KUBIENT, INC. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, our business strategy (including anticipated trends and developments in, and management plans for, our business and the markets in which we operate), financial results, the impact of COVID-19 on our business, operations, and the markets and communities in which we, our clients, and partners operate, results of operations, revenues, operating expenses, and capital expenditures, sales and marketing initiatives and competition. In some cases, you can identify forward-looking statements because they contain words such as "may," "might," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "suggests," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These statements are not guarantees of future performance; they reflect our current views with respect to future events and are based on assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements. We discuss many of these risks in other filings we make from time to time with theSecurities and Exchange Commission (the "SEC"). Also, these forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q, which are inherently subject to change and involve risks and uncertainties. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made. Given these uncertainties, investors should not place undue reliance on these forward-looking statements. Investors should read this Quarterly Report on Form 10-Q and the documents that we reference in this report and have filed with theSEC , including our Annual Report on Form 10-K, filed with theSEC onMarch 31, 2022 , with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Unless the context requires otherwise, references to the "Company," "Kubient ," "we," "us" and "our" refer toKubient, Inc. , aDelaware corporation and its wholly-owned subsidiary,Fidelity Media, LLC , aDelaware limited liability company. For explanations of certain terms used in this Quarterly Report on Form 10-Q, please read "Glossary" beginning on page A-1.
Overview
The Company's experienced team of marketing and technology veterans has developed theAudience Marketplace , a modular, highly scalable, transparent, cloud-based software platform for real-time trading of digital,Programmatic Advertising . The Company's platform's open marketplace gives both advertisers (ad space buyers) and Publishers (ad space sellers) the ability to use machine learning in the most critical parts of anyProgrammatic Advertising inventory auction, while simultaneously and significantly reducing those advertisers and Publishers' exposure to fraud, specifically in the Pre-bid environment. The Company also provides unique capabilities with its proprietary pre-bid ad fraud detection & prevention, Kubient Artificial Intelligence ("KAI"), which has the ability to stop fraud in the critical 300 millisecond window before an advertiser spends their budget on fraudulent ad space. The technology is powered by deep learning algorithms, the latest advancement in machine learning, which allows the Company to ingest vast amounts of data, find complex patterns in the data and make accurate predictions. Most importantly, it's self-learning, getting smarter and more accurate over time. This provides advertisers a powerful tool capable of preventing the purchase of ad fraud. 14
Table of Contents
The Company believes that itsAudience Marketplace technology allows advertisers to reach entire audiences rather than buying single impressions from disparate sources. By becoming a one stop shop for advertisers and publishers, providing them with the technology to deliver meaningful messages to their target audience, all in one place, on a single platform that is computationally efficient, transparent, and as safely fraud-free as possible, the Company believes that itsAudience Marketplace platform (and the application of the platform's machine learning algorithms) leads to increased publisher revenue, lower advertiser cost, reduced latency and increased economic transparency during the advertising auction process.
Russian Sanctions
The current invasion ofUkraine byRussia has escalated tensions amongthe United States , theNorth Atlantic Treaty Organization ("NATO") andRussia .The United States and otherNATO member states, as well as non-member states, have announced new sanctions againstRussia and certain Russian banks, enterprises and individuals. Violation of such sanctions could result in civil and criminal, monetary and non-monetary penalties, disruptions to our business, limitations on our ability to import and export products and services, and damage to our reputation. As a result, the Company had terminated 10 contractors performing software engineering services as ofMarch 25, 2022 . As a result, the Company does not currently employ or contract with any engineers located inRussia . The current political climate has reduced the available number of engineers for hire in such regions. Furthermore, on-going conflict inUkraine and the spread of political tensions in surrounding areas could increase the threat of cyberwarfare as well as wide-spread internet service interruptions, which would likely disrupt or delay the operations of many digitally-focused companies
such
as our own.
COVID-19
The novel coronavirus ("COVID-19") pandemic continues to impact global economic
conditions, as well as the Company's operations. COVID-19 had a meaningful
negative impact on our financial condition, cash flows and results of operations
during 2020, as revenues declined and we reduced spending in light of COVID-19
uncertainty. Although we continued to experience disruption and volatility
during 2021, which could continue to have an adverse effect on our revenues and
earnings in 2022, the ultimate economic impact of the pandemic remains fluid, as
there continue to be periods of COVID-19 resurgence in various parts of the
world. The extent of the impact of the COVID-19 pandemic in 2022 on our
operational and financial performance will depend on a variety of factors, some
of which are outside our control, including the duration and spread of COVID-19
and its variants, and its impact on our clients, partners, industry, and
employees, all of which are uncertain at this time and cannot be accurately
predicted.
Similarly, the economic uncertainty caused by the COVID-19 pandemic has made and
may continue to make it difficult for us to forecast revenue and operating
results and to make decisions regarding operational cost structures and
investments. We have committed, and we plan to continue to commit, resources to
grow our business, employee base, and technology development, and such
investments may not yield anticipated returns, particularly if worldwide
business activity continues to be impacted by the COVID-19 pandemic. The
duration and extent of the impact from the COVID-19 pandemic depend on future
developments that cannot be accurately predicted at this time, and if we are not
able to respond to and manage the impact of such events effectively, our
business may be harmed.
There can be no assurance that precautionary measures, whether adopted by us or
imposed by others, will be effective, and such measures could negatively affect
our sales, marketing, and client service efforts, delay and lengthen our sales
cycles, decrease our employees', clients', or partners' productivity, or create
operational or other challenges, any of which could harm our business and
results of operations.
15
Table of Contents
Results of Operations
Three Months Ended
The following table presents the results of operations for the three months
ended
For the Three Months Ended
September 30,
2022 2021
Net Revenues $ 481,812 $ 676,986
Costs and Expenses:
Sales and marketing 735,296 715,820
Technology 525,383 776,573
General and administrative 1,132,649 1,514,913
Loss accrual on customer contract (232,964) -
Total Costs and Expenses 2,160,364 3,007,306
Loss From Operations (1,678,552) 2,330,320
Other (Expense) Income:
Interest expense (2,508) (2,098)
Interest income 6,896 21,805
Total Other Income 4,388 19,707
Net Loss $ (1,674,164) $ (2,310,613)
Net Revenues
For the three months ended September 30, 2022 , net revenues decreased by
$195,174 , or 29%, to $481,812 from $676,986 for the three months ended September
30, 2021 . The decrease was primarily attributable to a decrease of $495,000 of
net revenues associated with a major customer as compared to the 2021 period,
partially offset by revenues generated in the 2022 period related to customer
contracts acquired in connection with our acquisition of MediaCrossing in
November 2021 .
See Loss Accrual on Customer Contract for a discussion of a reversal of an
estimated loss accrual recorded during the three months ended
Sales and Marketing
For the three months ended
Technology
For the three months endedSeptember 30, 2022 , technology expenses decreased by$251,190 , or 32%, to$525,383 from$776,573 for the three months endedSeptember 30, 2021 . The decrease is primarily due to a decrease in headcount costs of approximately$74,000 , hosting fees of approximately$13,000 , software-technology subscription expense of approximately$10,000 , amortization of approximately$141,000 and consulting expenses of approximately$14,000 .
16
Table of Contents
General and Administrative
For the three months ended September 30, 2022 , general and administrative
expenses decreased by $382,264 , or 25%, to $1,132,649 from $1,514,913 for the
three months ended September 30, 2021 . The decrease is primarily due to
decreases in non-cash stock-based compensation of approximately $141,000 ,
professional services expense of approximately $118,000 and consulting expense
of approximately $108,000 .
Loss Accrual on Customer Contract
During the three months endedSeptember 30, 2022 , we reversed$232,964 of the loss accrual on customer contract related to media costs incurred associated with a contract with a customer. The reversal was a result of our recognition of revenue during the three months endedSeptember 30, 2022 for cash payments received related to the loss accrual we recognized the quarter endedMarch 31, 2022 . We will continue to monitor this loss accrual going forward.
Other Income
For the three months ended
Nine Months Ended
The following table presents the results of operations for the nine months ended
For the Nine Months Ended
September 30,
2022 2021
Net Revenues $ 2,127,467 $ 1,882,311
Costs and Expenses:
Sales and marketing 3,118,729 1,977,150
Technology 2,640,239 1,916,020
General and administrative 4,824,406 3,878,765Impairment loss on intangible assets 2,626,974
-
Impairment loss on property and equipment 49,948
-
Impairment loss on goodwill 463,000
-
Loss accrual on customer contract 142,723
-
Total Costs and Expenses 13,866,019 7,771,935
Loss From Operations (11,738,552) (5,889,624)
Other (Expense) Income:
Interest expense (8,916) (5,308)
Interest income 11,921 84,469Change in fair value of contingent consideration 613,000
-
Other income 11,000 233
Total Other Income 627,005 79,394
Net Loss $ (11,111,547) $ (5,810,230)
Net Revenues
For the nine months ended September 30, 2022 , net revenues increased by
$245,156 , or 13%, to $2,127,467 from $1,882,311 for the nine months ended
September 30, 2021 . The increase in net revenues is primarily attributable to
net revenues generated related to customer contracts acquired in connection with
our acquisition of MediaCrossing in November 2021 , partially offset by a
decrease of $696,000 of net revenues associated with a major customer as
compared to the 2021 period.
17
Table of Contents
See Loss Accrual on Customer Contract for a discussion of an estimated loss
accrual recorded during the nine months ended
Sales and Marketing For the nine months endedSeptember 30, 2022 , sales and marketing expenses increased by$1,141,579 , or 58%, to$3,118,729 from$1,977,150 for the nine months endedSeptember 30, 2021 . The increase is primarily due to an increase in headcount costs of approximately$1,610,000 and software tools of approximately$87,000 , partially offset by a decrease in non-cash stock-based compensation of approximately$179,000 , selling expense of approximately$250,000 , sales commissions expense of approximately$56,000 and consulting expense of approximately$78,000 .
Technology
For the nine months endedSeptember 30, 2022 , technology expenses increased by$724,219 , or 38%, to$2,640,239 from$1,916,020 for the nine months endedSeptember 30, 2021 . The increase is primarily due to an increase in headcount costs of approximately$310,000 , hosting fees of approximately$286,000 , non-cash stock-based compensation of approximately$137,000 , amortization of approximately$27,000 , software tools expense of approximately$23,000 , partially offset by a decrease in consulting expense of approximately$39,000 .
General and Administrative
For the nine months endedSeptember 30, 2022 , general and administrative expenses increased by$945,641 , or 24%, to$4,824,406 from$3,878,765 for the nine months endedSeptember 30, 2021 . The increase is primarily due to increases in professional fees of approximately$542,000 , non-cash stock-based compensation of approximately$397,000 , office expenses of approximately$130,000 , director fees of approximately$89,000 , headcount costs of approximately$49,000 , state taxes of approximately$22,000 , dues and software subscriptions of approximately$53,000 , partially offset by a decrease in consulting services expense of approximately$234,000 , recruiting expense of approximately$98,000 , and insurance expense of approximately$5,000 .
Impairment Loss on Intangible Assets, Property and Equipment and
During the nine months ended
During the nine months endedSeptember 30, 2022 , we identified triggering events that indicated its finite-lived intangible assets and goodwill were at risk of impairment and, as such, performed the required quantitative impairment assessment to ultimately evaluate whether carrying value exceeded fair value. The primary triggers for the impairment review were a loss of customers as well as a reduction in the value ofKubient's market capitalization. As a result of the quantitative assessments, we determined the intangible assets and goodwill were fully impaired.
Loss Accrual on Customer Contract
During the nine months endedSeptember 30, 2022 , we recognized an estimated loss accrual on a customer contract of$142,723 related to media costs incurred associated with a contract with a customer. We will continue to monitor this loss accrual going forward. Other Income
For the nine months ended
18
Table of Contents
Non-GAAP Measures
Adjusted EBITDA
The Company defines EBITDA as net income (loss) before interest, taxes and depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA, further adjusted to eliminate the impact of certain non-recurring items and other items that we do not consider in our evaluation of our ongoing operating performance from period to period. These items will include stock-based compensation, restructuring and severance costs, transaction costs, acquisition costs, certain other non-recurring charges and gains that the Company does not believe reflects the underlying business performance.
For the three and nine months ended
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Net Loss $ (1,674,164) $ (2,310,613) $ (11,111,547) $ (5,810,230)
Interest expense 2,508 2,098 8,916 5,308
Interest income (6,896) (21,805) (11,921) (84,469)
Depreciation and amortization - 144,775 330,993 304,068
EBITDA 1,678,552 (2,185,545) (10,783,559) (5,585,323)
Adjustments:Stock-based compensation expense$ 157,094 $ 263,247 878,721 523,999 Impairment loss on intangible assets - - 2,626,974 - Impairment loss on property and equipment - - 49,948 - Impairment loss on goodwill - - 463,000 - Change in fair value of contingent consideration - - (613,000) - Adjusted EBITDA$ (1,521,458) $
(1,922,298)
Adjusted Loss Per Share$ (0.11) $ (0.13) $ (0.51) $ (0.37) Weighted Average Common Shares Outstanding - Basic and Diluted 14,337,412
14,252,886 14,300,022 13,627,435
EBITDA and Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted inthe United States of America ("U.S. GAAP"). Management believes that because Adjusted EBITDA excludes (a) certain non-cash expenses (such as depreciation, amortization and stock-based compensation) and (b) expenses that are not reflective of the Company's core operating results over time (such as stock-based compensation expense), this measure provides investors with additional useful information to measure the Company's financial performance, particularly with respect to changes in performance from period to period. The Company's management uses EBITDA and Adjusted EBITDA (a) as a measure of operating performance, (b) for planning and forecasting in future periods, and (c) in communications with the Company's board of directors concerning the Company's financial performance. The Company's presentation of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation and should not be used by investors as a substitute or alternative to net income or any measure of financial performance calculated and presented in accordance withU.S. GAAP. Instead, management believes EBITDA and Adjusted EBITDA should be used to supplement the Company's financial measures derived in accordance withU.S. GAAP to provide a more complete understanding of the trends affecting the business. Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and investors should not consider it in isolation or as a substitute for, or more meaningful than, amounts determined in accordance withU.S. GAAP. Some of the limitations to using non-GAAP measures as an analytical tool are (a) they do not reflect the Company's interest income and expense, or the requirements necessary to service interest or principal payments on the Company's debt, (b) they do not reflect future requirements for capital expenditures or contractual commitments, and (c) although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and non-GAAP measures do not reflect any cash requirements for such replacements. 19
Table of Contents
Liquidity and Capital Resources
We measure our liquidity in a number of ways, including the following:
September 30 ,December 31, 2022 2021 (unaudited)
Cash and cash equivalents
$ 15,266,962 $ 22,676,301
Availability of Additional Funds
As a result of its public offerings and the related note conversions, the Company believes its current cash on hand is sufficient to meet its operating and capital requirements for at least the next twelve months from the date these financial statements are issued. Our operating needs include the planned costs to operate our business, including amounts required to fund working capital and capital expenditures. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully commercialize our products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings.
Cash Flows
Nine Months Ended
Our sources and uses of cash were as follows:
Cash Flows From Operating Activities
We experienced negative cash flows from operating activities for the nine months endedSeptember 30, 2022 and 2021 in the amounts of$7,527,466 and$4,577,923 , respectively. The net cash used in operating activities for the nine months endedSeptember 30, 2022 was primarily a result of cash used to fund a net loss of$11,111,547 , adjusted for net non-cash expenses of$3,743,636 , partially offset by$159,555 of net cash used in changes in the levels of operating assets and liabilities. The net cash used in operating activities for the nine months endedSeptember 30, 2021 was primarily a result of cash used to fund a net loss of$5,810,230 , adjusted for net non-cash expenses of$828,067 , partially offset by$404,240 of net cash provided by changes in the levels of operating assets and liabilities.
Cash Flows From Investing Activities
Net cash used in investing activities for the nine months endedSeptember 30, 2022 was$16,549 , which was attributable to purchases of property and equipment. Net cash used in investing activities for the nine months endedSeptember 30, 2021 was$1,157,403 , which was attributable to purchases of intangible assets and property and equipment.
Cash Flows From Financing Activities
Net cash used in financing activities for the nine months endedSeptember 30, 2022 was$466,385 , which was attributable to repayments of our PPP loan of$149,843 as well as repayments of financed director and officer insurance premiums of$316,542 . Net cash provided by financing activities for the nine months endedSeptember 30, 2021 was$9,699,654 , which was attributable by the exercises of options and warrants of$9,795,510 , partially offset by$27,510 of cash used to pay deferred offering costs and$68,346 of cash was used to partially repay our PPP loan. 20 Table of Contents Critical Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted inthe United States of America , orU.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenues and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary. Management bases their estimates on historical experience and on various other factors that they believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements. While our significant accounting policies are more fully described in the notes to our consolidated financial statements appearing elsewhere in this prospectus, we believe that the following accounting policies and estimates are critical to the process of making significant judgments and estimates in the preparation of our financial statements and understanding and evaluating our reported financial results.
Revenue Recognition
The Company maintains a contract with each customer and supplier, which specifies the terms of the relationship. The Company provides a service to its customers (the buy-side ad networks who work for advertisers) by connecting advertisers and publishers. For this service, the Company earns a percentage of the amount that is paid by the advertiser, who wants to run a digital advertising campaign, which, in some cases, is reduced by the amount paid to the publisher, who wants to sell its ad space to the advertiser. The transaction price is determined based on the consideration to which the Company expects to be entitled, including the impact of any implicit price concessions over the course of the contract. The Company's performance obligation is to facilitate the publication of advertisements. The performance obligation is satisfied at the point in time that the ad is placed. Subsequent to a bid being won, the associated fees are generally not subject to refund or adjustment. Historically, any refunds and adjustments have not been material. The revenue recognized is the amount the Company is responsible to collect from the customer related to the placement of an ad (the "Gross Billing"), less the amount the Company remits to the supplier for the ad space (the "Supplier Cost"), if any. The determination of whether the Company is the principal or agent, and hence whether to report revenue on a gross basis equal to the Gross Billing or on a net basis for the difference between the Gross Billing and Supplier Cost, requires judgment. The Company acts as an agent in arranging via its platform for the specified good (the ad space) to be purchased by the advertiser, as it does not control the goods or services being transferred to the end customer, it does not take responsibility for the quality or acceptability of the ad space, it does not bear inventory risk, nor does it have discretion in establishing price of the ad space. As a result, the Company recognizes revenue on a net basis for the difference between the Gross Billing and the Supplier Cost. The Company invoices customers on a monthly basis for the amount of Gross Billings in the relevant period. Invoice payment terms, negotiated on a customer-by- customer basis, are typically between 45 to 90 days. However, for certain agency customers with sequential liability terms as specified by theInteractive Advertising Bureau , (i) payments are not due to the Company until such agency customers has received payment from its customers (ii) the Company is not required to make a payment to its supplier until payment is received from the Company's customer and (iii) the supplier is responsible to pursue collection directly with the advertiser. As a result, once the Company has met the requirements of each of the five steps under ASC 606, the Company's accounts receivable are recorded at the amount of Gross Billings which represent amounts it is responsible to collect and accounts payable, if applicable, are recorded at the amount payable to suppliers. In the event step 1 under ASC 606 is not met, the Company does not record either the accounts receivable or accounts payable. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis. From time to time, the Company records loss accruals for estimated costs that exceed estimated revenue related to its contracts with customers. During the three and nine months endedSeptember 30, 2022 , the Company recognized an estimated loss accrual (reversal) on a customer contract of$(232,964) and$142,723 , respectively, related to media costs incurred associated with a contract with a customer, which was included in costs and expenses on the condensed consolidated statement of operations. 21 Table of Contents Business Combinations Business combinations are accounted for using the acquisition method and, accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any contingent consideration are recorded at their acquisition date fair values. The Company's fair value measurement of the contingent consideration is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company's own assumptions in measuring fair value.
Intangible Assets
Intangible assets are comprised of costs to acquire and develop computer software, including the costs to acquire third-party data which is used to improve the Company's artificial intelligence platform for client use, as well as costs to acquire customer lists, customer contracts and related customer relationship and restrictive covenant agreements. The intangible assets have estimated useful lives of two years for the computer software, five years for the capitalized data, seven years for the customer lists and three years for the restrictive covenant agreements. Once placed into service, the Company amortizes the cost of the intangible assets over their estimated useful lives on a straight-line basis.
Impairment of Long-lived Assets
The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. An impairment would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.
Stock-Based Compensation
The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an award, the Company issues new shares of common stock out of its authorized shares. The Company accrues for any equity awards at fair value that have been contractually earned but not yet issued.
© Edgar Online, source
