actual number of engagements generated by users, which is highly dependent on its ability to generate trustworthy and interesting recommendations to individual users based on its proprietary algorithms. A small portion of the Company’s revenue is generated through advertisers participating in programmatic auctions wherein the pricing is determined by the auction results and not dependent on user engagement.
Basis of Presentation
The accompanying condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and are unaudited. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 18, 2022 (“2021 Form 10-K”).
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and judgments are based on historical information and on various other assumptions that the Company believes are reasonable under the circumstances. Estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the allowance for credit losses, sales allowance, software development costs eligible for capitalization, valuation of deferred tax assets, the useful lives of property and equipment, the useful lives and fair value of intangible assets and goodwill, the fair value of stock-based awards, and the recognition and measurement of income tax uncertainties and other contingencies. Actual results could differ materially from these estimates.
Reclassifications
Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation.
Certain Risks and Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. The Company’s cash and cash equivalents and restricted cash are generally invested in high-credit quality financial instruments with both banks and financial institutions to reduce the amount of exposure to any single financial institution.
11
The Company generally does not require collateral to secure its accounts receivable. No single marketer accounted for 10% or more of the Company’s total revenue for the three and six months ended June 30, 2022 or 2021, or for 10% or more of its gross accounts receivable balance as of June 30, 2022 or December 31, 2021.
During the three and six months ended June 30, 2022, none of the Company’s media owners accounted for 10% or more of its total traffic acquisition costs. For the three and six months ended June 30, 2021, one media owner accounted for approximately 10 % and 11 %, respectively, of the Company’s total traffic acquisition costs.
Segment Information
The Company has one
New Accounting Pronouncements
Under the JOBS Act, the Company meets the definition of an emerging growth company and can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period.
Recently Adopted Accounting Pronouncements
Leases
In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, “Leases (Topic 842)”, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). This comprehensive new standard amends and supersedes existing lease accounting guidance and is intended to increase transparency and comparability by recognizing right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. In July 2018, this guidance was amended to allow companies to use the beginning of the period in which this standard is adopted as the date of initial application.
The Company adopted Topic 842 on January 1, 2022 using the transition election allowing it not to restate prior periods. As such, results for reporting periods beginning on January 1, 2022 are presented under Topic 842, while prior period amounts continue to be reported in accordance with the Company’s historical accounting treatment under ASC 840, Leases. The Company elected the package of practical expedients permitted under the transition guidance, which allows it not to reassess its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to separate the lease and non-lease components for its real estate leases and not to recognize lease assets and liabilities for operating leases with initial terms of 12 months or less. The Company did not elect the “hindsight” practical expedient. The Company uses its incremental borrowing rate to determine the present value of lease payments, as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment.
Upon adoption, the Company recognized operating right-of-use assets of $14.8 million and operating lease liabilities of $15.2 million in its consolidated balance sheet as of January 1, 2022. In addition, the Company reclassified deferred rent and lease incentives as a component of right-of-use assets. The adoption of the new lease standard did not have a material impact the Company’s results of operations or cash flows and there was no cumulative-effect adjustment to the opening balance of retained earnings.
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Credit Losses
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326),” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires consideration of forward-looking information to calculate credit loss estimates. These changes result in an earlier recognition of credit losses. The Company's financial assets held at amortized cost include accounts receivable. The amendments in ASU 2020-05, “Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities,” deferred the effective date for Topic 326 to fiscal years beginning after December 15, 2022. The Company early adopted ASU 2016-13 as of January 1, 2022, using the adoption method based on the aging schedules of accounts receivable. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.
See Note 1 to the Company’s audited consolidated financial statements for the year ended December 31, 2021 in the Company’s 2021 Form 10-K for a complete disclosure of the Company’s significant accounting policies.
2. Revenue Recognition
The following table presents total revenue based on where the Company’s marketers are physically located:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
USA | $ | $ | $ | $ | |||||||||||||||||||
Europe, the Middle East and Africa (EMEA) | |||||||||||||||||||||||
Other | |||||||||||||||||||||||
Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Contract Balances
There were no
3. Acquisition
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The following table summarizes the total purchase consideration as of the acquisition date:
| January 5, 2022 | |||||
| (In thousands) | |||||
| Cash consideration paid on acquisition date | $ | ||||
| Fair value of deferred consideration payable in cash | |||||
| Fair value of contingent consideration payable | |||||
| Stock consideration | |||||
| Total consideration | $ | ||||
This acquisition was accounted for as a business combination under the acquisition method of accounting and the results of operations of vi have been included in the Company’s results of operations as of the acquisition date. The Company incurred transaction costs relating to the vi acquisition of $0.2 million during the six months ended June 30, 2022, which were included in general and administrative expenses in the Company’s condensed consolidated statements of operations. The Company allocated the purchase price to identifiable assets acquired based on their estimated fair values at acquisition date, which required management to use significant judgment and estimates, including valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and identifying comparable companies. The Company engaged third-party valuation specialists to assist in determining the fair values of the acquired assets and liabilities. During the six months ended June 30, 2022, the Company recorded an expense of $0.4 million in its condensed consolidated statement of operations, to adjust the contingent consideration payable to its estimated fair value of approximately $0.9 million as of June 30, 2022.
The allocation of the purchase price to the identifiable assets and liabilities based on their estimated fair values as of the acquisition date was as follows:
| January 5, 2022 | |||||
| (In thousands) | |||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable | |||||
| Prepaid expenses and other current assets | |||||
Property and equipment, net | |||||
| Publisher relationships | |||||
| Customer relationships | |||||
| Content provider relationships | |||||
| Technology intangibles | |||||
| Tradenames | |||||
| Accounts payable | ( | ||||
| Accrued and other liabilities | ( | ||||
| Deferred tax liability | ( | ||||
| Net assets acquired | |||||
| Goodwill | |||||
| Total | $ | ||||
The fair values of the publisher relationships were determined using the multi-period excess earnings income approach and the fair values of the customer and content provider relationships were determined using the cost approach. The fair value of tradenames and technology was determined using the relief-from-royalty method. Identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The Company estimated useful lives of acquired publisher relationships and technology to be 8 9 years, and other relationships to be 5
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4. Fair Value Measurements
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company’s financial instruments include restricted time deposits, severance pay fund deposits and foreign currency forward contracts. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the Company uses the fair value hierarchy described below to distinguish between observable and unobservable inputs:
Level I — Valuations based on quoted prices in active markets for identical assets and liabilities at the measurement date;
Level II — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be principally corroborated by observable market data for substantially the full term of the related assets or liabilities; and
Level III — Valuations based on unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy:
| June 30, 2022 | |||||||||||||||||||||||
| Level I | Level II | Level III | Total | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Financial Assets: | |||||||||||||||||||||||
Restricted time deposit (1) | $ | $ | $ | $ | |||||||||||||||||||
Severance pay fund deposits (1) | $ | $ | $ | $ | |||||||||||||||||||
Total financial assets | $ | $ | $ | $ | |||||||||||||||||||
Financial Liabilities: | |||||||||||||||||||||||
Foreign currency forward contract (2) | $ | $ | $ | $ | |||||||||||||||||||
Total financial liabilities | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||
| Level I | Level II | Level III | Total | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Financial Assets: | |||||||||||||||||||||||
Restricted time deposit (1) | $ | $ | $ | $ | |||||||||||||||||||
Severance pay fund deposits (1) | $ | $ | $ | $ | |||||||||||||||||||
Foreign currency forward contract (3) | $ | $ | $ | $ | |||||||||||||||||||
Total financial assets | $ | $ | $ | $ | |||||||||||||||||||
_____________________
(1)Recorded within other assets
(2)Recorded within accrued and other current liabilities
(3)Recorded within prepaid expenses and other current assets
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The Company’s 2.95 % Convertible Senior Notes due 2026 (“Convertible Notes”) are recorded within long-term debt in its condensed consolidated balance sheets at their carrying value, which may differ from their fair value. The fair value of Convertible Notes is estimated using external pricing data, including any available market data for other debt instruments with similar characteristics. The following table summarizes the carrying value and the estimated fair value of the Company’s Convertible Notes, based on Level II measurements of the fair value hierarchy:
| June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Convertible Notes | $ | $ | $ | $ | |||||||||||||||||||
The Company enters into foreign currency forward exchange contracts to manage the effects of fluctuations in foreign currency exchange rates on its net cash flows from non-U.S. dollar denominated operations. During the three and six months ended June 30, 2022, the Company recognized losses of $3.3 million and $4.1 million, respectively, related to mark-to-market adjustments on its undesignated foreign currency forward contacts. The Company recorded corresponding gains of $0.7 million and losses of $0.6 million, respectively, during the three and six months ended June 30, 2021.
5. Balance Sheet Components
Accounts receivable, net of allowance for credit losses consists of the following:
| June 30, 2022 | December 31, 2021 | ||||||||||
| (In thousands) | |||||||||||
Accounts receivable | $ | $ | |||||||||
Allowance for credit losses | ( | ( | |||||||||
Accounts receivable, net of allowance for credit losses | $ | $ | |||||||||
The allowance for credit losses consists of the following activity:
| Six Months Ended June 30, 2022 | Year Ended December 31, 2021 | ||||||||||
| (In thousands) | |||||||||||
Allowance for credit losses, beginning balance | $ | $ | |||||||||
Provision for credit losses, net of recoveries | |||||||||||
Write-offs | ( | ( | |||||||||
Allowance for credit losses, ending balance | $ | $ | |||||||||
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Property, Equipment and Capitalized Software, Net
Property, equipment and capitalized software, net consists of the following:
| June 30, 2022 | December 31, 2021 | ||||||||||
| (In thousands) | |||||||||||
Computer equipment | $ | $ | |||||||||
Capitalized software development costs | |||||||||||
Software | |||||||||||
Leasehold improvements | |||||||||||
Furniture and fixtures | |||||||||||
Property, equipment and capitalized software, gross | |||||||||||
Less: accumulated depreciation and amortization | ( | ( | |||||||||
| Total property, equipment and capitalized software, net | $ | $ | |||||||||
Accrued and Other Current Liabilities
Accrued and other current liabilities consists of the following:
| June 30, 2022 | December 31, 2021 | ||||||||||
| (In thousands) | |||||||||||
Accrued traffic acquisition costs | $ | $ | |||||||||
Acquisition consideration payable | |||||||||||
Accrued tax liabilities | |||||||||||
Accrued agency commissions | |||||||||||
Accrued professional fees | |||||||||||
| Operating lease obligations, current | |||||||||||
| Foreign currency forward contract | |||||||||||
Interest payable | |||||||||||
Finance lease obligations, current | |||||||||||
Other | |||||||||||
| Total accrued and other current liabilities | $ | $ | |||||||||
6. Leases
The Company leases certain equipment and computers under finance lease arrangements, as well as office facilities and managed data center facilities under non-cancelable operating lease arrangements for its U.S. and international locations that expire on various dates through 2031. These arrangements require the Company to pay certain operating expenses, such as taxes, repairs and insurance and contain renewal and escalation clauses. The Company’s options to extend or terminate a lease are not included in the lease terms, unless the Company is reasonably certain it will exercise that option. The Company’s leases generally do not contain any material restrictive covenants.
The Company’s minimum lease payments include fixed payments for non-lease components included in the lease agreement, but exclude variable lease payments that are not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuations from period to period. Non-lease components that are variable in nature are recorded as variable lease expenses in the period incurred.
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The following table summarizes assets and liabilities related to the Company’s operating and finance leases:
| Condensed Consolidated Balance Sheet Location | June 30, 2022 | ||||||||||
| (In thousands) | |||||||||||
| Lease assets | |||||||||||
| Operating leases | Operating lease right-of-use assets, net | $ | |||||||||
| Finance leases | |||||||||||
| Total lease assets | $ | ||||||||||
| Lease liabilities | |||||||||||
| Current liabilities: | |||||||||||
| Operating leases | $ | ||||||||||
| Finance leases | |||||||||||
| Non-current liabilities: | |||||||||||
| Operating leases | Operating lease liabilities, non-current | ||||||||||
| Finance leases | |||||||||||
| Total lease liabilities | $ | ||||||||||
The following table presents the components of the Company’s total lease expense:
| Condensed Consolidated Statements of Operations Location | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Operating lease cost | |||||||||||||||||
| Fixed lease costs | Cost of revenue and operating expenses | $ | $ | ||||||||||||||
| Variable lease costs | Operating Expenses | ||||||||||||||||
| Short-term lease costs | Cost of revenue and operating expenses | ||||||||||||||||
| Financing lease cost: | |||||||||||||||||
| Depreciation | Cost of revenue | ||||||||||||||||
| Interest | Interest expense | ||||||||||||||||
| Total lease cost | $ | $ | |||||||||||||||
As of June 30, 2022, the maturities of the Company's lease liabilities under operating and finance leases were as follows:
| Year | Operating Leases | Finance Leases | ||||||||||||
| (in thousands) | ||||||||||||||
| Remainder of 2022 | $ | $ | ||||||||||||
| 2023 | ||||||||||||||
| 2024 | ||||||||||||||
| 2025 | ||||||||||||||
| 2026 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total minimum payments required | $ | $ | ||||||||||||
| Less: imputed interest | ( | ( | ||||||||||||
| Total present value of lease liabilities | $ | $ | ||||||||||||
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As of June 30, 2022, the Company entered into one new operating lease agreement that has not yet commenced. Future leases payments for the operating lease are approximately $2.3 million. The lease will commence in 2023 and has a lease term of ten years .
The following table summarizes weighted-average lease terms and discount rates for the Company’s leases:
| June 30, 2022 | ||||||||
| Weighted-average remaining lease term (in years) | ||||||||
| Operating leases | ||||||||
| Finance leases | ||||||||
| Weighted-average discount rate | ||||||||
| Operating leases | ||||||||
| Finance leases | ||||||||
Supplemental cash flow information related to leases is as follows:
| Six Months Ended June 30, 2022 | |||||
| (In thousands) | |||||
| Cash paid for amounts included in measurement of lease liabilities: | |||||
| Operating cash outflows from operating leases | $ | ||||
| Cash flows from finance leases | $ | ||||
| New operating lease assets obtained in exchange for new lease obligations | $ | ||||
As of December 31, 2021, prior to the adoption of Topic 842, future minimum lease payments under the Company’s non-cancelable operating leases and capital leases were as follows:
| Year Ending December 31: | Operating Leases | Capital Leases | ||||||||||||
| (In thousands) | ||||||||||||||
| 2022 | $ | $ | ||||||||||||
| 2023 | ||||||||||||||
| 2024 | ||||||||||||||
| 2025 | ||||||||||||||
| 2026 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total minimum payments required | $ | $ | ||||||||||||
7. Goodwill and Intangible Assets
The changes in the carrying value of the Company’s goodwill balance was as follows:
| June 30, 2022 | December 31, 2021 | ||||||||||
| (In thousands) | |||||||||||
| Goodwill, opening balance | $ | $ | |||||||||
| Acquisition of vi | |||||||||||
| Goodwill, closing balance | $ | $ | |||||||||
The Company has no
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The gross carrying amount and accumulated amortization of the Company’s intangible assets are as follows:
| As of June 30, 2022 | |||||||||||||||||||||||
| Weighted Average Amortization Period | Gross Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Developed technology | $ | $ | ( | $ | |||||||||||||||||||
Customer relationships | ( | ||||||||||||||||||||||
Publisher relationships | ( | ||||||||||||||||||||||
Tradenames | ( | ||||||||||||||||||||||
Content Provider Relationships | ( | ||||||||||||||||||||||
Other | ( | ||||||||||||||||||||||
Total intangible assets, net | $ | $ | ( | $ | |||||||||||||||||||
| As of December 31, 2021 | |||||||||||||||||||||||
| Weighted Average Amortization Period | Gross Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Developed technology | $ | $ | ( | $ | |||||||||||||||||||
Customer relationships | ( | ||||||||||||||||||||||
Publisher relationships | ( | ||||||||||||||||||||||
Tradenames | ( | ||||||||||||||||||||||
Other | ( | ||||||||||||||||||||||
Total intangible assets, net | $ | $ | ( | $ | |||||||||||||||||||
As of June 30, 2022, estimated amortization related to the Company’s identifiable acquisition-related intangible assets in future periods was as follows:
| Year | Amount | |||||||
| (In thousands) | ||||||||
| Remainder of 2022 | $ | |||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
Thereafter | ||||||||
Total | $ | |||||||
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8. Long-Term Debt
Convertible Notes
On July 27, 2021, in connection with the closing of the Company’s IPO and pursuant to the terms of the Note Purchase Agreement, the Company exchanged $200 million aggregate principal amount of its senior subordinated secured notes due July 1, 2026 for $236 million aggregate principal amount of 2.95 % Convertible Senior Notes due 2026 (the “Convertible Notes”), pursuant to an indenture, dated as of July 27, 2021 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee. The Convertible Notes will mature on July 27, 2026, unless earlier converted, redeemed or repurchased.
Interest on the Convertible Notes accrues from July 27, 2021 and is payable semi-annually in arrears on January 27 and July 27 of each year, beginning on January 27, 2022, at a rate of 2.95 % per year. The initial conversion rate for the Convertible Notes is 40 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of $25 per share of the Company’s common stock), subject to adjustment.
The Company may not redeem the Convertible Notes prior to July 27, 2024. On or after July 27, 2024, the Company may redeem for cash all or any portion of the Convertible Notes, at its option, if the last reported sale price of the common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. In addition, calling any Convertible Note for redemption will constitute a “make-whole fundamental change” (as defined in the Indenture) with respect to that Convertible Note, in which case the conversion rate applicable to the conversion of that Convertible Note will be increased if it is converted by holders after it is called for redemption.
Holders may convert all or any portion of their Convertible Notes, in multiples of $1,000 principal amount, into shares of the Company’s common stock at any time until the second scheduled trading day immediately preceding the maturity date, at the conversion rate then in effect. The Company will settle conversions of the Convertible Notes by paying or delivering, as the case may be, cash, shares of common stock, or a combination thereof, at its election.
Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Convertible Notes may require the Company to repurchase for cash all or any portion of their Convertible Notes in principal amounts of $1,000 or an integral multiple thereof, at a repurchase price of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event or convert its Convertible Notes called for redemption during the related redemption period, as the case may be. The Indenture contains customary covenants and events of default.
The Company was not required to bifurcate the embedded conversion feature and the Convertible Notes were not issued with a substantial premium. As such, the Company accounted for the Convertible Notes as a liability under the no proceeds allocated model. The Company calculates earnings per share using the if-converted method.
Revolving Credit Facility
On November 2, 2021, the Company entered into the Second Amended and Restated Loan and Security Agreement with Silicon Valley Bank (“SVB”) (the “2021 Revolving Credit Facility”), which provides, subject to borrowing availability and certain other conditions, for revolving loans in an aggregate principal amount of up to $75.0 15.0 million sub-facility for letters of credit. The Company’s borrowing availability under the Facility is calculated by reference to a borrowing base which is determined by specified percentages of eligible accounts receivable. The Facility will terminate on the earlier of (i) November 2, 2026 or (ii) 120 days prior to the maturity date of the Company’s 2.95 % Convertible Senior Notes due 2026, unless the Convertible Notes have been converted to common equity securities of the Company.
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Outstanding loans under the Facility accrue interest, at the Company’s option, at a rate equal to either (a) a base rate minus an applicable margin ranging from 1.5 % to 1.0 % per annum or (b) LIBOR plus an applicable margin of 1.5 % to 2.0 % per annum, in each case based upon borrowing availability under the Facility. The undrawn portions of the commitments under the Facility are subject to a commitment fee at a rate ranging from 0.20 % per annum to 0.30 % per annum, based upon borrowing availability under the Facility.
The 2021 Revolving Credit Facility contains representations and warranties, including, without limitation, with respect to collateral; accounts receivable; financials; litigation, indictment and compliance with laws; disclosure and no material adverse effect, each of which is a condition to funding. Additionally, the 2021 Revolving Credit Facility includes events of default and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, without limitation, restrictions on liens, indebtedness, investments, fundamental changes, dispositions, restricted payments and prepayment of the Convertible Notes and of junior indebtedness. The 2021 Revolving Credit Facility contains a financial covenant that requires, in the event that credit extensions under the Facility equal or exceed 85 % of the available commitments under the Facility or upon the occurrence of an event of default, the Company to maintain a minimum consolidated monthly fixed charge coverage ratio of 1.00 .
The obligations of the Company, and the other subsidiary co-borrowers under the 2021 Revolving Credit Facility are secured by a first-priority lien on substantially all the assets of the Company and such other subsidiary co-borrowers.
The Company was in compliance with all of the financial covenants under its 2021 Revolving Credit Facility as of June 30, 2022. As of June 30, 2022 and December 31, 2021, the Company had no 74.4 million and $75.0 0.5
9. Income Taxes
10. Commitments and Contingencies
Legal Proceedings and Other Matters
From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive letters alleging infringement of patent or other intellectual property rights. The Company is not currently a party to any material legal proceedings, nor is it aware of any pending or threatened litigation that, in its opinion, would have a material adverse effect on its business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.
On April 29, 2021, the Company was notified that the Antitrust Division of the U.S. Department of Justice is conducting a criminal investigation into the hiring practices in its industry that includes the Company. The Company is continuing to cooperate with the Antitrust Division. While there can be no assurance regarding the ultimate resolution of this matter, the Company does not believe that its conduct violated applicable law.
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11. Stockholders’ Equity
Share Repurchases
On February 28, 2022, the Company’s Board of Directors (“the Board”) approved a stock repurchase program under which the Company is authorized to purchase up to $30 million of the Company's common stock, par value $0.001 per share, with no requirement to purchase any minimum number of shares. The manner, timing, and actual number of shares repurchased under the program will depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through privately negotiated transactions, or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. The repurchase program may be commenced, suspended or terminated at any time by the Company at its discretion without prior notice. As of June 30, 2022, the remaining availability under our share repurchase program was $22.5 million.
The Company’s stock repurchases for the periods presented were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In thousands, except share information) | |||||||||||||||||||||||
Shares repurchased under the $ | |||||||||||||||||||||||
Shares withheld for taxes (1) | |||||||||||||||||||||||
| Total shares repurchased | |||||||||||||||||||||||
Value of shares repurchased under the $ | $ | $ | $ | $ | |||||||||||||||||||
Value of shares withheld for taxes (1) | |||||||||||||||||||||||
| Total value of shares repurchased | $ | $ | $ | $ | |||||||||||||||||||
______________________
(1) Represents shares withheld to satisfy employee tax withholding obligations arising in connection with the vesting of restricted stock units and exercise of options and warrants in accordance with the terms of the Company’s equity incentive plans and the underlying award agreements.
12. Stock-based Compensation
In July 2021, the Board and the Company’s stockholders approved the 2021 Long-Term Incentive Plan (the “2021 LTIP”), which became effective in connection with the closing of the Company’s IPO. The 2021 LTIP may be used to grant, among other award types, stock options, restricted share awards (“RSAs”) and restricted stock units (“RSUs”). The number of shares of common stock reserved for future issuance under the 2021 Plan will also be increased pursuant to provisions for annual automatic evergreen increases. The Company’s previous awards issued under its 2007 Omnibus Securities and Incentive Plan, as amended and restated on January 21, 2009 (“2007 Plan”), remain subject to the 2007 Plan. As of June 30, 2022, approximately 6,255,000 and 177,000 shares were available for grant under the 2021 LTIP and the 2007 Plan, respectively.
The Company recognizes stock-based compensation for stock-based awards, including stock options, RSUs and stock appreciation rights (“SARs”) based on the estimated fair value of the awards. The Company estimates the fair value of its stock option awards on the grant date using the Black-Scholes option pricing model. The fair value of RSUs is the fair value of the Company’s common stock on the date of grant.
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The following table summarizes stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Research and development | $ | $ | $ | $ | |||||||||||||||||||
Sales and marketing | |||||||||||||||||||||||
General and administrative | |||||||||||||||||||||||
Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
As of June 30, 2022, the Company’s unrecognized stock-based compensation expense was $2.9 million for unvested stock options and $31.7 million for unvested RSUs.
The following table summarizes stock option activity for the six months ended June 30, 2022:
Stock Options | |||||||||||
Number of Shares | Weighted- Average Exercise Price | ||||||||||
| Outstanding—December 31, 2021 | $ | ||||||||||
| Granted | $ | ||||||||||
Exercised | ( | $ | |||||||||
Forfeited | ( | $ | |||||||||
| Outstanding—June 30, 2022 | $ | ||||||||||
| Exercisable | $ | ||||||||||
The following table summarizes RSU activity for the six months ended June 30, 2022:
RSUs | |||||||||||
Number of Shares | Weighted- Average Grant Date Fair Value | ||||||||||
| Outstanding—December 31, 2021 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
Forfeited | ( | $ | |||||||||
| Outstanding—June 30, 2022 | $ | ||||||||||
As of June 30, 2022 and December 31, 2021, 3,390
Stock-Based Awards Granted Outside of Equity Incentive Plans
Warrants
The Company issued equity classified warrants to purchase shares of common stock to certain third-party advisors, consultants and financial institutions, which expire between 2024 and 2026. As of June 30, 2022 and December 31, 2021, the Company had 188,235 and 376,470 warrants outstanding, respectively, with a weighted exercise price of $7.57 at June 30, 2022, reflecting 188,235 warrants exercised during the six months ended June 30, 2022.
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Employee Stock Purchase Plan
In July 2021, the Board and the Company’s stockholders approved a new 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective in connection with the closing of the Company’s IPO. A total of approximately 1,830,000 shares of the Company’s common stock have been reserved for issuance under the ESPP, which is subject to annual automatic evergreen increases. As of June 30, 2022, no shares were purchased under the ESPP as it is not yet effective.
13. Net (Loss) Income Per Common Share
The following table sets forth basic and diluted net (loss) income per share for the periods presented.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In thousands, except share and per share data) | |||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||
Basic and diluted: | |||||||||||||||||||||||
Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Less: undistributed earnings allocated to participating securities | ( | ( | |||||||||||||||||||||
Net (loss) income attributable to common stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Denominator: | |||||||||||||||||||||||
Basic weighted-average shares used in computing net (loss) income attributable to common stockholders | |||||||||||||||||||||||
Weighted average dilutive share equivalents: | |||||||||||||||||||||||
Stock options, Warrants, RSAs and RSUs | |||||||||||||||||||||||
Diluted weighted-average shares used in computing net (loss) income attributable to common stockholders | |||||||||||||||||||||||
Net (loss) income per share attributable to common stockholders: | |||||||||||||||||||||||
Basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Convertible preferred stock | |||||||||||||||||||||||
| Options to purchase common stock | |||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Convertible notes | |||||||||||||||||||||||
| Total shares excluded from diluted (loss) income per share | |||||||||||||||||||||||
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”) and our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on March 18, 2022 (“2021 Form 10-K”). In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations, and involve risks and uncertainties. Factors that could cause or contribute to these differences include those incorporated by reference in Part II, Item 1A "Risk Factors" in this Report as such factors may be revised or supplemented in subsequent filings with the SEC, as well as those discussed below and elsewhere in this Report, including under the caption “Note About Forward-Looking Statements.”
Overview
Outbrain Inc. (together with our subsidiaries, “Outbrain”, the “Company”, “we”, “our” or “us”) was incorporated in August 2006 in Delaware. The Company is headquartered in New York, New York and has wholly owned subsidiaries in Israel, Europe, Asia, Brazil and Australia.
Outbrain is a leading recommendation platform powering the open web. Our technology provides personalization, engagement and monetization solutions to thousands of digital media properties, including many of the world’s most prestigious publishers. Through powering discovery feeds on the open web, Outbrain helps over a billion unique users on a monthly basis discover content, offers, services and products they might be interested in. For tens of thousands of advertisers around the world, Outbrain helps attract new customers and grow their businesses, driving measurable results and return on investment.
Over the past decade, consumers have become increasingly accustomed to seeing highly curated digital content and ads that align with their unique interests. Similar to the way in which social media and search have simplified discovery by synthesizing billions of consumer data points to offer personalized feeds, we provide media partners with a platform that encompasses data at scale as well as prediction and recommendation capabilities, helping them deliver a discovery feed personalized to their users, based on context and each user’s unique interests and preferences. Our platform is built for user engagement and, as a mobile-first company, is designed to be highly effective on mobile devices. Our technology is deployed on the mobile apps and websites of most of our media partners, generating 68% of our revenue in 2021.
Since inception, we have been guided by the same core principles pertaining to our three constituents: media partners, users, and advertisers.
Media Partners. We are committed to the long-term success of our media partners. Consistent with this philosophy, we focus on establishing a true win-win partnership. We strive to develop trusted, transparent, multi-year contracts with media partners, which are typically exclusive with us. Our media partners include both traditional publishers and companies in new and rapidly evolving categories such as mobile device manufacturers and web browsers.
Users. We believe that by focusing on improving the user experience we are able to cultivate user behavior patterns that compound engagement over time, delivering superior long-term monetization for ourselves and for our media partners.
Advertisers. We strive to grow our advertising business by increasing overall user engagement, rather than price per engagement. Our emphasis on user engagement helps us improve advertisers’ return on ad spend (“ROAS”) thus unlocking more advertising spend and attracting more advertisers. In turn this enables us to better match ads to users and further grow user engagement and overall monetization.
Through our direct, usually exclusive, integrations with media partners, we have become one of the largest online advertising platforms on the open web. In 2021, we provided personalized feeds and ads to over 1 billion monthly unique users, delivering on average over 10 billion recommendations to content, services and products per day, with over 24,000 advertisers directly using our platform.
The following is a summary of our performance for the periods presented:
•Our revenue increased $3.7 million to $250.9 million for the three months ended June 30, 2022, compared to $247.2 million for the three months ended June 30, 2021, including net unfavorable foreign currency effects of approximately $11.5 million, and increased $15.2 million, or 6.2% on a constant currency basis. Our revenue increased $29.9 million, or 6.3%, to $505.1 million for the six months ended June 30, 2022, compared to $475.2 million for the six months ended June 30, 2021, including net unfavorable foreign currency effects of approximately $17.2 million, and increased $47.1 million, or 9.9% on a constant currency basis.
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•Our gross profit was $48.7 million and our gross margin was 19.4% for the three months ended June 30, 2022, compared to gross profit of $59.1 million and gross margin of 23.9% for the three months ended June 30, 2021. Our gross profit was $102.6 million and our gross margin was 20.3% for the six months ended June 30, 2022, compared to gross profit of $112.5 million and gross margin of 23.7% for the six months ended June 30, 2021.
•Our Ex-TAC Gross Profit(1) decreased 11.2% to $59.3 million for the three months ended June 30, 2022, from $66.8 million for the three months ended June 30, 2021. Our Ex-TAC Gross Profit(1) decreased 3.5% to $122.8 million for the six months ended June 30, 2022, compared to $127.2 million for the six months ended June 30, 2021.
•Our net loss was $10.3 million, or 21.2% of gross profit, for the three months ended June 30, 2022, compared to net income of $15.2 million, or 25.7% of gross profit, for the three months ended June 30, 2021. For the six months ended June 30, 2022, our net loss was $12.2 million, or 11.9% of gross profit, compared to net income of $25.9 million, or 23.1% of gross profit, for the six months ended June 30, 2021.
•Our Adjusted EBITDA(1) decreased $18.7 million to $5.9 million for the three months ended June 30, 2022, from $24.6 million for the three months ended June 30, 2021. Adjusted EBITDA(1) was 9.9% and 36.8% of Ex-TAC Gross Profit(1) for the three months ended June 30, 2022 and 2021, respectively. Our Adjusted EBITDA(1) decreased $27.7 million to $17.5 million for the six months ended June 30, 2022, from $45.2 million for the six months ended June 30, 2021. Adjusted EBITDA(1) was 14.2% and 35.5% of Ex-TAC Gross Profit(1) for the six months ended June 30, 2022 and 2021, respectively.
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(1)Ex-TAC Gross Profit and Adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Reconciliations” in this Report for the definitions and limitations of these measures, and reconciliations to the most comparable GAAP financial measures.
Recent Developments
On February 28, 2022, the Company’s Board of Directors (the “Board”) approved a stock repurchase program under which the Company is authorized to purchase up to $30 million of the Company's common stock, par value $0.001 per share, with no requirement to purchase any minimum number of shares. The manner, timing, and actual number of shares repurchased under the program will depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through privately negotiated transactions, or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. The repurchase program may be commenced, suspended or terminated at any time by the Company at its discretion without prior notice. During the six months ended June 30, 2022, we paid $7.5 million, including commissions, to repurchase 1,388,317 shares under our stock repurchase program. As of June 30, 2022, the remaining availability under our share repurchase program was $22.5 million. An additional 951,057 shares were repurchased for $5.1 million in July 2022. See Note 11 to the accompanying condensed consolidated financial statements to additional information relating our stock repurchases.
On November 19, 2021, we entered into a definitive agreement, by and among our Company and the shareholders of video intelligence AG (“vi”), a Swiss-based contextual video technology company for digital media owners, for the acquisition of all of the outstanding shares of vi for a purchase price of approximately $55 million. The acquisition was completed on January 5, 2022. The purchase price was paid in the form of cash and Outbrain common stock, with the first installment of $37.3 million in cash and the equity portion paid at closing, and the substantial majority of the remaining cash balance paid in the third quarter of 2022. The equity portion of the purchase price was comprised of 355,786 shares of our common stock with a fair value of $4.2 million, and is subject to a post-closing adjustment based on market price of our stock to be determined one year from closing, at which time any required adjustment is to be paid in cash. Aggregate consideration for the acquisition of vi will not exceed approximately $55 million in total. This acquisition expanded our video product offerings to include in-stream high-quality video content, delivering a better user experience and more value to our advertisers. This acquisition was accounted for as a business combination and the results of the acquired entity have been included in our results of operations beginning as of the acquisition date.
Macroeconomic Environment
General worldwide economic conditions have recently experienced significant instability as well as volatility and disruption in the financial markets, resulting from factors such as the effects of the COVID-19 pandemic and the Russia-Ukraine conflict. The current macroeconomic environment, with variables such as inflation, global supply chain disruptions, and labor shortages and stoppages, has negatively impacted our advertisers. Accordingly, these conditions have adversely impacted our business during the first half of 2022 and could, if they continue or worsen, adversely impact us in the future, including if our advertisers were to reduce or further reduce their advertising spending as a result of any of these factors. We continue to monitor our operations, and the operations of those in our ecosystem (including media partners, advertisers and agencies). These conditions make it difficult for us, our media partners, advertisers and agencies to accurately forecast and plan future business activities and could cause a further reduction or delay in overall advertising demand and spending, which would harm our business, financial condition and results of operations.
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Factors Affecting Our Business
Retention and Growth of Relationships with Media Partners
We rely on relationships with our media partners for a significant portion of our advertising inventory and for our ability to increase revenue through expanding their use of our platform. To further strengthen these relationships, we continuously invest in our technology and product functionality to drive user engagement and monetization by (i) improving our algorithms; (ii) effectively managing our supply and demand; and (iii) expanding the adoption of our enhanced products by media partners.
Our relationships with media partners are typically long-term, exclusive and strategic in nature. Our top 20 media partners, based on our 2021 revenue, have been using our platform for an average of over seven years, despite their typical contract length being two to three years. Net revenue retention is an important indicator of media partner satisfaction, the value of our platform, as well as our ability to grow revenue from existing relationships.
We calculate media partner net revenue retention at the end of each quarter by starting with revenue generated on media partners’ properties during the same period in the prior year, “Prior Period Retention Revenue.” We then calculate the revenue generated on these same media partners’ properties in the current period, “Current Period Retention Revenue.” Current Period Retention Revenue reflects any expansions within the media partner relationships, such as any additional placements or properties on which we extend our recommendations, as well as contraction or attrition. Our media partner net revenue retention in a quarter equals the Current Period Retention Revenue divided by the Prior Period Retention Revenue. To calculate media partner net revenue retention for year-to-date and annual periods, we sum the quarterly Current Period Retention Revenue and divide it by the sum of the quarterly Prior Period Retention Revenue. These amounts exclude certain revenue adjustments and revenue recognized on a net basis. Our media partner net revenue retention was 91% and 95%, respectively, for the three and six months ended June 30, 2022.
Our growth also depends on our ability to secure partnerships with new media partners. New media partners are defined as those relationships in which revenue was not generated in the prior period, except for limited instances where residual revenue was generated on a media partner’s properties. In such instances, the residual revenue would be excluded from net revenue retention above. Revenue generated on new media partners’ properties contributed approximately 10% and 11%, respectively, to revenue growth for the three and six months ended June 30, 2022.
User Engagement with Relevant Media and Advertising Content
We believe that engagement is a key pillar of the overall value that our platform provides to users, media partners and advertisers. Our algorithms enable effective engagement of users by facilitating the discovery of content, products and services that they find most interesting, as well as connecting them to personalized ads that are relevant to them. We believe that the user experience has a profound impact on long-term user behavior patterns and thus “compounds” over time improving our long-term monetization prospects. This principle guides our behavior, and, as a result, we do not focus on the price of ads, nor on maximizing such prices, as may be the case with some of our competitors. Given this view, we do not focus on cost-per-click or cost-per-impression as key performance indicators for the business. Consequently, we have a differentiated approach to monetization as we optimize our algorithms for the overall user experience rather than just for the price of each individual user engagement.
Growth in user engagement is driven by several factors, including enhancements to our recommendation engine, growth in the breadth and depth of our data assets, the increase in size and quality of our content and advertising index, user engagement, expansion on existing media partner properties where our recommendations can be served and the adoption of our platform by new media partners. As we grow user engagement, we are able to collect more data, enabling us to further enhance our algorithms, which in turn helps us make smarter recommendations and further grow user engagement, providing our platform and our business with a powerful growth flywheel. We measure the impact of this growth flywheel on our business by reviewing the growth of Click Through Rate (“CTR”) for ads on our platform. CTR improvements increase the number of clicks on our platform. We believe that we have a significant opportunity to further grow user engagement, and thus our business, as today CTR on our platform is less than 1% of recommendations served.
Advertiser Retention and Growth
We focus on serving ads that are most likely to deliver engagement, rather than on the price of the ads, which leads to better ROAS for advertisers. Our growth is partially driven by retaining and expanding the amount of spend by advertisers on our platform, as well as acquiring new advertisers. Improving our platform with functionality and features that increase engagement and ROAS increases the attractiveness of our platform to existing and new advertisers while also growing our share of their advertising budgets. We continuously invest in enhancing our technological capabilities to deliver better ROAS and transparency on ad spend, and market these attributes to grow our advertiser base and share of wallet.
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Prices paid by advertisers on our platform fluctuate period to period for a variety of reasons, including supply and demand, competition, macroeconomic conditions, and seasonality. Movements in average prices do not necessarily correlate to our revenue or Ex-TAC Gross Profit trends. In order to grow our revenue and Ex-TAC Gross Profit and maximize value for our advertisers and media partners, our focus as a business is on driving user engagement and ROAS for advertisers, not on optimizing for price.
For the year ended December 31, 2021, over 24,000 unique advertisers were active on our platform. In addition, we continue to grow our programmatic partnerships, enabling us to grow our advertiser base efficiently.
Expansion Into New Environments, New Content Experiences and New Ad Formats
The accelerating pace of technological innovation and adoption, combined with continuously evolving user behavior and content consumption habits, presents multiple opportunities for growth. The emergence of new devices, platforms and environments in which users spend time consuming content is one area of expansion for us. Similarly, the formats in which content can or will be consumed continue to evolve, as do user-friendly and impactful ad formats that can be delivered in or alongside that content. Fundamentally, we plan to continue making our platform available for media partners on all types of devices and platforms, and all formats of media, that carry their content.
Examples of new environments in which content consumption is expected to grow include connected TVs (“CTV”), screens for autonomous vehicles and public transport, pre-installed applications on new smartphones, smartphone native content feeds, push notifications and email newsletters. We are developing solutions that allow media partners, service providers and manufacturers to provide better curated, personalized and more engaging content feeds and recommendations in these environments. Through our acquisition of vi in the first quarter of 2022, we expanded our video product offerings to new formats and environments, including In-Stream video ads and CTV environments.
The development and deployment of new ad formats allow us to better serve users, media partners and, ultimately, advertisers who seek to target and engage users at scale; this continues to open and grow new types of advertiser demand, while ensuring relevance as the environments in which we operate diversify.
Investment in Our Technology and Infrastructure
Innovation is a core tenet of our Company and our industry. We plan to continue our investments in our people and our technology in order to retain and enhance our competitive position. For example, improvements to our algorithms help us deliver more relevant ads, driving higher user engagement, thereby improving ROAS for advertisers and increasing monetization for our media partners. Our Smartlogic product dynamically adjusts both the arrangement and the formats of content delivered to a user, depending on the user’s preferences and our media partner’s key performance indicators (“KPIs”), ensuring a more personalized and engaging feed experience. We continue to invest in media partner and advertiser focused tools, technology and products as well as privacy-centric solutions, most recently announcing the launch of KeystoneTM, designed as a total business optimization platform for media owners.
We believe that our proprietary micro-services, API-based cloud infrastructure provides us with a strategic competitive advantage as we are able to deploy code an average of 300 times per day and grow in a scalable and highly cost-effective manner. As we develop and deploy solutions for enhanced integration of our technologies in new environments, with new content and ad formats, we anticipate activity through our platform to grow. We anticipate that the investment in our technology, infrastructure and solutions will contribute to our long-term growth.
Industry Dynamics
Our business depends on the overall demand for digital advertising, on the continuous success of our current and prospective media partners, and on the general market conditions. Digital advertising is a rapidly evolving and growing industry, with growth that has outpaced the growth of the broader advertising industry. Content consumption is increasingly shifting online, requiring media owners to adapt in order to successfully attract, engage and monetize their users. Given the large and growing volume of content being generated online, content curation tools are increasingly becoming a necessity for users and media owners alike. Advertisers increasingly rely on digital advertising platforms that deliver highly targeted ads and measurable performance. Regulators across most developed markets are increasingly focused on enacting and enforcing user privacy rules as well as tighter oversight of the major “walled garden” platforms. Industry participants have recently been, and likely will continue to be, impacted by changes implemented by platform leaders such as Apple’s change to its Identifier for Advertisers policy and Google’s evolving roadmap pertaining to the use of cookies within its Chrome web browser. See Item 1A, “Risk Factors” in our 2021 Form 10-K for additional information regarding changing industry dynamics with respect to industry participants and the regulatory environment. Given our focus on innovation, the depth and length of our media partner relationships and our scale, we believe that we are well positioned in the long-term to address and potentially benefit from many of these industry dynamics. Additionally, we believe that our strength in delivering engagement and clear outcomes for advertisers aligns well with the ongoing market shift towards increased accountability and expectations of ROAS from digital advertising spend generally.
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Seasonality
The global advertising industry experiences seasonal trends that affect most participants in the digital advertising ecosystem. Our revenue generally fluctuates from quarter to quarter as a result of a variety of factors, including seasonality, as many advertisers allocate the largest portion of their budgets to the fourth quarter of the calendar year to coincide with increased holiday purchasing, as well as the timing of advertising budget cycles. Historically, the fourth quarter of the year has reflected the highest levels of advertiser spending, and the first quarter generally has reflected the lowest level of advertiser spending. In addition, expenditures by advertisers tend to be cyclical and discretionary in nature, reflecting changes in brand advertising strategy, budgeting constraints and buying patterns and a variety of other factors, many of which are outside of our control. The quarterly rate of increase in our traffic acquisition costs is generally commensurate with the quarterly rate of increase in our revenue. However, traffic acquisition costs have, at times, grown at a faster or slower rate than revenue, primarily due to the mix of the revenue generated or contracted terms with media partners. We generally expect these seasonal trends to continue, though historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and macroeconomic conditions. These trends will affect our operating results and we expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.
Definitions of Financial and Performance Measures
Revenue
We generate revenue from advertisers through ads that we deliver across a variety of media partner properties. We charge advertisers for clicks on and, to a lesser extent, impressions of their ads, depending on how they choose to contract with us. We recognize revenue in the period in which the click or impression occurs.
The amount of revenue that we generate depends on the level of demand from advertisers to promote their content to users across our media partners’ properties. We generate higher revenue at times of high demand, which is also impacted by seasonal factors. For any given marketing campaign, the advertiser has the ability to adjust its price in real time and set a maximum daily spend. This allows advertisers to adjust the estimated ad spend attributable to the particular campaign. Due to the measurable performance that our advertisers achieve with us, a significant portion of our advertisers spend with us on an unlimited basis, as long as their ROAS objectives are met.
Our agreements with advertisers provide them with considerable flexibility to modify their overall budget, price (cost-per-click or cost-per-impression), and the ads they wish to deliver on our platform.
Traffic Acquisition Costs
We define traffic acquisition costs (“TAC”) as amounts owed to media partners for their share of the revenue we generated on their properties. We incur traffic acquisition costs in the period in which the revenue is recognized. Traffic acquisition costs are based on the media partners’ revenue share or, in some circumstances, based on a guaranteed minimum rate of payment from us in exchange for guaranteed placement of our ads on specified portions of the media partner’s digital properties. These guaranteed rates are typically provided per thousand qualified page views, whereas our minimum monthly payment to the media partner may fluctuate based on how many qualified page views the media partner generates, subject to a maximum guarantee. Traffic acquisition costs also include amounts payable to programmatic supply partners.
Other Cost of Revenue
Other cost of revenue consists of costs related to the management of our data centers, hosting fees, data connectivity costs and depreciation and amortization. Other cost of revenue also includes the amortization of capitalized software that is developed or obtained for internal use associated with our revenue-generating technologies.
Operating Expenses
Our operating expenses consist of research and development, sales and marketing and general and administrative expenses. The largest component of our operating expenses is personnel costs. Personnel costs consist of wages, benefits, bonuses, stock-based compensation and, with respect to sales and marketing expenses, sales commissions.
Research and Development. Research and development expenses are related to the development and enhancement of our platform and consist primarily of personnel and the related overhead costs, amortization of capitalized software for non-revenue generating infrastructure and facilities costs.
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Sales and Marketing. Sales and marketing expenses consist primarily of personnel and the related overhead costs for personnel engaged in marketing, advertising, client services, and promotional activities. These expenses also include advertising and promotional spend on media, conferences and other events to market our services, and facilities costs.
General and Administrative. General and administrative expenses consist primarily of personnel and the related overhead costs, professional fees, facilities costs, insurance, and certain taxes other than income taxes. General and administrative personnel costs include, among others, our executive, finance, human resources, information technology and legal functions. Our professional service fees consist primarily of accounting, audit, tax, legal, information technology and other consulting costs, including our implementation of the Sarbanes-Oxley Act requirements.
Other Expense, Net
Other expense, net is comprised of interest expense and other expense, net and interest income.
Interest Expense. Interest expense consists of interest expense on our 2.95% Convertible Senior Notes due 2026 (the “Convertible Notes”), our revolving credit facility and capital leases. Interest expense may increase if we incur borrowings periodically under our revolving credit facility or if we enter into new debt facilities or capital leasing arrangements.
Other Expense, net and Interest Income. Other expense, net and interest income primarily consists of interest earned on our cash and cash equivalents and money market funds, as well as foreign currency exchange gains and losses. Foreign currency exchange gains and losses, both realized and unrealized, relate to transactions and monetary asset and liability balances denominated in currencies other than the functional currencies, including mark-to-market adjustments on undesignated foreign exchange forward contracts. Foreign currency gains and losses may continue to fluctuate in the future due to changes in foreign currency exchange rates.
Provision for Income Taxes
Provision for income taxes consists of federal and state income taxes in the United States (U.S.) and income taxes in certain foreign jurisdictions, as well as deferred income taxes and changes in valuation allowance, reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Realization of our deferred tax assets depends on the generation of future taxable income. In considering the need for a valuation allowance, we consider our historical and future projected taxable income, as well as other objectively verifiable evidence, including our realization of tax attributes, assessment of tax credits and utilization of net operating loss carryforwards.
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Results of Operations
We have one operating segment, which is also our reportable segment. The following tables set forth our results of operations for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Condensed Consolidated Statements of Operations: | |||||||||||||||||||||||
| Revenue | $ | 250,883 | $ | 247,153 | $ | 505,099 | $ | 475,177 | |||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Traffic acquisition costs | 191,554 | 180,324 | 382,250 | 347,937 | |||||||||||||||||||
| Other cost of revenue | 10,610 | 7,767 | 20,199 | 14,709 | |||||||||||||||||||
| Total cost of revenue | 202,164 | 188,091 | 402,449 | 362,646 | |||||||||||||||||||
| Gross profit | 48,719 | 59,062 | 102,650 | 112,531 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 10,519 | 8,474 | 20,947 | 16,902 | |||||||||||||||||||
| Sales and marketing | 28,122 | 21,186 | 55,517 | 41,054 | |||||||||||||||||||
| General and administrative | 12,957 | 12,247 | 28,991 | 22,640 | |||||||||||||||||||
| Total operating expenses | 51,598 | 41,907 | 105,455 | 80,596 | |||||||||||||||||||
| (Loss) income from operations | (2,879) | 17,155 | (2,805) | 31,935 | |||||||||||||||||||
| Other expense, net: | |||||||||||||||||||||||
| Interest expense | (1,953) | (189) | (3,824) | (359) | |||||||||||||||||||
| Other expense, net, and interest income | (3,828) | (943) | (4,909) | (3,196) | |||||||||||||||||||
| Total other expense, net | (5,781) | (1,132) | (8,733) | (3,555) | |||||||||||||||||||
| (Loss) income before provision for income taxes | (8,660) | 16,023 | (11,538) | 28,380 | |||||||||||||||||||
| Provision for income taxes | 1,658 | 822 | 670 | 2,433 | |||||||||||||||||||
| Net (loss) income | $ | (10,318) | $ | 15,201 | $ | (12,208) | $ | 25,947 | |||||||||||||||
Other Financial Data: | |||||||||||||||||||||||
| Research and development as % of revenue | 4.2 | % | 3.4 | % | 4.1 | % | 3.6 | % | |||||||||||||||
| Sales and marketing as % of revenue | 11.2 | % | 8.6 | % | 11.0 | % | 8.6 | % | |||||||||||||||
| General and administrative as % of revenue | 5.2 | % | 5.0 | % | 5.7 | % | 4.8 | % | |||||||||||||||
Non-GAAP Financial Data: (1) | |||||||||||||||||||||||
| Ex-TAC Gross Profit | $ | 59,329 | $ | 66,829 | $ | 122,849 | $ | 127,240 | |||||||||||||||
| Adjusted EBITDA | $ | 5,864 | $ | 24,581 | $ | 17,472 | $ | 45,164 | |||||||||||||||
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(1)Ex-TAC Gross Profit and Adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Reconciliations” in this Report for the definitions and limitations of these measures, and reconciliations to the most comparable GAAP financial measures.
Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021
Revenue
Revenue increased $3.7 million to $250.9 million for the three months ended June 30, 2022 from $247.2 million for the three months ended June 30, 2021. Revenue for the three months ended June 30, 2022 included net unfavorable foreign currency effects of approximately $11.5 million, and increased $15.2 million, or 6.2%, on a constant currency basis, compared to the prior year period. Our reported revenue grew approximately 10%, or $25.8 million from new media partners, including our recently acquired vi business, partially offset by a decrease of approximately $22.2 million due to net revenue retention of 91% on existing media partners. We have experienced lower yields mainly due to weaker demand on our platform, primarily as a result of the current macroeconomic conditions and the impact on advertising spend.
See "Non-GAAP Reconciliations" for information regarding the constant currency measures provided in this discussion and below to supplement our reported results.
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Cost of Revenue and Gross Profit
Traffic acquisition costs increased $11.3 million, or 6.2%, to $191.6 million for the three months ended June 30, 2022 compared to $180.3 million in the prior year period. Traffic acquisition costs for the three months ended June 30, 2022 included net favorable foreign currency effects of approximately $9.6 million, and increased $20.9 million, or 11.6%, on a constant currency basis, compared to the prior year period. The increase in traffic acquisition costs grew more than revenue due to an unfavorable revenue mix and lower performance from certain deals. As a percentage of revenue, traffic acquisition costs increased to 76.4% for the three months ended June 30, 2022, from 73.0% in the three months ended June 30, 2021.
Other cost of revenue increased $2.8 million, or 36.6%, to $10.6 million for the three months ended June 30, 2022 compared to $7.8 million for the three months ended June 30, 2021, primarily due to increased depreciation expense on server equipment and higher hosting fees due to continued platform improvements, including increased data processing capacity. This increase also includes costs from the newly acquired vi business, including the related amortization expense for intangible assets associated with developed technology. As a percentage of revenue, other cost of revenue increased to 4.2% for the three months ended June 30, 2022, from 3.1% for the three months ended June 30, 2021.
Gross profit decreased $10.4 million, or 17.5%, to $48.7 million for the three months ended June 30, 2022 compared to $59.1 million for the three months ended June 30, 2021, which was attributable to the increase in cost of revenue exceeding the increase in revenue, as previously described. Gross profit for the three months ended June 30, 2022 included net unfavorable foreign currency effects of approximately $1.9 million, and declined $8.5 million, or 14.3%, on a constant currency basis, compared to the prior year period.
Ex-TAC Gross Profit
Our Ex-TAC Gross Profit decreased $7.5 million, or 11.2%, to $59.3 million for the three months ended June 30, 2022, from $66.8 million for the three months ended June 30, 2021. Ex-TAC Gross Profit for the three months ended June 30, 2022 included net unfavorable foreign currency effects of approximately $1.9 million, and decreased $5.6 million, or 8.4%, on a constant currency basis, compared to the prior year period. The decrease in Ex-TAC Gross Profit was primarily driven by an unfavorable revenue mix and lower performance from certain deals, partially offset by our revenue growth. See “Non-GAAP Reconciliations” for the related definition and reconciliations to our gross profit.
Operating Expenses
Operating expenses increased by $9.7 million, or 23.1%, to $51.6 million for the three months ended June 30, 2022 from $41.9 million for the three months ended June 30, 2021. Operating expenses for the three months ended June 30, 2022 included net favorable foreign currency effects of approximately $2.7 million, and increased $12.4 million, or 29.7%, on a constant currency basis, compared to the prior year period. The increase in reported operating expenses was primarily driven by higher personnel-related costs of $6.8 million, mainly due to increased headcount and stock-based compensation expenses, increased public company-related costs of $1.6 million, increased costs related to the transition from a largely remote to a post-COVID hybrid environment, and expanded digital services taxes in Europe. These increases were partially offset by lower regulatory costs of $3.1 million, primarily driven by a partial insurance recovery in the current period.
The components of operating expenses are discussed below:
•Research and development expenses — increased $2.1 million, primarily due to higher personnel-related costs to invest in the growth of our platform.
•Sales and marketing expenses — increased $6.9 million, largely comprised of higher personnel-related costs of $3.9 million and expanded digital service taxes of $1.0 million. The remaining increase was primarily attributable to increased marketing costs, costs related to the transition from a largely remote to a hybrid environment, and amortization of certain intangible assets recorded in connection with our acquisition of vi.
•General and administrative expenses — increased $0.7 million, largely due to higher public company costs of $1.6 million, higher personnel-related costs of $1.1 million and higher professional costs. These increases were largely offset by lower regulatory matter costs of $3.1 million, primarily driven by a partial insurance recovery during the three months ended June 30, 2022.
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Operating expenses as a percentage of revenue increased to 20.6% for the three months ended June 30, 2022, from 17.0% for the three months ended June 30, 2021, as operating expenses increased at a higher rate than revenues. We continue to expect our operating expenses to be higher in 2022 as compared to 2021, excluding the 2021 one-time cost of $16.5 million of cumulative stock-based compensation expense for awards with an IPO performance condition, due to higher personnel-related costs (including stock-based compensation), incremental costs associated with being a public company, and higher sales and marketing costs. During 2022, we implemented cost saving initiatives to address the current macroeconomic environment, focusing on efficiencies and cost reduction opportunities.
Total Other Expense, Net
Total other expense, net increased $4.7 million to $5.8 million for the three months ended June 30, 2022, from $1.1 million for the three months ended June 30, 2021. This increase was primarily attributable to higher net unfavorable mark-to-market adjustments of $4.0 million on undesignated foreign exchange forward contracts used to manage our foreign currency exchange risk on net cash flows from our non-U.S. dollar denominated operations, largely driven by the strengthening of the U.S. Dollar versus the Israeli Shekel during the three months ended June 30, 2022. In addition, this increase reflected higher interest expense of $1.7 million, primarily comprised of interest on our convertible senior notes issued in July of 2021. These increases were partially offset by lower net foreign currency losses of $1.0 million resulting from transactions denominated in currencies other than the functional currencies.
Provision for Income Taxes
Provision for income taxes was $1.7 million for the three months ended June 30, 2022, compared to $0.8 million for the three months ended June 30, 2021, primarily due to the geographic mix of earnings in countries with different statutory tax rates. Our effective tax rate was (19.1)% for the three months ended June 30, 2022, compared to 5.1% for the three months ended June 30, 2021, due to a loss from operations in the three months ended June 30, 2022.
Net (Loss) Income
As a result of the foregoing, we recorded net loss of $10.3 million for the three months ended June 30, 2022, as compared to net income of $15.2 million for the three months ended June 30, 2021.
Adjusted EBITDA
Our Adjusted EBITDA decreased $18.7 million to $5.9 million for the three months ended June 30, 2022 from $24.6 million for the three months ended June 30, 2021, which was primarily attributable to the increase in operating expenses and lower Ex-TAC Gross Profit, as previously described. Adjusted EBITDA included net favorable foreign currency effects of approximately $0.7 million. See “Non-GAAP Reconciliations” for the related definitions and reconciliations to our net income.
Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021
Revenue
Revenue increased by $29.9 million, or 6.3%, to $505.1 million for the six months ended June 30, 2022 from $475.2 million for the six months ended June 30, 2021. Revenue for the six months ended June 30, 2022 included net unfavorable foreign currency effects of approximately $17.2 million, and increased $47.1 million, or 9.9%, on a constant currency basis, compared to the prior year period. Our reported revenue grew approximately 11%, or $51.7 million from new media partners, including our recently acquired vi business, partially offset by a decrease of $23.4 million due to net revenue retention of 95% on existing media partners. We have experienced lower yields mainly due to weaker demand on our platform, primarily as a result of the current macroeconomic conditions and the impact on advertising spend.
Cost of Revenue and Gross Profit
Traffic acquisition costs increased $34.4 million, or 9.9%, to $382.3 million for the six months ended June 30, 2022 compared to $347.9 million in the prior year period. Traffic acquisition costs for the six months ended June 30, 2022 included net favorable foreign currency effects of approximately $13.6 million, and increased $48.0 million, or 13.8%, on a constant currency basis, compared to the prior year period. Traffic acquisition costs grew more than revenue due to an unfavorable revenue mix and lower performance from certain deals. As a percentage of revenue, traffic acquisition costs were 75.7% for the six months ended June 30, 2022 and 73.2% for the six months ended June 30, 2021.
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Other cost of revenue increased $5.5 million, or 37.3%, to $20.2 million for the six months ended June 30, 2022 compared to $14.7 million in the prior year period, primarily due to increased depreciation expense on server equipment and higher hosting fees due to continued platform improvements, including increased data processing capacity. This increase also includes costs from the newly acquired vi business, including the related amortization expense for intangible assets associated with developed technology. As a percentage of revenue, other cost of revenue was 4.0% for the six months ended June 30, 2022 and 3.1% for the six months ended June 30, 2021.
Gross profit decreased $9.9 million, or 8.8%, to $102.6 million for the six months ended June 30, 2022, compared to $112.5 million for the six months ended June 30, 2021, which was primarily attributable to the increase in cost of revenue exceeding the increase in revenue, as previously described. Gross profit for the six months ended June 30, 2022 included net unfavorable foreign currency effects of approximately $3.5 million, and decreased $6.4 million, or 5.7%, on a constant currency basis, compared to the prior year period.
Ex-TAC Gross Profit
Our Ex-TAC Gross Profit decreased $4.4 million, or 3.5%, to $122.8 million for the six months ended June 30, 2022, from $127.2 million for the six months ended June 30, 2021. Our Ex-TAC Gross Profit for the six months ended June 30, 2022 included net unfavorable foreign currency effects of approximately $3.5 million, and decreased $0.9 million, or 0.7%, on a constant currency basis, compared to the prior year period. The decrease in Ex-TAC Gross Profit was primarily driven by unfavorable revenue mix and lower performance from certain deals, partially offset by our revenue growth. See “Non-GAAP Reconciliations” for the related definition and reconciliations to our gross profit.
Operating Expenses
Operating expenses increased by $24.9 million, or 30.8%, to $105.5 million for the six months ended June 30, 2022 from $80.6 million for the six months ended June 30, 2021. Operating expenses for the six months ended June 30, 2022 included net favorable foreign currency effects of approximately $2.8 million, and increased $27.7 million, or 34.3%, on a constant currency basis, compared to the prior year period. The increase in reported operating expenses was primarily attributable to higher personnel-related costs of $14.8 million, mainly driven by increased headcount and stock-based compensation expenses, increased public company-related costs of $3.5 million, and expanded digital services taxes in Europe of $1.9 million, as well as increased costs related to the transition from a largely remote to a post-COVID hybrid environment and higher marketing costs. These increases were partially offset by lower regulatory costs of $1.4 million, including a partial insurance recovery in the current period.
The components of operating expenses for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021 are discussed below:
•Research and development expenses—increased $4.0 million, primarily due to higher personnel-related costs to invest in the growth of our platform.
•Sales and marketing expenses—increased $14.5 million, which was largely comprised of higher personnel-related costs of $8.8 million, expanded digital services taxes of $1.9 million, and increased marketing costs of $1.1 million. The remaining increase was primarily attributable to the transition from a largely remote to a hybrid environment and amortization of certain intangible assets recorded in connection with our acquisition of vi.
•General and administrative expenses—increased $6.4 million, primarily due to higher public company costs of $3.5 million, higher personnel-related costs of $2.3 million, and increased costs related to the transition from a largely remote to a hybrid environment. These increases were partially offset by lower regulatory costs of $1.4 million, including a partial insurance recovery in the current period.
Operating expenses as a percentage of revenue increased to 20.9% for the six months ended June 30, 2022, from 17.0% for the six months ended June 30, 2021, as operating expenses increased at a higher rate than revenues.
Total Other Expense, Net
Total other expense, net, increased $5.1 million to net expense of $8.7 million for the six months ended June 30, 2022, compared to a net expense of $3.6 million for the six months ended June 30, 2021. This increase reflected higher interest expense of $3.5 million, primarily comprised of interest on our convertible senior notes issued in July of 2021. In addition, this increase was due to higher net unfavorable mark-to-market adjustments of $3.5 million on undesignated foreign exchange
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forward contracts used to manage our foreign currency exchange risk on net cash flows from our non-U.S. dollar denominated operations, largely driven by the strengthening of the U.S. Dollar versus the Israeli Shekel during the six months ended June 30, 2022. These increases were partially offset by lower net foreign currency losses of $1.9 million resulting from transactions denominated in currencies other than the functional currencies.
Provision for Income Taxes
Provision for income taxes was $0.7 million for the six months ended June 30, 2022, compared to $2.4 million for the six months ended June 30, 2021, reflecting loss from operations in the six months ended June 30, 2022, compared to income from operations in the six months ended June 30, 2021. The decrease in our provision for income taxes was primarily due to lower global pre-tax profitability in the current year, including lower tax expense from inclusion of foreign subsidiaries’ income in the U.S. In addition, we recorded a tax benefit associated with our pre-tax losses in the U.S. during the six months ended June 30, 2022 due to the release of the majority of the valuation allowance against our deferred tax assets in the U.S. during the fourth quarter of 2021. Our effective tax rate decreased to (5.8)% for the six months ended June 30, 2022, compared to 8.6% for the six months ended June 30, 2021.
Our future effective tax rate may be affected by the geographic mix of earnings in countries with different statutory rates. Additionally, our future effective tax rate may be affected by our ongoing assessment of the need for valuation allowance on our deferred tax assets or liabilities, or changes in tax laws, regulations, or accounting principles, as well as certain discrete items.
Net (Loss) Income
As a result of the foregoing, we recorded net loss of $12.2 million for the six months ended June 30, 2022, as compared to net income of $25.9 million for the six months ended June 30, 2021.
Adjusted EBITDA
Our Adjusted EBITDA decreased $27.7 million to $17.5 million for the six months ended June 30, 2022 from $45.2 million for the six months ended June 30, 2021, due to increased operating expenses and other costs of revenue, and lower Ex-TAC Gross Profit, as previously described. Our Adjusted EBITDA for the six months ended June 30, 2022 included net unfavorable foreign currency effects of approximately $0.9 million. See “Non-GAAP Reconciliations” for the related definitions of Adjusted EBITDA and reconciliations to our net income.
Non-GAAP Reconciliations
Because we are a global company, the comparability of our operating results is affected by foreign exchange fluctuations. We calculate certain constant currency measures and foreign currency impacts by translating the current year’s reported amounts into comparable amounts using prior year’s exchange rates. All constant currency financial information being presented is non-GAAP and should be used as a supplement to our reported operating results. We believe that this information is helpful to our management and investors to assess our operating performance on a comparable basis. However, these measures are not intended to replace amounts presented in accordance with U.S. GAAP and may be different from similar measures calculated by other companies.
We present Ex-TAC Gross Profit, Adjusted EBITDA, Adjusted EBITDA as a percentage of Ex-TAC Gross Profit, and Free Cash Flow because they are key profitability measures used by our management and the Board to understand and evaluate our operating performance and trends, develop short-term and long-term operational plans and make strategic decisions regarding the allocation of capital. Accordingly, we believe that these measures provide information to investors and the market in understanding and evaluating our operating results in the same manner as our management and the Board.
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These non-GAAP financial measures are defined and reconciled to the corresponding U.S. GAAP measures below. These non-GAAP financial measures are subject to significant limitations, including those identified below. In addition, other companies in our industry may define these measures differently, which may reduce their usefulness as comparative measures. As a result, this information should be considered as supplemental in nature and is not meant as a substitute for revenue, gross profit, net (loss) income or net cash (used in) provided by operating activities presented in accordance with U.S. GAAP.
Ex-TAC Gross Profit
Ex-TAC Gross Profit is a non-GAAP financial measure. Gross profit is the most comparable GAAP measure. In calculating Ex-TAC Gross Profit, we add back other cost of revenue to gross profit. Ex-TAC Gross Profit may fluctuate in the future due to various factors, including, but not limited to, seasonality and changes in the number of media partners and advertisers, advertiser demand or user engagements.
There are limitations on the use of Ex-TAC Gross Profit in that traffic acquisition cost is a significant component of our total cost of revenue but not the only component and, by definition, Ex-TAC Gross Profit presented for any period will be higher than gross profit for that period. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry which have a similar business, may define Ex-TAC Gross Profit differently, which may make comparisons difficult. As a result, this information, should be considered as supplemental in nature and is not meant as a substitute for revenue or gross profit presented in accordance with U.S. GAAP.
The following table presents the reconciliation of Ex-TAC Gross Profit to gross profit, the most directly comparable U.S. GAAP measure, for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Revenue | $ | 250,883 | $ | 247,153 | $ | 505,099 | $ | 475,177 | |||||||||||||||
| Traffic acquisition costs | (191,554) | (180,324) | (382,250) | (347,937) | |||||||||||||||||||
| Other cost of revenue | (10,610) | (7,767) | (20,199) | (14,709) | |||||||||||||||||||
| Gross profit | 48,719 | 59,062 | 102,650 | 112,531 | |||||||||||||||||||
| Other cost of revenue | 10,610 | 7,767 | 20,199 | 14,709 | |||||||||||||||||||
| Ex-TAC Gross Profit | $ | 59,329 | $ | 66,829 | $ | 122,849 | $ | 127,240 | |||||||||||||||
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss) before charges related to the exchange of senior notes upon IPO; interest expense; interest income and other income (expense), net; (benefit) provision for income taxes; depreciation and amortization; stock-based compensation, and other income or expenses that we do not consider indicative of our core operating performance, including, but not limited to, merger and acquisition costs, and regulatory matter costs. We present Adjusted EBITDA as a supplemental performance measure because we believe it facilitates operating performance comparisons from period to period.
We believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and the Board. However, Adjusted EBITDA is a non-GAAP financial measure and how we calculate Adjusted EBITDA is not necessarily comparable to non-GAAP information of other companies. Adjusted EBITDA should be considered as a supplemental measure and should not be considered in isolation or as a substitute for any measures of our financial performance that are calculated and reported in accordance with U.S. GAAP.
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The following table presents the reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable U.S. GAAP measure, for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net (loss) income | (10,318) | 15,201 | $ | (12,208) | $ | 25,947 | |||||||||||||||||
| Other expense, net | 5,781 | 1,132 | 8,733 | 3,555 | |||||||||||||||||||
| Provision for income taxes | 1,658 | 822 | 670 | 2,433 | |||||||||||||||||||
| Depreciation and amortization | 6,756 | 4,668 | 13,024 | 9,195 | |||||||||||||||||||
| Stock-based compensation | 3,357 | 1,461 | 6,090 | 2,948 | |||||||||||||||||||
| Regulatory matter costs | (1,980) | 1,147 | (261) | 1,147 | |||||||||||||||||||
Merger and acquisition, public company implementation costs (1) | 610 | 150 | 1,424 | (61) | |||||||||||||||||||
| Adjusted EBITDA | $ | 5,864 | $ | 24,581 | $ | 17,472 | $ | 45,164 | |||||||||||||||
| Adjusted EBITDA as % of Ex-TAC Gross Profit | 9.9 | % | 36.8 | % | 14.2 | % | 35.5 | % | |||||||||||||||
_________________________
(1)Primarily includes public company implementation costs and costs related to our acquisition of vi in January 2022, and prior period included costs related to our terminated merger with Taboola.com Ltd.
Free Cash Flow
Free cash flow is defined as cash flow provided by operating activities, less capital expenditures and capitalized software development costs. Free cash flow is a supplementary measure used by our management and the Board to evaluate our ability to generate cash and we believe it allows for a more complete analysis of our available cash flows. Free cash flow should be considered as a supplemental measure and should not be considered in isolation or as a substitute for any measures of our financial performance that are calculated and reported in accordance with U.S. GAAP.
The following table presents the reconciliation of free cash flow to net cash (used in) provided by operating activities.
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Net cash (used in) provided by operating activities | $ | (1,130) | $ | 24,861 | |||||||
Purchases of property and equipment | (10,355) | (676) | |||||||||
Capitalized software development costs | (6,333) | (5,089) | |||||||||
| Free cash flow | $ | (17,818) | $ | 19,096 | |||||||
Liquidity and Capital Resources
Our primary sources of liquidity are our cash and cash equivalents, cash from our operations, cash generated from our IPO and from the offering of our Convertible Notes, as well as available capacity under our revolving credit facility.
As of June 30, 2022, we had $391.4 million of cash and cash equivalents, of which $38.4 million was held outside of the United States by our non-U.S. subsidiaries. We currently do not have any plans to repatriate our earnings from our foreign subsidiaries. We intend to continue to reinvest our earnings from foreign operations for the foreseeable future, and do not anticipate that we will need funds generated from foreign operations to fund our domestic operations.
Our primary source of operating cash flows is cash receipts from advertisers. We primarily use our operating cash for payments due to media partners and vendors, as well as for personnel costs and other employee-related expenditures. We have historically experienced higher cash collections during our first quarter due to seasonally strong fourth quarter sales, and, as a result, our working capital needs typically decrease during the first quarter. We expect these trends to continue as we continue to grow our business.
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Our cash flow used in investing activities primarily consists of capital expenditures and capitalized software development costs. We spent $10.4 million in capital expenditures during the six months ended June 30, 2022 and currently anticipate that our capital expenditures for 2022 will be between $17 million and $20 million, primarily including expenditures for servers and related equipment, leasehold improvements, and office equipment. However, actual expenditures may vary from these estimates.
We believe that the net proceeds from our IPO and the offering of the senior notes (exchanged to convertible notes upon our IPO), together with our cash and cash equivalents and borrowings available to us, will be sufficient to fund our anticipated operating expenses, capital expenditures, and interest payments on our long-term debt for at least the next 12 months and the foreseeable future. During the third quarter of 2022, we initiated a new investment program, which is focused on achieving maximum returns within our investment policy parameters, while preserving capital and maintaining sufficient liquidity. In addition, we may use our available cash to make acquisitions or investments in complementary companies or technologies. We also expect to use cash from our operations to continue to fund share repurchases under our $30 million stock repurchase program. However, there are multiple factors that could impact our future liquidity, including our business performance, our ability to collect payments from our advertisers, having to pay our media partners even if our advertisers default on their payments, or other factors incorporated by reference in Part II, Item 1A of this Report and included elsewhere in this Report.
The following table presents a summary of our debt obligation and our borrowing capacity as of June 30, 2022 and December 31, 2021.
| June 30, 2022 | December 31, 2021 | ||||||||||
| (in thousands) | |||||||||||
| Long-term debt | |||||||||||
| Convertible Notes due July 1, 2026 | $ | 236,000 | $ | 236,000 | |||||||
| Total long-term debt | $ | 236,000 | $ | 236,000 | |||||||
2021 Revolving Credit Facility with Silicon Valley Bank (1) | |||||||||||
| Total availability (up to $75.0 million with $15.0 million for letters of credit) | $ | 74,424 | $ | 75,000 | |||||||
| Borrowings outstanding | — | — | |||||||||
| Remaining availability | $ | 74,424 | $ | 75,000 | |||||||
(1) The 2021 Revolving Credit Facility will terminate on the earlier of (i) November 2, 2026 or (ii) 120 days prior to the maturity date of the Company’s 2.95% Convertible Senior Notes due 2026, unless the Convertible Notes have been converted to common equity securities of the Company. Our obligations and the obligations of the other subsidiary co-borrowers under the 2021 Revolving Credit Facility are secured by a first-priority lien on substantially all our assets and the assets such other subsidiary co-borrowers.
The 2021 Revolving Credit Facility contains representations and warranties, including, without limitation, with respect to collateral; accounts receivable; financials; litigation, indictment and compliance with laws; disclosure and no material adverse effect, each of which is a condition to funding. Additionally, the 2021 Revolving Credit Facility includes events of default and customary affirmative and negative covenants applicable to us and our subsidiaries, including, without limitation, restrictions on liens, indebtedness, investments, fundamental changes, dispositions, restricted payments and prepayment of the Convertible Notes and of junior indebtedness. The 2021 Revolving Credit Facility contains a financial covenant that requires, in the event that credit extensions under the Facility equal or exceed 85% of the lesser of the available commitments under the Facility or upon the occurrence of an event of defaults, our Company to maintain a minimum consolidated monthly fixed charge coverage ratio of 1.00. We were in compliance with all of the financial covenants under the 2021 Revolving Credit Facility as of June 30, 2022 and December 31, 2021.
See Note 8 to the accompanying condensed consolidated financial statements for detailed information relating to our Convertible Notes and our 2021 Revolving Credit Facility.
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Cash Flows
The following table summarizes the major components of net cash flows for the periods presented:
| Six Months Ended June 30, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| (in thousands) | ||||||||||||||
| Net cash (used in) provided by operating activities | $ | (1,130) | $ | 24,861 | ||||||||||
| Net cash used in investing activities | (51,309) | (5,796) | ||||||||||||
| Net cash used in financing activities | (7,690) | (1,225) | ||||||||||||
| Effect of exchange rate changes | (3,875) | (161) | ||||||||||||
Net (decrease) increase in cash, cash equivalents and restricted cash | $ | (64,004) | $ | 17,679 | ||||||||||
Operating Activities
Net cash from operating activities decreased $26.0 million, to net cash used in operating activities of $1.1 million during the six months ended June 30, 2022, as compared to $24.9 million of cash provided by operating activities during the six months ended June 30, 2021, which was primarily driven by a $32.5 million decrease in our net income after non-cash adjustments. This decline was partially offset by an increase in net cash from changes in our working capital of $4.0 million.
Our free cash flow for the six months ended June 30, 2022 was use of cash of $17.8 million, as compared to free cash flow of $19.1 million for the six months ended June 30, 2022, due to lower profitability and higher capital expenditures during the six months ended June 30, 2022. Free cash flow is a supplemental non-GAAP financial measure. See “Non-GAAP Reconciliations” for the related definition and a reconciliation to net cash provided by operating activities.
Investing Activities
Cash used in investing activities increased $45.5 million, to $51.3 million for the six months ended June 30, 2022 from $5.8 million in the same prior year period, primarily due to $34.5 million of consideration paid, net of cash acquired for our acquisition of vi, as well as higher capital expenditures of $9.7 million, primarily attributable to our purchases of servers and related equipment during the six months ended June 30, 2022.
Financing Activities
Cash used in financing activities increased $6.5 million to $7.7 million for the six months ended June 30, 2022, from $1.2 million for the six months ended June 30, 2021, which was primarily attributable to increased stock repurchases of $9.3 million, including $7.5 million in repurchases under our $30 million share repurchase program and the remainder related to shares withheld to satisfy employee tax withholding obligations on vested stock-based compensation awards. This decrease in cash was partially offset by a $2.0 million increase in proceeds from exercises of options and warrants.
Contractual Obligations
Except as disclosed in Note 6, Leases, to the accompanying condensed consolidated financial statements included in Part I, Item 1 of this Report, there were no material changes outside of the ordinary course of business in our commitments and contractual obligations for the six months ended June 30, 2022 from the commitments and contractual obligations disclosed in our 2021 Form 10-K.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
There have been no material changes to our critical accounting policies and estimates as compared to those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our 2021 Form 10-K.
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Off-Balance Sheet Arrangements
We do not currently engage in off-balance sheet financing arrangements. In addition, we do not have any interest in entities referred to as variable interest entities, which includes special purpose entities and other structured finance entities.
Recently Issued Accounting Pronouncements
We are an emerging growth company as defined in the JOBS Act. The JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of some accounting standards until they would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our condensed consolidated financial statements may not be comparable to companies that have adopted new or revised accounting pronouncements as of public company effective dates.
See Note 1 to the accompanying condensed consolidated financial statements for recently adopted accounting standards, and the impact on our financial statements upon adoption.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
We have operations both in the United States and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include interest rate and foreign exchange risks.
Our business is subject to risk associated with inflation. We continue to monitor the impact of inflation to minimize its effects. If our costs, including wages, were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs which could negatively impact our business, financial condition, and results of operations. Inflation throughout the broader economy has and could lead to reduced ad spend and indirectly harm our business, financial condition and results of operations. See Item 1A, “Risk Factors.”
Foreign Currency Risk
Our consolidated results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. The majority of our revenue and cost of revenue are denominated in U.S. Dollars, with the remainder in other currencies. Our operating expenses are generally denominated in the currencies in which our operations are located. A majority of our operating expenses are denominated in U.S. Dollars, with the remainder denominated primarily in New Israeli Shekels and to a lesser extent British pound sterling and Euros. We evaluate periodically the various currencies to which we are exposed and, from time to time, may enter into foreign currency forward exchange contracts to manage our foreign currency risk and reduce the potential adverse impact from the appreciation or the depreciation of our non-U.S. dollar-denominated operations, as appropriate.
During the three and six months ended June 30, 2022, the U.S. Dollar strengthened against most of the currencies in which we operate, which had an unfavorable impact on our operations, as further described in Item 2, “Results of Operations.” The effect of a hypothetical 10% increase or decrease in our weighted-average exchange rates on our revenue, cost of revenue and operating expenses denominated in foreign currencies would result in a $2.2 million favorable or unfavorable change to our operating income for three months ended June 30, 2022, and a $3.7 million favorable or unfavorable change to our operating loss for the six months ended June 30, 2022.
Interest Rate Risk
Our exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of the interest rates in the United States. Our exposure to market risk for changes in interest rates relates primarily to our cash and cash equivalents and any future borrowings under our 2021 Revolving Credit Facility. There have been no amounts outstanding under our revolving credit facility since we amended and restated our loan agreement in November 2021. Long-term debt recorded on our condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021 was $236.0 million, and bears a fixed rate of interest.
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Investment Risk
As of June 30, 2022, we had cash and cash equivalents of $391.4 million, consisting of cash on hand and highly liquid investments in money market funds. During the third quarter of 2022, we initiated a new investment program, which is focused on achieving maximum returns within our investment policy parameters, while preserving capital and maintaining sufficient liquidity. We plan to actively monitor our exposure to the fair value of our investment portfolio in accordance with our policies and procedures, which include monitoring market conditions, to minimize investment risk.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our co-Chief Executive Officers (“co-CEOs”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of June 30, 2022. Based on such evaluation, our co-CEOs and CFO have concluded that as of June 30, 2022, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our co-CEOs and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting that occurred during the three months ended June 30, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our co-CEOs and CFO, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected.
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Part II Other Information
Item 1. Legal Proceedings
Information with respect to this item may be found in Note 10 in the accompanying notes to the condensed consolidated financial statements included in Part I, Item 1 “Financial Statements” of this Report, under “Legal Proceedings and Other Matters,” which is incorporated herein by reference.
Item 1A. Risk Factors
With the exception of the risk factor included below, there have been no material changes to our risk factors as previously disclosed in Item 1A of Part I of the Company’s 2021 Form 10-K, as updated in Item 1A of Part II of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, which are incorporated herein by reference.
Environmental, social and governance (“ESG”) risks could adversely affect the Company's reputation, business and performance and the trading price of its common stock.
Companies are facing increasing scrutiny from investors, customers, regulators and other stakeholders related to their ESG practices and disclosure. Investors, investor advocacy groups and investment funds are also increasingly focused on these practices, especially as they relate to the environment, climate change, diversity and inclusion, workplace conduct and human capital management. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation, our ability to do business with certain customers, vendors, suppliers or other third parties, and our stock price. Increased ESG-related compliance costs could result in increases to our overall operational costs which could impact our profitability. New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure, which would result in increased compliance requirements and costs. Any of the foregoing could have an adverse impact on our business, financial condition or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Recent Sales of Unregistered Equity Securities
None.
(b) Use of Proceeds
On July 27, 2021, we sold 8,000,000 shares of our common stock in connection with our IPO, at a public offering price of $20.00 per share for an aggregate offering price of $160.0 million. The proceeds from the sale were $145.1 million, after deducting underwriting discounts and commissions and offering expenses payable by us. The offer and sale of all of the shares in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-257525), which was declared effective by the SEC on July 22, 2021.
A portion of the net proceeds from our IPO has been used for working capital and general corporate purposes. In January 2022, $37.3 million was used to fund the first installment of the purchase price to acquire video intelligence AG and in July 2022, $11.2 million was used to fund the second installment of the purchase price.
There has been no material change in the planned use of proceeds from our IPO as described in our Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act.
(c) Purchases of Equity Securities by the Issuer
On February 28, 2022, our Board approved a stock repurchase program under which we are authorized to purchase up to $30 million of our common stock, par value $0.001 per share, with no requirement to purchase any minimum number of shares. The manner, timing, and actual number of shares repurchased under the program will depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through privately negotiated transactions, or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. The repurchase program may be commenced, suspended or terminated at any time at our discretion without prior notice.
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In addition, we may from time to time withhold shares in connection with tax obligations related to vesting of restricted stock units in accordance with the terms of our equity incentive plans and the underlying award agreements.
The below table sets forth the repurchases of our common stock for the three months ended June 30, 2022:
| Period | (a) Total number of shares (or units) purchased (1) | (b) Average price paid per share (or unit) (2) | (c) Total number of shares (or units) purchased as part of publicly announced plans or programs | (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in thousands) | ||||||||||||||||||||||
| April 2022 | 26,941 | $10.25 | — | $30,000 | ||||||||||||||||||||||
| May 2022 | 3,880 | $8.53 | — | $30,000 | ||||||||||||||||||||||
| June 2022 | 1,396,380 | $5.40 | 1,388,317 | $22,541 | ||||||||||||||||||||||
| TOTAL | 1,427,201 | $5.50 | 1,388,317 | |||||||||||||||||||||||
(1) Total number of shares purchased includes shares repurchased under our $30 million stock repurchase program, as well as shares withheld to satisfy employee tax withholding obligations arising in connection with the vesting and settlement of restricted stock units under the Company’s 2007 Omnibus Securities and Incentive Plan.
(2) The average price paid per share under the stock repurchase program includes commissions, which do not reduce the remaining authorized amount under the $30 million stock repurchase program.
In July 2022, we repurchased an additional 951,057 shares at an average price of $5.33 per share, totaling $5.1 million, including commissions. As of July 31, 2022, the remaining availability under our $30.0 million stock repurchase program was $17.5 million.
Item 5. Other Information.
On August 10, 2022, the Board appointed Wenkai Bradshaw as the Company’s principal accounting officer effective as of August 12, 2022. Jason Kiviat, the Company’s Chief Financial Officer, had previously been designated as the Company’s principal accounting officer. Ms. Bradshaw, 55, has worked at the Company since 2015 serving as Vice President, Assistant Controller and then Corporate Controller in 2016. There are no family relationships between Ms. Bradshaw and any director, director nominee, or executive officer of the Company, and Ms. Bradshaw does not have an interest in any transaction that would be reportable under Item 404(a) of Regulation S-K.
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EXHIBIT INDEX
| Exhibit No. | Description | ||||||||||
| 10.1* | |||||||||||
| 31.1* | |||||||||||
| 31.2* | |||||||||||
| 31.3* | |||||||||||
32.1*v | |||||||||||
| 101.INS* | XBRL Instance Document | ||||||||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | ||||||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | ||||||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | ||||||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||||||
_______________________________
† Compensatory plan or agreement.
* Filed herewith.
v This certification is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
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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 on August 12, 2022.
| OUTBRAIN INC. | |||||
| By: | /s/ David Kostman | ||||
| Name: David Kostman | |||||
Title: Co-Chief Executive Officer | |||||
| By: | /s/ Jason Kiviat | ||||
| Name: Jason Kiviat | |||||
Title: Chief Financial Officer (Principal Financial Officer) | |||||
46
Addendum C to Lease Agreement dated January 17, 2017
Made and entered into in Netanya on June 30, 2022
Between
Cash and Carry Food Services Ltd., Co. No. 51-167745-2
4 Arye Regev Street, P.O. Box 8147, Netanya
Tel.: 03-6085777; Fax: 03-6085711
(hereinafter: the "Lessor")
of the first part;
And
Outbrain Israel Ltd., Co. No. 51-387130-1
4 Arye Regev Street, P.O. Box 8385, Netanya
Tel.: 077-2706661; Fax: 077-2706629
(hereinafter: the "Lessee")
of the other part;
Whereas on January 17, 2017 a lease agreement was entered into between the Lessor and the Lessee whereby the Lessee leased from the Lessor areas in building known as A in 6 Arye Regev Street, Netanya (hereinafter respectively: the "Premises" and the "Building") constituting part of a project referred to as "Ycenter" (hereinafter: the "Project"); and thereafter a renovation agreement and consent letters were entered into between the parties concerning the maintenance of the Premises; and in March 2020 Addendum A to the Agreement was entered into whereby changes were made in the terms of the lease; the area of the Premises was expanded and leasehold periods were defined (including additional option periods); and on May 11, 2020 Addendum B to the Agreement was entered into whereby certain reliefs were granted to the Lessee during the Corona period (hereinafter the Agreement, the additional consent letters and the agreed changes: the "Lease Agreement" or the "Agreement"); and
Whereas the leasehold period under the Agreement shall expire on February 28, 2023; and the Lessee wishes to exercise its option for an additional leasehold period until February 28, 2026; and
Whereas the Lessee requested to make changes and additions in the terms of the Lease Agreement and the Lessor agreed to make said changes in the manner and according to the terms specified in this Addendum below;
It was therefore declared, warranted and agreed between the parties as follows:
Preamble and Appendices
1.The preamble to this Agreement constitutes an integral part thereof and is binding like all of its terms and the parties confirm the truthfulness thereof.
2.The captions of the sections are provided for convenience and orientation only and shall not be used for the interpretation of this Agreement.
3.All terms and expressions used in this Agreement shall have the meaning afforded them in the Lease Agreement, unless expressly stated otherwise.
Option to lease an area on the roof of the Premises
4.The Lessee shall be entitled, at its exclusive discretion, to lease an area of up to 300 square meter on the roof of the building in which the Premises are located within the area marked green on the photo of the roof of the Building attached as Appendix A to this Addendum (the "Roof Area"). The final Roof Area shall be mutually agreed upon between the parties according to Lessee's plan as reflected in the scheme of the agreed Roof Area which shall be executed by the parties.
5.The monthly leasehold fees for the Roof Area shall amount to NIS 10/square meter plus VAT for each meter of the Roof Area (the "Roof Leasehold Fees") linked to the Index known on the date of execution of this Addendum. The Roof Leasehold Fees shall be paid to the Lessor on the date and in the same manner that the Premises leasehold fees are paid. The Roof Leasehold Fees shall be updated in the Additional Option Period according to the increase in the Premises leasehold fees.
6.Management Fees shall not be charged with respect of the Roof Area.
7.Leasehold fees discounts, if any, for renovation works made, if any, in the areas of the office floors – shall not apply to the roof part of the Premises.
8.The Roof Area shall be delivered to the Lessee in its condition AS IS.
9.The Roof Area shall be leased hereunder as of a dated to be mutually agreed upon between the parties and shall commence on the date on which possession in the Roof Area shall be transferred to the Lessee according to a transfer protocol which shall be entered into between the parties (in this Addendum: the "Effective Date"). As of the Effective Date the Roof Area shall be deemed part of the Premises for all intents and purposes and unless otherwise stated in this Addendum, it shall be subject to the provisions of the Agreement. Two weeks before the Effective Date the financial collateral held by the Lessor (the deposit) shall be increased by an amount equal to the Roof Leasehold Fees plus VAT for a leasehold period of three months.
10.The Lessee shall perform by itself and/or through anyone on its behalf and at its own cost and expense adjustment works on the Roof Area, adjusting it to its needs provided that no construction works shall be made creating roofed areas constituting use of building percentages/building areas. Namely, the Roof Area shall be used by the Lessee as an open space for the benefit of its employees rather than as a closed working area (hereinafter: the "Roof Works").
11.The Lessee shall perform the Roof Works in a manner which shall not harm the sealing of the roof and shall be responsible for repairing any sealing problems, if any, caused as a result of the Roof Works as determined by professional(s) in the field.
12.As part of the Roof Works the Lessee shall install a water meter and an electricity meter to measure the water and electricity consumption in the Roof Area.
13.Upon the termination of the Roof Works the Lessee shall provide the Lessor with a copy of AS MADE plans of the works which were made.
Renovation of the Floor Toilette Rooms
14.The Lessee shall be entitled to renovate the Premises' floor toilette rooms ("Renovation of the Floor Toilette Rooms").
15.Lessor's participation rate in the cost of the Renovation of the Floor Toilette Rooms shall not exceed the sum of NIS 50,000 (fifty thousand) plus VAT for each floor in which Renovation of the Floor Toilette Rooms shall be carried out (women and men) (and in total NIS 150,000 plus VAT for all three floors). The Lessor shall participate in the cost of the Renovation of the Floor Toilette Rooms provided that all of the following conditions are met, in full:
15.1Lessor's participation rate in the Renovation of the Floor Toilette Rooms shall be equal to the actual cost of the renovation (according to invoices which shall be presented) or NIS 50,000 plus VAT whichever is lower ("Lessor's Participation Rate in the Renovation of the Floor Toilette Rooms").
For the purpose of calculating the actual cost of the Renovation of the Floor Toilette Rooms the costs of the materials and sanitary tools as well as the cost of the renovation works borne by the Lessee shall be considered.
15.2The Renovation of the Floor Toilette Rooms shall include replacement of sanitary tools (basins and toilet bowls); replacement of plumbing and faucets; replacement of doors including the toilette room's front door; double sealing of the toilette room floor; replacement of partitions; replacement of floor and wall cladding, all according to a work plan which shall be agreed upon in advance and in writing between the parties.
15.3Lessor's participation in the cost of the Renovation of the Floor Toilette Rooms shall not impose on the Lessor any additional responsibility beyond that which was imposed on it according to the Lease Agreement in connection with the execution of the works and/or their quality and/or responsibility for maintaining any of the facilities which shall be installed in the framework of the Renovation of the Floor Toilette Rooms.
15.4The entitlement to Lessor's participation in the costs of the Renovation of the Floor Toilette Rooms shall apply on the termination of the Renovation of the Floor Toilette Rooms as follows:
15.4.1Upon the termination of the Renovation of the Floor Toilette Rooms the Lessee shall send the Lessor a written notice concerning the termination of the Renovation of the Floor Toilette Rooms (hereinafter: "Lessee's Notice"), together with copies of invoices as specified in section 15.1 above issued by the performing contractor of the renovation works of the floor toilette rooms and/or by the supplier of the materials, certified by Lessee's signature. A description of the relevant works for which each such invoice was issued shall be attached to the above invoices (hereinafter: "Contractor's Document").
15.4.2Within 14 days from its receipt of Lessee's Notice, the Lessor shall inspect and ascertain through its representatives that the Renovation of the Floor Toilette Rooms as described in Contractor's Document has indeed been completed and that the works were made according to the provisions of section 15.2.
If the Lessor failed to inspect the renovation works as aforesaid – within 14 days, it shall be deemed to have confirmed the execution of the Renovation of the Floor Toilette Rooms and its participation in the costs with respect of said floor at Lessor's Participation Rate in the Renovation of the Floor Toilette Rooms.
If inspection as aforesaid was made by the Lessor which found that the works had been performed according to the provisions of the Agreement and this Addendum – Lessor's Participation Rate in the Renovation of the Floor Toilette Rooms according to section 15.1 above shall be transferred within 30 days from the end of the above 14 day inspection period against Lessee's duly issued tax invoice.
If inspection as aforesaid was made by the Lessor which found that the works had not been performed according to Contractor's Document and/or had not been performed according to the provisions of section 15.2 above – it shall notify the Lessee of the required works which should be completed (hereinafter: the "Completion Notice").
The Lessor shall participate in Lessee's toilette rooms' renovation costs and shall transfer Lessor's Participation Rate in the Renovation of the Floor Toilette Rooms within 30 days from the completion of the works according to the Completion Notice.
15.5Upon the completion of the Renovation of the Floor Toilette Rooms the Lessee shall transfer to the Lessor a copy of AS MADE plans of the works which were performed.
Renovation of the Building's Lobby
16.The Lessee shall be entitled renovate the lobby of the Building in which the Premises are located ("Lobby Renovation Works").
Lessor's participation in the costs of the Lobby Renovation Works shall not exceed the sum of NIS 50,000 (Fifty Thousand) plus VAT ("Lessor's Participation Rate in the Lobby Renovation Works"). The Lessor shall participate in the costs of the Lobby Renovation Works provided that all of the following conditions are met, in full:
16.1The costs of the Lobby Renovation Works (according to invoices which shall be presented) shall not be less than NIS 150,000 (one hundred and fifty thousand). In calculating the costs of the Lobby Renovation Works the costs of the materials as well as the cost of the renovation works born by the Lessee shall be considered. The installation costs of the security systems and/or the costs of furniture and/or signage and/or mobile design elements and/or consultants and/or insurance shall be taken into account.
16.2Lessor's participation in the costs of the Lobby Renovation Works shall not impose on the Lessor any additional responsibility beyond that which was imposed on it according to the Lease Agreement in connection with the execution of the works and/or their quality and/or responsibility for maintaining any of the facilities which shall be installed in the framework of the Lobby Renovation Works.
16.3The entitlement to Lessor's participation in the costs of the Lobby Renovation Works shall apply on the termination of the Lobby Renovation Works as follows:
16.3.1Upon the termination of the Lobby Renovation Works the Lessee shall send the Lessor a written notice concerning the termination of the Lobby Renovation Works (hereinafter: "Lessee's Notice"), together with copies of invoices as specified in section 16.1 above issued by the performing contractor of the Lobby Renovation Works and/or by the supplier of the materials, certified by Lessee's signature. A description of the relevant works for which each such invoice was issued shall be attached to the above invoices (hereinafter: "Contractor's Document").
16.3.2Within 14 days from its receipt of Lessee's Notice, the Lessor shall inspect and ascertain through its representatives that the Lobby Renovation Works as described in Contractor's Document have indeed been completed.
If the Lessor failed to inspect the renovation works as aforesaid – within 14 days, it shall be deemed to have confirmed the execution of the Lobby Renovation Works and its participation in the costs with
respect of the Lobby at Lessor's Participation Rate in the Lobby Renovation Works.
If inspection as aforesaid was made by the Lessor which found that the works had been performed according to the provisions of the Agreement and this Addendum – Lessor's Participation Rate in the Lobby Renovation Works according to section 16.1 above shall be transferred within 30 days from the end of the above 14 day inspection period against Lessee's duly issued tax invoice.
If inspection as aforesaid was made by the Lessor which found that the works had not been performed according to Contractor's Document – it shall notify the Lessee of the required works which should be completed (hereinafter: the "Completion Notice").
The Lessor shall participate in Lessee's lobby renovation costs and shall transfer Lessor's Participation Rate in the Lobby Renovation Works within 30 days from the completion of the works according to the Completion Notice.
16.4Upon the completion of the Lobby Renovation Works the Lessee shall transfer to the Lessor a copy of AS MADE plans of the works which were performed.
Agreed Changes to the provisions of the Agreement
17.Section 1.1.3 of the special conditions (page 12 of Appendix A of Addendum A to the Agreement) captioned "Discount in future renovation of the original premises" shall be amended as follows:
The following words shall be deleted:
"provided that the renovation is completed by and no later than February 28, 2022" (first paragraph)
and replaced with:
"provided that the renovation is completed by and no later than February 28, 2025."
18.In the special conditions of Appendix a (new) section 1.1.7 shall be added as follows:
"Upon the completion of the floor renovation works in the Building the Lessee shall transfer to the Lessor a copy of AS MADE plans of the works which were performed."
19.Section 6.5 of the Agreement (page 6 of Appendix A of Addendum A to the Agreement) concerning the monthly leasehold fees during the additional leasehold period shall be amended as follows:
The following words shall be deleted:
The monthly leasehold fees during the additional leasehold period, with respect to each part of the Premises shall be equal to their amount in the last month of the immediately preceding leasehold period with respect to that part of the Premises (including linkage differentials and discounts to the extent that the Lessee was entitled to any discount according to the conditions of this Addendum to the Agreement), plus 5%."
and replaced with:
The monthly leasehold fees during the first additional leasehold period (from March 1, 2023 until February 28, 2026), with respect to each part of the Premises shall be equal to their amount in the last month of the immediately preceding leasehold period with respect to that part of the Premises (including linkage differentials and discounts to the extent that the Lessee was entitled to any discount according to the conditions of this Addendum to the Agreement), plus 3.5%."
The monthly leasehold fees during the second additional leasehold period (from March 1, 2026 until February 28, 2029), with respect to each part of the Premises shall be equal to their amount in the last month of the immediately preceding leasehold period with respect to that part of the Premises (including linkage differentials and discounts to the extent that the Lessee was entitled to any discount according to the conditions of this Addendum to the Agreement), plus 5%."
20.Section 6.5 of the Management Agreement (page 9 of Appendix A of Addendum A to the Agreement) concerning the monthly management fees shall be revised as follows:
The following words in the second paragraph shall be deleted:
"The monthly management fees during the first additional leasehold period (from March 1, 2023 until February 28, 2026) (for each part of the Premises) shall be equal to their amount in the last month of the immediately preceding leasehold period (including linkage differentials), plus 4%."
and replaced with:
"The monthly management fees during the second additional leasehold period (from March 1, 2026 until February 28, 2029), (for each part of the Premises) shall be equal to their amount in the last month of the immediately preceding leasehold period (including linkage differentials), plus 5%."
General Provisions concerning the Execution of the Works
21.The renovation works (with respect to the Roof Works as well as with respect to the floor renovation works: the Lobby Renovation Works and the Renovations of the Floor Toilette Rooms – the "Renovation Works") shall be performed according to the provisions of the Leasehold Agreement and its Appendices (including the obligation to provide an insurance confirmation for the execution period of any of the Renovation Works and a pre-approved work plan by Lessor's representatives for the Renovation Works that it intends to carry out).
22.The Renovation Works shall be performed in a manner avoiding to the maximum extent possible unreasonable disruption under the circumstances, considering the fact that we are concerned with adjustment and construction works, to the conduct of the tenants in the Building and the project, its visitors and lessees in coordination, to the maximum extent possible, with the tenants of the Building with respect to works which may cause a substantial disruption and with the Lessor with respect to the works commencement date and working hours, all of the above according to Lessor's and/or the Management Company's instructions.
23.The Lessee is exclusively responsible for upholding all legal requirements pursuant to any law and/or regulation and/or the requirements of the competent authorities concerning the Renovation Works and their performance.
24.For the avoidance of doubt it is hereby clarified that in the framework of the Renovation Works the Lessee shall not be entitled to perform works which may affect the structure of the Building and/or any part thereof and/or the Building's facades and/or envelope and/or any of the infrastructures and/or of the Building and/or the Project and may not carry out any works requiring a building permit pursuant to the law.
25.The Lessee shall be exclusively responsible for any damage caused to the Lessor and/or other additional tenants in the Building in which the Premises are located and/or to the Lessee and/or to a third party in connection with the Renovation Works, if any, and the Lessee undertakes to indemnify the Lessor for any damage and/or legal action and/or expense, if any, in connection with the Renovation Works, provided that the Lessee is given a reasonable opportunity to defend against any such claim, demand and/or legal action.
26.Without derogating from Lessee's obligations and responsibility according to this Addendum and/or pursuant to any law, the insurance liability provisions applicable to the parties with respect to the Renovation Works are according to the provisions of the Lease Agreement and the insurance appendix which was attached to the Lease Agreement.
General
27.By signing this Addendum to the Agreement the Lessee acknowledges that it has exercised the first option period granted to it and that the leasehold period shall terminate on February 28, 2026.
28.The addresses of the parties for the purpose of this Agreement are as specified in the preamble of this Agreement.
29.This Agreement reflects the entire agreements between the parties concerning the works, Lessor's participation in the cost of the works by way of reducing the leasehold fees, and no oral or written promise, representation, undertaking and the like shall be valid unless included in this Agreement.
In Witness Whereof the Parties affixed their signatures below:
| The Lessor | The Lessee | |||||||
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Kostman, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Outbrain Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2022
| By: | /s/ David Kostman | ||||
| Name: David Kostman | |||||
| Title: Co-Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Yaron Galai, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Outbrain Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2022
| By: | /s/ Yaron Galai | ||||
| Name: Yaron Galai | |||||
| Title: Co-Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.3
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jason Kiviat, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Outbrain Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2022
| By: | /s/ Jason Kiviat | ||||
| Name: Jason Kiviat | |||||
| Title: Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICERS AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, David Kostman and Yaron Galai, Co-Chief Executive Officers (Principal Executive Officer) of Outbrain Inc. (the “Company”), and Jason Kiviat, Chief Financial Officer (Principal Financial Officer) of the Company, each hereby certifies that, to the best of his or her knowledge:
1.The Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 12, 2022
| By: | /s/ David Kostman | ||||
| Name: David Kostman | |||||
| Title: Co-Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| By: | /s/ Yaron Galai | ||||
| Name: Yaron Galai | |||||
| Title: Co-Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| By: | /s/ Jason Kiviat | ||||
| Name: Jason Kiviat | |||||
| Title: Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||