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As filed with the Securities and Exchange Commission on November 16, 2021

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Samba TV, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   518210   26-3436467

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

118 King Street

San Francisco, California 94107

(415) 400-5750

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ashwin Navin

Chief Executive Officer

118 King Street

San Francisco, California 94107

(415) 400-5750

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Steven V. Bernard

Melissa S. Rick

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

(650) 493-9300

 

Maulik Shah

Samba TV, Inc.

118 King Street

San Francisco, California 94107

(415) 400-5750

 

Martin A. Wellington

Carlton Fleming

Helen Theung

Sidley Austin LLP

1001 Page Mill Road

Building 1

Palo Alto, California 94304

(650) 565-7000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class

of Securities to be Registered

 

Proposed

Maximum
Aggregate

Offering Price(1)(2)

  Amount of
Registration Fee

Class A common stock, par value $0.0001 per share

  $75,000,000   $6,952

 

 

(1)

Includes offering price of additional shares that the underwriters have the option to purchase.

 

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject to Completion.

Preliminary prospectus dated                , 2021

PROSPECTUS

                Shares

 

LOGO

Samba TV, Inc.

Class A Common Stock

 

 

This is an initial public offering of shares of Class A common stock of Samba TV, Inc. We are selling                  shares of our Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $        and $        per share.

We have applied to list our Class A common stock on the New York Stock Exchange under the symbol “SMBA.”

Following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of our Class A common stock and Class B common stock will be identical, except with respect to voting and conversion rights. Each share of Class A common stock will be entitled to one vote per share. Each share of Class B common stock will be entitled to 20 votes per share and will be convertible at any time into one share of Class A common stock.

Upon the completion of this offering, all shares of Class B common stock will be held by Ashwin Navin, Alvir Navin and entities controlled by them and entities affiliated with August Capital (collectively, the Class B Holders). Upon completion of this offering, the Class B Holders will collectively hold approximately     % of the voting power of our outstanding capital stock, which voting power may increase over time as certain of the Class B Holders exercise or vest in equity awards or warrants outstanding at the time of the completion of this offering. If all such equity awards or warrants held by the Class B Holders had been exercised or vested and exchanged for shares of Class B common stock as of the date of the completion of this offering, the Class B Holders would collectively hold     % of the voting power of our outstanding capital stock.

We are an “emerging growth company” as defined under the federal securities laws and as such, have elected to comply with certain reduced public company reporting requirements in this prospectus and may elect to do so in future filings.

See the section titled “Risk Factors” beginning on page 16 to read about factors you should consider before deciding to invest in shares of our Class A common stock.

 

     Per Share      Total  

Initial public offering price

   $        $    

Underwriting discounts and commissions(1)

   $        $    

Proceeds, before expenses, to Samba TV, Inc.

   $        $    

 

(1)

See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters an option to purchase up to an additional                  shares of our Class A common stock from us at the initial public offering price, less the underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about                 , 2021.

 

 

 

BofA Securities   Evercore ISI

Oppenheimer & Co.

 

 

 

BMO Capital Markets   Craig-Hallum    Stephens Inc.   LUMA Securities

 

 

Prospectus dated                , 2021


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LOGO

SAMBA TV We Have Proprietary TV Data We analyze viewership at the glass Linear FX Atlanta Millions of TVs GENERATED FROM TV & SET-TOP BOX PARTNERSHIPS 24 SMART TV BRAND INTEGRATIONS SONY TCL PHILIPS TOSHIBA SANYO SHARP element MAGNAVOX SEIKI Westinghouse LG Panasonic beko HITACHI NOC TELEFUNKEN JVC REGAL FINLUX GRUNDIG VESTEL Digihome techwood LUXOR LINEAR STB SVOD AVOD GAMING SET-TOP BOX DATA PARTNERSHIPS Tivo 6IX 0ERO 5IVE


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LOGO

SAMBA TV Samba TV’s Global Reach Proven revenue stream with massive opportunity for growth 6 COUNTRIES Revenue Generating 3 COUNTRIES In Beta 100+ COUNTRIES Where Samba’s TVs Exist


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LOGO

SAMBA TV Single View of the Customer Across Their Journey SAMBA CTV PLATFORM Proprietary TV Viewership Data Real-time TV viewership data from opted in consumers In-house Identity Resolution Matches Samba TV data with customer devices & signals Demographic Data Mosaic of attributes to deepen understanding of a TV household e.g. household income, credit score


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TABLE OF CONTENTS

 

     Page  
LETTER FROM ASHWIN NAVIN, FOUNDER AND CHIEF EXECUTIVE OFFICER      ii  

PROSPECTUS SUMMARY

     1  

RISK FACTORS

     16  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     52  

MARKET, INDUSTRY AND OTHER DATA

     54  

USE OF PROCEEDS

     55  

DIVIDEND POLICY

     56  

CAPITALIZATION

     57  

DILUTION

     60  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  

 

63

 

BUSINESS

     88  

MANAGEMENT

     101  

EXECUTIVE COMPENSATION

     110  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     127  

PRINCIPAL STOCKHOLDERS

     132  

DESCRIPTION OF CAPITAL STOCK

     135  

SHARES ELIGIBLE FOR FUTURE SALE

     142  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK

  

 

145

 

UNDERWRITING

     150  

LEGAL MATTERS

     158  

EXPERTS

     159  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

     160  

INDEX TO FINANCIAL STATEMENTS

     F-1  

Neither we nor any of the underwriters have authorized anyone to provide you with information that is different than the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take any responsibility for, and cannot provide any assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus or in any applicable free writing prospectus is accurate only as of the date of this prospectus or such free writing prospectus, as applicable, regardless of the time of delivery of this prospectus or any such free writing prospectus or of any sale of the securities offered hereby. Our business, operating results, financial condition and prospects may have changed since that date.

This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. Neither we nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who have come into possession of this prospectus in a jurisdiction outside the United States are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

 

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LETTER FROM ASHWIN NAVIN, FOUNDER AND CHIEF EXECUTIVE OFFICER

Stories connect us and create a sense of belonging. They transport us to worlds we’ve never been and help us understand the world in which we live.

Empowered by internet-connected devices, audiences today have more choice and more access to the stories they love. Viewers have immersed themselves in new and innovative ways to create, consume, and enjoy these stories. This includes multiple new streaming services that enable eager viewers to control their entertainment experience. In recent years, major studios have changed and challenged the manner in which films are released, creating new business models in the process. There has been an explosion in podcasting, continued expansion in video and audio live streaming, a boom in immersive video game worlds, and a nearly endless slate of user-generated content. What do these successful initiatives have in common? The programmers’, platforms’, brands’ and studios’ ability to harness the insights gleaned from viewership data fueled by the currency of a consumer’s attention.

Despite these new formats, new devices and new behaviors, one thing hasn’t changed: we still like viewing on a large screen. And now those screens are smart, interactive and connected to the internet. However, our rapidly changing viewership habits have created enormous fragmentation, upending the dominant hold that the traditional broadcast and cable players have had on audiences’ attention for decades.

Since launching Samba TV in 2008, our goal has been to empower the entire television and video ecosystem by transforming the TV from a pane of glass on the wall into a tool that brands can more effectively use to engage with their audiences, and that audiences can use to build connections with each other and the brands that they love. We address the needs of a television ecosystem eagerly trying to become more scientific by using data to establish the new paradigms for the consumer-attention economy. Through our first-party, opt-in relationships with audiences, Samba TV has built and scaled our business on providing comprehensive, actionable insights into real-time, real-world content consumption that enable brands, agencies, programmers, and publishers to build attentive, engaged audiences. The result, we hope, is a more personal and rewarding entertainment experience for everyone.

This is just the beginning of our story, and we are beyond thrilled to have you with us to write the next chapter.

LOGO

 

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PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. It does not contain all the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and related notes included elsewhere in this prospectus, before making an investment decision. In this prospectus, unless the context requires otherwise, all references to “we,” “our,” “us,” “Samba TV,” and the “Company” refer to Samba TV, Inc. and references to our “common stock” include our Class A common stock and Class B common stock.

Our Company

We are transforming internet Connected TVs (CTVs) into a platform for our customers, which are comprised of brands, agencies, content programmers, publishers and measurement and advertising vendors, to build attentive, engaged audiences. Our AI-driven content identification software is embedded in CTVs sold by leading original equipment manufacturer (OEM) brands across the globe. Through our software, we form direct relationships with millions of viewers, who provide us consent to collect their viewership data. Using the data we collect, as well as data we license, we provide customers with critical tools to optimize how they plan, buy and measure their advertising campaigns to reach their preferred audiences. We are active in six countries today, with ambitions to expand into the more than 100 countries where CTVs integrated with our technology are sold.

Traditionally, television audiences watched a limited selection of content available on a broadcaster’s linear programming schedule, which included advertisements seen by all viewers regardless of their interests. With the development of on-demand services, today’s viewers enjoy more video choices than ever as content consumption rapidly spreads across a growing set of broadcast, over-the-top (OTT), and streaming platforms, formats and devices.

Our Audience and Data products help our customers overcome the challenges created by this viewership fragmentation. Our Audience offering utilizes our proprietary data and data science methodology to enable highly effective, highly targeted advertising across CTV and other devices. Our Data offering enables customers to plan their advertising campaigns and then measure the effectiveness of those campaigns across devices. These two solutions provide a unified view of a consumer’s exposure and response to content and advertisements across CTV and other digital media devices, enabling more precise planning and higher return on advertising spend.

We do not employ a “walled garden” strategy that locks marketers and publishers into a closed system. Rather, we match and integrate our data with our customers’ datasets to provide them with the necessary tools, analytics, and flexibility to engage relevant audiences, limiting waste and inefficiency. Further, our neutral, independent position allows us to support and facilitate a large and growing ecosystem of media transactions that leverage our data, without competing with our customers and partners.

According to a 2020 Interactive Advertising Bureau report, more than half of advertising buyers reported that they are shifting from broadcast and cable TV advertising to CTV advertising. By forming an ecosystem of industry stakeholders using our data to help navigate this change, we believe we are well positioned to capitalize on this significant opportunity.

We generated revenues of $82.8 million and $67.0 million for the nine months ended September 30, 2021 and 2020, respectively, representing an increase of 24%. We generated revenues of $106.8 million and $84.9 million for the years ended December 31, 2020 and 2019, respectively, representing an increase of 26%. Our gross profit was $33.7 million and $28.9 million for the nine months ended September 30, 2021 and 2020, respectively, representing an increase of 17%. Our gross profit was $46.4 million and $38.4 million for the years ended December 31, 2020 and 2019 respectively, representing an increase of 21%.

Gross profit plus other platform costs (Contribution ex-TAC), was $ 58.8 million and $45.7 million for the nine months ended September 30, 2021 and 2020, respectively, representing an increase of 29%, and $70.6 million

 

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and $62.5 million for the years ended December 31, 2020 and 2019, respectively, representing an increase of 13%. We recorded a net loss of $17.1 million and Adjusted EBITDA loss of $4.6 million for the nine months ended September 30, 2021, compared with a net loss of $12.7 million and Adjusted EBITDA loss of $4.5 million for nine months ended September 30, 2020. We recorded a net loss of $7.6 million and Adjusted EBITDA of $2.3 million for the fiscal year ended December 31, 2020, compared with a net loss of $27.9 million and Adjusted EBITDA loss of $24.0 million for the fiscal year ended December 31, 2019. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Our Offering

Our viewership data allows us to understand TV viewership in real-time, including exposure to TV advertising, on millions of CTVs, serving as the backbone of our two offerings: Audience and Data.

Audience

Our Audience products enable our customers to build attentive, engaged audiences. Our AI-driven data science models process our data to create audience “segments,” which are collections of households with common characteristics about their TV viewership, such as cord-cutters, sports fans, consumers who saw advertisements for a particular brand. We make these proprietary segments available to our customers through demand-side platforms (DSPs), data stores, supply-side platforms (SSPs), private-marketplaces (PMPs) and social media platforms. These platforms specialize in delivering advertisements to consumers across devices such as CTVs, smart phones, tablets, laptops, desktop computers and game consoles. By activating these segments in such platforms, our customers are able to engage with their preferred audiences not only on CTVs, but across other digital devices.

Our Audience products are commercially available for use on programmatic (self-service) platforms or through a service managed by us. Our customers are able to enjoy the flexibility of choosing between complete hands-on control or outsourcing the planning, activation, optimization and measurement and analysis to our dedicated team of industry experts.

Data

Our Data products allow our customers to discover behavioral trends in TV engagement, including granular analyses of the advertisements consumers viewed and a measurement of how effective those advertisements were at driving consumer behavior. Our identity resolution capabilities enable marketers and publishers who have their own data across other platforms or devices to match, combine and deduplicate their data against our first-party data. This provides our customers a unified view of their consumers across multiple touchpoints including traditional TV, CTV and digital devices and provides a deeper understanding of their consumers, enabling them to deliver more effective advertising campaigns.

Our Data products are available as a standalone, turnkey platform that presents data through dashboards and automated reporting, or as a data feed that directly integrates into our customer’s existing in-house infrastructure. In addition, many of our customers leverage our experienced team of data scientists to better identify and understanding their target audience, analyze the effectiveness of their omniscreen advertising campaigns, generate attribution analytics, and quantify the number of consumers reached and how frequently they are reached. We license our Data products typically as annual subscriptions.

Our Industry

We believe our business is benefiting from powerful trends that are transforming digital advertising and the way brands and marketers engage with their customers, including:

 

   

Shifting consumer viewing preference from traditional linear TV to on-demand streaming content. The television industry is in the midst of a tectonic shift as consumer viewing behavior

 

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increasingly favors streaming television content over linear TV. While linear TV remains the primary mode of viewing today, it is declining in proportion to streaming content. The recent pandemic is accelerating cord-cutting, with eMarketer estimating that in 2020, more than six million U.S. households cut the cord with linear paid TV, bringing the total number of cord-cutter households in the United States to 31.2 million. Cord-cutter and cord-never households (those that never subscribed to paid linear TV) are also expected to increase to 44% of U.S. households by 2023.

 

   

Marketers are shifting advertising budgets from linear TV to CTV to follow consumer engagement. As consumers increasingly consume content on CTV, marketers are simultaneously increasing their advertising spend on CTV to reach and engage these audiences. In 2021, U.S. CTV advertising spending is estimated to be $13 billion and is expected to grow to $27 billion in 2025, representing a compound annual growth rate of 20% according to eMarketer.

 

   

Converged media buying through programmatic platforms. With the adoption of technology-based and data-driven solutions, marketers are able to buy media more efficiently and at greater scale with software-based real-time bidding platforms. Programmatic buying enables marketers to select the highest value audience inventory in real-time and more efficiently. U.S. programmatic advertising spend is expected to be $140 billion in 2022, according to eMarketer. The growth of programmatic advertising is being driven by new digital channels, including CTV.

 

   

Intensifying demand for data and analytics to measure and optimize advertising spend across platforms and devices. The growing number of streaming content platforms has created a more fragmented ecosystem, disrupting the traditional measurement providers and methodology. This complexity makes it more difficult for marketers to gain a clear and comprehensive picture of campaign performance. Further complicating the situation are walled gardens, which limit the ability for a marketer to access their audience data outside of the walled gardens’ proprietary systems and leads to silos of data and ad inventory, a lack of transparency and sub-optimized advertising spend. This trend has created strong demand from marketers for solutions that reduce the fragmentation of the ecosystem and enable them to better calculate the value of impressions.

 

   

As marketers seek more transparency and control, consumers are demanding more privacy. With the rapid adoption of CTV, marketers are asking data providers for more access to consumer data. In the past, marketers capitalized on data from cookies to track consumers across websites and devices, and gain insights into users and advertising performance. However, a rapid shift towards increased data privacy driven by consumer distrust and regulations has resulted in new restrictions for these third-party cookies and significant demand for cookie-less identity resolution and targeting. As marketers continue to seek access to more granular and accurate data, we believe they will also increasingly need advanced advertising solutions that are privacy-centric, tied to opted-in platforms and first-party data.

Market Opportunity

We believe there is a significant market opportunity to provide marketers with data-driven advertising solutions to extend their audience reach, measure actual outcomes and increase return on advertising spend. We estimate that our current addressable market in the United States is $33 billion, consisting of $13 billion of U.S. CTV advertising spending (according to eMarketer as of 2021), $12 billion of U.S. third-party audience data spending (according to the Interactive Advertising Bureau as of 2020), and $8 billion of U.S. data activation solutions spending (according to the Interactive Advertising Bureau as of 2020). Looking forward, CTV advertising spend is projected to grow to $27 billion in the United States in 2025, according to eMarketer. We

 

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believe this shift in advertising spend to CTV will also be accompanied by significant growth in the demand for analytics and identify solutions. Our massive datasets, household identity capabilities, neutral and independent position in the ecosystem and a privacy-protective approach position us well to capitalize on future market opportunities.

Our Strengths

We believe the following capabilities and attributes reflect our strengths and provide us with a long-term competitive advantage:

Large and Growing First-Party Dataset. We have created a large source of first-party data regarding the viewership and activities of consumers. We track more than 300 million monthly hours of CTV viewership across all types of content on the TV screen including linear broadcast and OTT, streaming and video games. Our data platform is built on a foundation of user consent, putting privacy first in our technology.

Neutral Position in the Ecosystem. We are a neutral and independent data provider empowering our customers with an alternative to the world’s largest walled gardens. We believe we are a partner of choice because we do not compete with our customers, and are platform agnostic, allowing marketers’ greater flexibility in where they activate our viewership-based audience segments.

Machine Learning Driven Tech Stack. We apply artificial intelligence and machine learning technology to our vast dataset to capture real-time audience insights. Our technical architecture is scalable and, we believe, capable of capturing content more efficiently than any competitive platform. Our machine learning capabilities are also enabling us to improve the viewing experience for consumers through personalization and optimized picture quality.

Multiple Product Offerings Leveraging Our Dataset. Our business model enables us to monetize our data assets in multiple ways. Through our Audience and Data products, our customers are able to carry out their complete marketing lifecycle by planning, measuring, executing and optimizing their campaigns in a single platform. As our proprietary dataset continues to scale, we expect customers to increase utilization of, and the number of tasks performed on, our platform, resulting in increased revenue to us.

Privacy Centric Dataset. We utilize a persistent household identifier for our opt-in viewership data. This identifier allows us to match our data with our customer’s first-party data, as well as with all of the various identifiers used in the advertising ecosystem. As a result, our products are less impacted by changes in regulations or technology aimed at curtailing less transparent actors.

Loyal Customer Base. Our platform is used by many of the world’s largest brands, agencies, content programmers, publishers and measurement and advertising platforms, to better plan, buy and measure their TV and digital advertising campaigns. Our repeat customers typically grow their use of our platform over time, and in the years ended December 31, 2020 and 2019 we were able to drive net dollar retention of 104% and 98%, respectively, from our customers.

Founder-Led and Culture-Focused Management Team. We are led by Ashwin Navin, who founded Samba TV in 2008 with the global vision to create the best TV viewing experience for consumers. We have a strong management team with deep and extensive experience across digital marketing, media and software companies. Our success is made possible by firm focus on culture, which allows us to attract and retain talent.

 

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Our Growth Strategy

We believe we are in the early stage of our growth and that we are at an inflection point in the advertising industry. We intend to capitalize on our competitive positioning to pursue several long-term growth strategies:

Expand the Customer Base by Investing in Sales and Marketing. We aim to increase our customer base by continuing to expand our sales and marketing capabilities, team members and partners. We will continue to invest significant resources in our sales and marketing activities, which we believe will help us sell our solutions to new clients and also enhance our brand awareness across the ecosystem.

Increase Our Share of Our Customers’ Advertising Spend. We aim to continue to grow the adoption of our solutions with our existing customers through increased advertising spend on our platform. We believe many marketers are in the early stages of allocating a greater percentage of their advertising budgets to programmatic channels and CTV, and that we are well positioned to capture additional advertising spend. Given our comprehensive product portfolio, we believe we can cross-sell additional or new solutions to provide end-to-end coverage to more clients.

Activate Additional International Markets. We have a proven and growing global reach, with over 100 countries where Samba embedded TVs are deployed. Our products are generating revenue in six countries, and we have entered into customer agreements to generate revenue in two additional countries. We believe there is growing demand for our solutions internationally and we aim to continue activating in new markets.

Continue To Invest In New Solutions for Our Customers. We intend to continue to make investments in our platform and introduce new technology and products to further differentiate our offerings. Additionally, for marketers, we intend to deepen and expand our AI capabilities to improve targeting and measurement while providing deep integrations and workflow automation within the advertising ecosystem. For consumers, we continue to enhance the TV viewing experience. For example, in early 2021 we demonstrated Picture Perfect, an edge AI feature that automatically adjusts settings such as brightness, color, refresh rate, among other features, based on the content playing on the screen in real time.

Pursue Opportunistic M&A. Our management team has a strong track record of successfully identifying, evaluating, executing and integrating strategic acquisitions. We have successfully completed four acquisitions since 2015. We maintain an active pipeline of potential M&A targets and intend to continue evaluating add-on opportunities to bolster our current solutions suite, strengthen our platform and complement our organic growth initiatives.

Our Capital Structure

Upon the closing of this offering, we will have two classes of common stock. Our Class A common stock, which is the stock we are offering by means of this prospectus, has one vote per share and our Class B common stock has 20 votes per share. Upon the closing of this offering, Ashwin Navin, our co-founder, Chief Executive Officer and a member of our board of directors, and Alvir Navin, our co-founder, Chief Operating Officer and a member of our board of directors, and certain entities controlled by them, and certain entities affiliated with August Capital, who currently holds more than 5% of our outstanding common stock and is affiliated with Howard Hartenbaum, a member of our board of directors (collectively, the Class B Holders), will together hold all of the issued and outstanding shares of our Class B common stock. Accordingly, upon the closing of this offering, the Class B Holders will hold approximately     % of the voting power of our outstanding capital stock in the aggregate, which voting power may increase over time as the Class B Holders exercise or vest

 

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in equity awards or warrants outstanding at the time of the completion of this offering. If all such equity awards or warrants held by certain of the Class B Holders had been exercised or vested and exchanged for shares of Class B common stock as of the date of the completion of this offering, the Class B Holders would collectively hold     % of the voting power of our outstanding capital stock. As a result, the Class B Holders will be able to determine or significantly influence any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. Additionally, if a Class B Holder sells shares of Class B common stock or converts shares of its Class B common stock into shares of Class A common stock, the voting power on a percentage basis of the other Class B Holders will increase due to the decrease in total votes outstanding, while ultimately lowering the aggregate voting power of the Class B Holders relative to the Class A shareholders. Further, one of the events that will result in the final conversion of all of the outstanding shares of Class B common stock is the date fixed by the board of directors that is no less than 61 days and no more than 180 days following the first date after the completion of this offering that the number of shares of Class B common stock held by the Class B Holders is less than 20% of the Class B common stock held by the Class B Holders as of the date of the completion of this offering (the 20% Ownership Threshold).

The dual-class structure of our common stock is intended to ensure that, for the foreseeable future, the Class B Holders continue to control or significantly influence the governance of the company which we believe will permit us to continue to prioritize our long-term goals rather than short-term results, to enhance the likelihood of stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of the company. This dual-class structure is intended to preserve this control until the Class B Holders and their affiliates cease providing services to the Company or the 20% Threshold is no longer met.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. Some of the more significant risks and challenges include the following:

 

   

Our growth will depend in part on our ability to maintain, develop and expand our relationships with TV OEMs in the United States and international markets.

 

   

Limitations on our ability to collect data through our Automatic Content Recognition (ACR) software or changing consumer preferences towards data collection, privacy and security could diminish the quantity or quality of our first-party data or cause consumers not to opt-in to or to opt-out of our data collection practice.

 

   

Third-party data suppliers may withdraw data that we have previously collected or withhold data from us in the future, leading to our inability to provide products and services to our customers.

 

   

If our access to household-based data is diminished, the value of our data would be decreased, which could harm our operating results and financial condition.

 

   

Our success and revenue growth are dependent on adding new customers, on effectively educating and training our existing customers on how to make full use of our data and platform and on increasing usage of our data and platform by our customers.

 

   

We compete in rapidly evolving and highly competitive markets with many large and more established businesses, and we expect intense competition to continue, which could result in a loss of our market share and a decrease in our revenue and profitability and may harm our growth prospects.

 

   

Failure to keep up with rapidly changing technologies and marketing practices could cause our products and services to become less competitive or obsolete, which could result in loss of market share and decreased revenues and results of operations.

 

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Our future growth depends on the acceptance and growth of CTV advertising platforms.

 

   

Unfavorable publicity and negative public perception about us or our industry could adversely affect our business and operating results.

 

   

The ongoing COVID-19 pandemic has impacted our business and resurgences of COVID-19 or additional responsive measures thereto may continue to impact our business.

 

   

The dual-class structure of our common stock will have the effect of concentrating voting power with the Class B Holders, which will limit your ability to influence the outcome of matters submitted to our stockholders for approval, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and approval of any merger, consolidation or sale of all or substantially all of our assets or other major corporate transactions.

Channels for Disclosure of Information

Investors, the media and others should note that, following the effectiveness of the registration statement of which this prospectus forms a part, we intend to announce material information to the public through filings with the Securities and Exchange Commission (the SEC) the investor relations page on our website, press releases, public conference calls and webcasts.

The information disclosed by the foregoing channels could be deemed to be material information. However, information disclosed through these channels does not constitute part of this prospectus and is not incorporated by reference herein.

Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Corporate Information

We were incorporated in California in 2008 and reincorporated in Delaware in 2011. Our principal executive offices are located at 118 King Street, San Francisco, California 94107. Our telephone number is (415) 400-5750. Our website is www.samba.tv. Information contained on, or that can be accessed through, our website is not a part of, and is not incorporated into, this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

We use Samba TV, the Samba TV logo and other marks as trademarks in the United States and other countries. This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity.

Implications of Being an Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act). As such, we may take advantage of reduced disclosure and other requirements otherwise generally applicable to public companies, including:

 

   

presentation of only two years of audited financial statements and related financial disclosure;

 

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exemption from the requirement to have our registered independent public accounting firm attest to management’s assessment of our internal control over financial reporting;

 

   

exemption from compliance with the requirement of the Public Company Accounting Oversight Board, regarding the communication of critical audit matters in the auditor’s report on the financial statements;

 

   

reduced disclosure about our executive compensation arrangements; and

 

   

exemption from the requirement to hold non-binding advisory votes on executive compensation or golden parachute arrangements.

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the fiscal year in which we have at least $1.07 billion in annual revenue; (ii) the date on which we qualify as a “large accelerated filer” under the rules of the SEC, which would occur on January 1 of the first year immediately after we have at least $700.0 million of equity securities held by non-affiliates as of the preceding June 30th; (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (iv) the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

As a result of this status, we have taken advantage of reduced reporting requirements in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. In particular, in this prospectus, we have provided only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations, and we have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. In addition, 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 these accounting standards until they would apply to private companies unless it otherwise irrevocably elects not to avail itself of this exemption. We have elected to use this extended transition period for complying with new or revised accounting standards until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. As a result, our financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

 

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THE OFFERING

 

Class A common stock offered by us

             shares.

 

Underwriters’ option to purchase additional shares from us

             shares.

 

Total Class A common stock and Class B common stock to be outstanding immediately after
this offering

             shares (or              shares if the underwriters exercise their option to purchase additional shares in full).

 

Use of proceeds

We estimate that the net proceeds to us from the sale of shares of our Class A common stock in this offering will be approximately $         million (or approximately $         million if the underwriters exercise their option to purchase additional shares in full), based upon the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

  The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our Class A common stock, facilitate future access to the public equity markets by us, our employees and our stockholders and increase our visibility in the marketplace. We intend to use the net proceeds to us from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. Additionally, we may use a portion of the net proceeds to acquire or invest in businesses, products, services or technologies. However, we do not have agreements or commitments for any material acquisitions or investments at this time. See the section titled “Use of Proceeds.”

 

Voting rights

Each share of our Class A common stock will be entitled to one vote per share.

 

  Each share of our Class B common stock will be entitled to 20 votes per share.

 

 

Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our certificate of incorporation. Upon the closing of this offering, the Class B Holders will hold approximately     % of the voting power of our outstanding capital stock in the aggregate, which voting power may increase over time as the Class B Holders exercise or vest in equity awards or warrants outstanding at the time of the completion of this offering. If all such equity awards or

 

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warrants held by the Class B Holders had been exercised or vested and exchanged for shares of Class B common stock as of the date of the completion of this offering, the Class B Holders would collectively hold     % of the voting power of our outstanding capital stock. As a result, the Class B Holders will be able to determine or significantly influence any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. See the sections titled “Principal Stockholders” and “Description of Capital Stock.”

 

Risk factors

See the section titled “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.

 

Proposed New York Stock Exchange trading symbol

“SMBA”

The total number of shares of Class A common stock and Class B common stock that will be outstanding immediately after this offering is based on 19,652,254 shares of our Class A common stock and 12,615,972 shares of our Class B common stock outstanding as of September 30, 2021, and reflects:

 

   

8,052,119 shares of redeemable convertible preferred stock that will automatically convert into 8,052,119 shares of Class A common stock immediately prior to the completion of this offering pursuant to the terms of our amended and restated certificate of incorporation. We refer to this conversion of redeemable convertible preferred stock into Class A common stock as the Capital Stock Conversion, which number of shares excludes the shares being exchanged in the Class B Stock Exchange described below;

 

   

11,600,135 shares of our Class A common stock outstanding, which number of shares excludes the shares being exchanged in the Class B Stock Exchange described below; and

 

   

12,615,972 shares of our Class B common stock, which reflect shares of our Class A common stock outstanding beneficially owned by the Class B Holders as of September 30, 2021 that will be exchanged for an equivalent number of shares of our Class B common stock immediately prior to the completion of this offering pursuant to the terms of certain exchange agreements, or the Class B Stock Exchange.

The shares of our Class A common stock and Class B common stock outstanding as of September 30, 2021 exclude the following:

 

   

5,449,631 shares of Class A common stock issuable upon the exercise of outstanding options as of September 30, 2021 with a weighted-average exercise price of $3.44389 per share;

 

   

1,192,544 shares of Class A common stock reserved for future issuance under our 2020 Equity Incentive Plan (the 2020 Plan), as of September 30, 2021 which number of shares will be added to the shares of our Class A common stock to be reserved under our 2021 Equity Incentive Plan (the 2021 Plan), upon its effectiveness, at which time we will cease granting awards under our 2020 Plan;

 

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277,750 shares of Class A common stock subject to restricted stock units (RSUs) outstanding as of September 30, 2021;

 

   

             shares of Class A common stock reserved for future issuance under our 2021 Plan, which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part;

 

   

             shares of Class A common stock reserved for future issuance under our 2021 Employee Stock Purchase Plan (the ESPP), which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part; and

 

   

1,153,748 shares of our Class A common stock issuable upon exercise of outstanding warrants as of September 30, 2021, with a weighted-average exercise price of $2.54193 per share.

The 2021 Plan and the ESPP provide for annual automatic increases in the number of shares of our Class A common stock reserved thereunder, and the 2021 Plan also provides for increases to the number of shares of our Class A common stock that may be granted thereunder based on shares under the 2020 Plan that expire, are forfeited or are repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefits and Stock Plans.”

Following the completion of this offering, and pursuant to equity exchange right agreements to be entered into between us and the Class B Holders (the Equity Award Exchange Agreements), each of the Class B Holders shall have a right (but not an obligation) to require us to exchange any shares of Class A common stock received upon the exercise of options or warrants to purchase shares of Class A common stock or the vesting and settlement of RSUs related to shares of Class A common stock for an equivalent number of shares of Class B common stock. We refer to this right as the Equity Award Exchange. The Equity Award Exchange applies only to equity awards granted to the Class B Holders prior to the effectiveness of the filing of our amended and restated certificate of incorporation. As of September 30, 2021, there were (i) no shares of our Class A common stock subject to options held by the Class B Holders that may be exchanged, upon exercise, for an equivalent number of shares of our Class B common stock following this offering, (ii) no shares of our Class A common stock subject to RSUs held by the Class B Holders that may be exchanged, upon vesting and settlement, for an equivalent number of shares of our Class B common stock following this offering and (iii) 368,633 shares of our Class A common stock subject to warrants held by the Class B Holders that may be exchanged, upon exercise, for an equivalent number of shares of our Class B common stock following this offering.

Except as otherwise indicated, all information in this prospectus assumes or gives effect to the following:

 

   

the Capital Stock Conversion will occur immediately prior to the completion of this offering;

 

   

no exercise of outstanding options described above;

 

   

the issuance of              shares of our Class A common stock, which is the estimated number of shares issuable upon the automatic net exercise of outstanding stock warrants, which will become exercisable for Class A common stock in connection with this offering, based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus (the Warrant Net Exercise);

 

   

the issuance of              shares of our Class A common stock, which will be exercised for $         per share for aggregate proceeds to us of $         million, immediately prior to the closing of this offering (the Warrant Cash Exercise);

 

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no exercise of outstanding warrants described above other than the Net Exercise and the Cash Exercise;

 

   

the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, which will occur upon the closing of this offering and effect the reclassification of our common stock into Class A common stock (the Reclassification);

 

   

the Class B Stock Exchange will occur immediately prior to the completion of this offering; and

 

   

no exercise of the underwriters’ option to purchase additional shares.

 

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SUMMARY FINANCIAL AND OTHER DATA

The following tables set forth a summary of our financial data as of, and for the periods ended on, the dates indicated. The statements of operations data for the nine months ended September 30, 2021 and 2020 and the years ended December 31, 2020 and 2019 and the balance sheet data as of September 30, 2021 and December 31, 2020, are derived from our unaudited condensed financial statements and related notes and audited financial statements and related notes included elsewhere in this prospectus. You should read this data together with our financial statements and related notes appearing elsewhere in this prospectus and the information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical results are not necessarily indicative of our future results. The summary financial data in this section are not intended to replace, and are qualified in their entirety by, the financial statements and related notes included elsewhere in this prospectus.

Statements of Operations Data

 

     Nine Months Ended
September 30,
    Year Ended
December 31,
 
     2021     2020     2020     2019  
     (in thousands, except for share and per share data)  

Revenue

   $ 82,825     $ 67,015     $ 106,831     $ 84,917  

Cost of revenue(1)

     49,095       38,081       60,401       46,512  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     33,730       28,934       46,430       38,405  

Operating expenses:

        

Research and development(1)

     8,452       9,855       13,523       22,974  

Sales and marketing(1)

     17,411       15,444       20,221       24,594  

General and administrative(1)

     17,842       11,846       15,705       18,402  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     43,705       37,145       49,449       65,970  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (9,975     (8,211     (3,019     (27,565

Total other expense, net

     6,920       4,398       4,510       571  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (16,895     (12,609     (7,529     (28,136

Income tax expense (benefit)

     158       119       32       (248
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (17,053   $ (12,728   $ (7,561   $ (27,888
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, basic and diluted(2)

   $ (1.22   $ (0.98   $ (0.58   $ (2.15

Weighted average number of shares used to compute basic and diluted net loss per share

     13,990,410       12,975,806       13,047,194       12,314,269  

Pro forma net loss per share, basic and diluted(2)

     $         $    
    

 

 

     

 

 

 

Weighted average number of shares used to compute pro forma basic and diluted net loss per share(2)

        
    

 

 

     

 

 

 

 

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(1)

Stock-based compensation expense was allocated in cost of revenue and operating expenses as follows:

 

     Nine Months Ended
September 30,
     Year Ended
December 31,
 
     2021      2020      2020      2019  
    

(in thousands)

 

Cost of revenue

   $ 41      $ 23      $ 31      $ 18  

Research and development

     142        140        202        422  

Sales and marketing

     435        405        513        392  

General and administrative

     1,347        1,061        1,478        523  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation

   $ 1,965      $ 1,629      $ 2,224      $ 1,355  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(2)

See Note 2 to our financial statements included elsewhere in this prospectus for an explanation of the method used to calculate basic and diluted net income (loss) per share and pro forma net income (loss) per share.

Balance Sheet Data

 

    As of September 30, 2021  
    Actual     Pro Forma(1)     Pro Forma
As Adjusted(2)
 
   

(in thousands)

 

Cash and cash equivalents

  $ 16,145     $                   $                

Working capital(3)

    18,254      

Total assets

    79,196      

Total liabilities

    50,835      

Redeemable convertible preferred stock

    70,992      

Total stockholders’ deficit

    (42,631    

 

(1)

The pro forma balance sheet data gives effect to (i) the Capital Stock Conversion, as if such conversion had occurred as of September 30, 2021, (ii) the Warrant Net Exercise and the Warrant Cash Exercise, and (iii) the filing of our amended and restated certificate of incorporation, each of which will occur upon the closing of this offering.

 

(2)

Reflects, on a pro forma as adjusted basis, the pro forma adjustments described in footnote (1) above and the issuance and sale by us of              shares of Class A common stock in this offering at the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase or decrease in the assumed initial public offering price of $         per share would increase or decrease, as applicable, each of our cash and cash equivalents, working capital, total assets and total stockholders’ equity by approximately $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares offered by us would increase or decrease, as applicable, each of our cash and cash equivalents, working capital, total assets and total stockholders’ equity by approximately $         million, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

 

(3)

Working capital is defined as current assets less current liabilities.

 

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Non-GAAP Financial Measures

The following table summarizes certain financial measures (non-GAAP financial measures) that are not calculated and presented in accordance with United States Generally Accepted Accounting Principles (GAAP) , along with the most directly comparable GAAP measure, for each period presented below. In addition to our results determined in accordance with GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance. We use the following non-GAAP financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes.

 

     Nine Months Ended
September 30,
    Year Ended
December 31,
 
     2021     2020     2020     2019  
     (in thousands)  

Gross profit

   $ 33,730     $ 28,934     $ 46,430     $ 38,405  

Contribution ex-TAC(1)

   $ 58,811     $ 45,672     $ 70,589     $ 62,501  

Net loss

   $ (17,053   $ (12,728   $ (7,561   $ (27,888

Adjusted EBITDA(2)

   $ (4,586   $ (4,476   $ 2,335     $ (24,017

 

(1)

Contribution ex-TAC is calculated as gross profit plus other platform costs.

 

(2)

Adjusted EBITDA is calculated as net income (loss) adjusted to exclude (i) interest expense, net, (ii) depreciation and amortization, (iii) income tax expense (benefit), (iv) stock-based compensation, (v) change in fair value of derivative liability, (vi) change in fair value of warrant liability and (vii) loss on early debt extinguishment.

For additional information about these non-GAAP financial measure and reconciliation of the non-GAAP financial measures to the most directly comparable financial measures stated in accordance with GAAP, see section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

 

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RISK FACTORS

An investment in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and all the other information in this prospectus, before you decide to purchase any shares of our Class A common stock. Many of the risks and uncertainties described below may be exacerbated by the ongoing COVID-19 pandemic and any worsening of the global business and economic environment as a result. If any of the following risks actually occur, our business, financial condition or results of operations may be harmed and you may lose all or part of your investment.

Risks Related to Business and Industry

Our growth will depend in part on our ability to maintain, develop and expand our relationships with TV OEMs in the United States and international markets.

We depend on our relationships with TV original equipment manufacturers (OEMs) in both the United States and international markets for the integration of our Automatic Content Recognition (ACR) software into their internet Connected TVs (CTVs) as a means of growing and maintaining our data footprint, expanding our addressable market to additional consumers, and creating our Audience and Data products. Our licensing arrangements with TV OEMs are complex and time-consuming to negotiate and complete. Typically, our license agreements with TV OEMs require us to expend resources to design our software into their technology stack, as well as to share a portion of the profit generated in connection with their CTVs. In some cases, we are required to make minimum guaranteed payments, regardless of the actual profit generated. If these arrangements do not continue to result in sufficient data footprint, or if the data footprint does not in turn lead to successful monetization of that data, our business may be harmed. Furthermore, some TV OEMs have undertaken efforts to develop their own technology that is competitive with ours, and in the past our technology has been replaced by TV OEMs deploying their own solutions into their CTVs. If we fail to maintain and expand our relationships with our TV OEM partners, or if our TV OEM partners internally develop or license from other vendors offerings that compete with ours, our business, financial condition and results of operations may be harmed.

Limitations on our ability to collect data through our ACR software or changing consumer preferences towards data collection, privacy and security could diminish the quantity or quality of our first-party data or cause consumers not to opt-in to or to opt-out of our data collection practices, which could harm our business.

Data collection, privacy and security have become the subject of increasing public concern and changing consumer preferences towards data collection, privacy and security could adversely affect consumer willingness to opt-in to our collection of their data. Specifically, prior to collection, use and disclosure of information from a CTV through our ACR software about the content viewed on that television, we prominently disclose to the consumer, the types of data that will be collected, used and shared with third parties, including the identity or specific categories of such third parties and the purposes for sharing such information and then obtain the consumer’s affirmative express consent. Further, consumers that have opted-in to the collection of viewing data may opt-out of the collection of viewing data through the CTV user settings at any time. If consumers choose not to opt-in, or opt-in and then opt-out, to the collection of their data as a result of these or any other concerns, this could negatively impact our business, financial condition and results of operations.

Third-party data suppliers may withdraw data that we have previously licensed or withhold data from us in the future, leading to our inability to provide products and services to our customers, which could lead to a decrease in revenue and loss of customer confidence.

Key portions of the data that we use to monetize our first-party data is obtained through integrations with third-party data suppliers. We are dependent upon our ability to license this data on commercially

 

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reasonable terms. The third-party data licenses we rely upon may not continue to be available to us on commercially reasonable terms, or at all. We could suffer material adverse consequences if we were unable to obtain data through our integrations with data suppliers, or such suppliers were to materially limit our use of their data. Such denial or limitation could occur for a variety of reasons, including because we fail to maintain sufficient relationships with the suppliers or because they decline to provide, or are prohibited from providing, such data to us due to legal, contractual, privacy, competitive or other economic concerns. In the future, these third-party data licenses may not be appropriately supported, maintained or enhanced by the licensors, resulting in development delays and product incompatibilities or harming the availability of our products and services. For example, data suppliers could withhold their data from us if there is a competitive reason to do so, we breach our contract with a supplier, we breach their expectations of our use of their data, they are acquired by one of our competitors, legislation is passed restricting the use or dissemination of the data they provide, market perceptions become negative regarding the sharing of their data with third parties, publishers change their privacy policies or user settings in a material manner that turns off or diminishes the volume of data we receive, judicial interpretations are issued restricting use of such data, or for other reasons. Further, definitions in state data broker legislation could be interpreted to apply to Samba TV, potentially exposing us to negative perceptions and diminishing availability of data to us. Additionally, we could terminate relationships with our data suppliers for a variety of reasons, including if they fail to adhere to our data quality or privacy standards. If a substantial number of data suppliers were to withdraw or withhold their data from us or substantially limit our use of their data, or if we were to sever ties with our data suppliers, our ability to provide products and services to our customers could be materially adversely impacted, which could result in decreased revenues and operating results.

If our access to household-based identity presently available through internet infrastructure providers is diminished, the value of our data would be decreased, which could harm our operating results and financial condition.

Digital advertising and in-app advertising are largely dependent on established technology companies and their operation of the most commonly used Internet browsers (Chrome, Firefox, Internet Explorer and Safari), devices and operating systems (Android and iOS). These companies may change the operations or policies of their browsers, devices and operating systems in a manner that fundamentally changes our ability to operate our platform or use or match data, or change their systems to a “walled garden” that locks marketers and publishers into a closed system and would cutoff our ability to access such systems. Users of these browsers, devices or operating systems may also adjust the use of technology in ways that change our ability to collect data. Digital advertising and in-app advertising are also dependent, in part, on internet protocols and the practices of internet service providers, including IP address allocation. Changes that these providers make to their practices, or adoption of new internet protocols, may materially limit or alter the availability of data. For example, Apple recently started redirecting web traffic through two separate servers in order to obfuscate a user’s IP address. This or similar practices by internet service providers, operators or operating systems could make it more difficult for us to match or use relevant data on a device within a household because we rely on a household’s unique IP address. A limitation or alteration of the availability of data or identity in any of these or other instances may have a material impact on the advertising technology industry, measurability or addressability of media, which could decrease advertising budgets and subsequently reduce our revenue and adversely affect our business, operating results and financial condition.

If we were to lose access to significant amounts of the data that enables our household-based framework, our ability to provide products and services to our customers could be materially and adversely impacted, which could be materially adverse to our business, operating results and financial condition.

Our success and revenue growth are dependent on adding new customers, on effectively educating and training our existing customers on how to make full use of our data and platform and on increasing usage of our data and platform by our customers.

To sustain or increase our revenue, we must regularly add new customers and encourage existing customers to maintain or increase their business with us. Our customers, which are comprised of brands,

 

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agencies, content programmers, publishers and measurement and advertising vendors, use our data to better plan, buy and measure their digital advertising campaigns. As the market matures and as existing and new market participants produce new approaches to enable businesses to address their respective needs that compete with our offerings, we may be forced to reduce the prices we charge in order to retain customers, or may be unable to renew existing or enter into new customer agreements at the same prices and upon the same terms that we have historically obtained. If our new business and cross-selling efforts are unsuccessful or if our customers do not expand their use of our platform or adopt additional offerings and features, our operating results may suffer.

Our existing customers have no obligation to renew their contracts upon expiration and may not choose to renew their contracts or enter into new agreements for a variety of reasons. In the past, some customers have elected not to renew or not to enter into new agreements, and it is difficult to predict attrition rates. Our renewal rates may decline or fluctuate as a result of a number of factors, including customer satisfaction, pricing changes, the prices of services offered by our competitors, mergers and acquisitions affecting our customer base and reductions in our customers’ spending levels or other declines in customer activity. If our customers do not renew their contracts or decrease the amounts they spend with us, our revenue will decline and our business will suffer.

A decline in new or renewed contracts in any period may not be immediately reflected in our reported financial results for that period but may result in a decline in our revenue in future periods. If we were to experience significant downturns in sales and renewal rates, our reported financial results might not reflect such downturns until future periods. Moreover, the conditions caused by the COVID-19 pandemic have affected, and may continue to affect the rate of spending on advertising products and have and could continue to adversely affect our customers’ ability or willingness to purchase our offerings, delay prospective customers’ purchasing decisions, increase pressure for pricing discounts, lengthen payment terms, reduce the value or duration of their subscription contracts, or increase customer attrition rates, all of which could adversely affect our future sales, operating results and overall financial performance.

We compete in rapidly evolving and highly competitive markets, and we expect intense competition to continue, which could result in a loss of our market share and a decrease in our revenue and profitability and may harm our growth prospects.

The market for online advertising solutions is rapidly evolving and highly competitive. Many of our competitors are vertically integrated, have greater financial, distribution, marketing and other resources, longer operating histories, better brand recognition among some types of marketers and greater economies of scale. In addition, these competitors have long-term relationships with many of our customers. We expect intense competition to continue as existing competitors introduce new and more competitive offerings alongside their existing devices and services and as new market entrants introduce new devices and services into our markets.

We expect advertising spend to continue to shift from traditional linear TV to CTV, and as such we expect new competition to continue to intensify for viewership data or advertising spend. In this respect, we compete against CTV offerings, such as VIZIO and Samsung, as well as TV operating system and connected devices such as Roku, Google TV, Amazon Fire and Apple TV and traditional cable operators, which may provide their own streaming services. We compete for advertising spend with these competitors as well as with over-the-top (OTT) streaming services such as Hulu and YouTube TV, as such services are able to present advertising across a variety of devices and with various types of audience-based targeting and measurement. We also compete with other measurement and analytics providers, and ad networks. In addition, any of our TV OEM partners may elect to create their own ACR software offering and terminate their relationship with us to bundle CTVs with our technology, monetization or other offerings.

Many of our existing and potential competitors enjoy substantial competitive advantages, such as:

 

   

strong relationships with marketers;

 

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strong relationships with consumers, including access to their personally identifiable identifiers (e.g. email address);

 

   

strong relationship with advertisers or ad agencies;

 

   

more extensive research and development activity focused on advertising solutions;

 

   

the ability to more easily undertake extensive marketing campaigns;

 

   

the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products and services;

 

   

the ability to implement and sustain aggressive pricing policies;

 

   

access to greater resources to make acquisitions;

 

   

the ability to bundle competitive offerings with other devices and services; and

 

   

the ability to cross-subsidize low-margin operations from their other higher-margin operations.

We would be at a competitive disadvantage if our competitors bring their next generation devices and services to market earlier than we do, if their devices or services have more scale, lower prices, better features, more content (or more preferable content) or are more technologically advanced than ours and that of our TV OEM partners, or if any of our competitors’ devices or services were to become preferred by retailers or consumers. To the extent we are unable to effectively compete against our competitors for any of these reasons or otherwise, our business, financial condition and results of operations may be harmed.

Failure to keep up with rapidly changing technologies and marketing practices could cause our products and services to become less competitive or obsolete, which could result in loss of market share and decreased revenues and results of operations.

Advances in information technology are changing the way our customers use and purchase information products and services. However, the complexity and uncertainty regarding the development of new technologies and the extent and timing of market acceptance of innovative products and services create difficulties in maintaining this competitiveness. In addition, current or new competitors could create new technology advancements that could make our solutions irrelevant. Without the timely introduction of new products, services and enhancements or anticipating technology advancements by our current competitors or new market entrants, our offerings will become technologically or commercially obsolete over time, in which case our revenue and operating results would suffer.

Our future growth depends on the acceptance and growth of CTV advertising platforms.

We operate in a highly competitive advertising industry and we compete for revenue from advertising with other similar platforms as well as traditional media, such as radio, broadcast, cable and satellite TV and satellite and internet radio. Many marketers continue to devote a substantial portion of their advertising budgets to traditional advertising, such as linear TV, radio and print. The future growth of our business depends on the growth of CTV advertising platforms, and on marketers increasing their spend on advertising on our platform. Although linear TV marketers showed growing interest in CTV advertising during 2020, we cannot be certain that their interest will continue to increase or that they will not revert to linear TV advertising, especially if our users no longer stream TV or significantly reduce the amount of TV they stream either as a result of lifting of stay-at-home orders, the end of the COVID-19 pandemic or for other reasons. If marketers, or their agency relationships, do not perceive meaningful benefits of CTV advertising, the market may develop more slowly than we expect, which could adversely impact our operating results and our ability to grow our business.

 

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Unfavorable publicity and negative public perception about us or our industry could adversely affect our business and operating results.

With the growth of online advertising and e-commerce, there is increasing awareness and concern among the general public, privacy advocates, mainstream media, governmental bodies and others regarding marketing, advertising and data privacy matters, particularly as they relate to individual privacy interests and the global reach of the online marketplace. Any unfavorable publicity or negative public perception about us, our industry, including our competitors, or even other data focused industries can affect our business and results of operations, and may lead to digital publishers changing their business practices or additional regulatory scrutiny or lawmaking that affects us or our industry. For example, in recent years, consumer advocates, mainstream media and elected officials have increasingly and publicly criticized the data and marketing industry for its collection, storage and use of personal data. Additional public scrutiny may lead to general distrust of our industry, consumer reluctance to share and permit use of personal data and increased consumer opt-out rates, any of which could negatively influence, change or reduce our current and prospective customers’ demand for our products and services and adversely affect our business and operating results.

Changes in consumer viewing habits could harm our business.

Our future prospects depend on the growth of the CTV advertising ecosystem, which in turn is dependent on the continued growth of TV streaming, which is rapidly evolving. As the technological infrastructure for internet access continues to improve and evolve, households are increasingly using platforms other than TVs for the consumption of streamed content. For example, consumers, in particular young adults, are increasing the time spent on mobile devices and using these devices to stream content rather than or in addition to consuming content on TVs. Consumers are also increasingly streaming content on personal computers, streaming platforms, DVD players, Blu-ray players, gaming consoles and cable set-top boxes. It is difficult to predict how consumers’ content viewing habits will change and whether “cord-cutting” consumers will shift their viewing habits to streaming content through CTVs or whether they will shift to other mediums that we are not able to address with our products and services. If consumers ultimately favor devices other than CTVs to consume the majority of content, our ability to grow our business or realize a return on the investments we are making in our technology and distribution capabilities may be materially and adversely affected.

The use of Automatic Content Recognition technology to collect viewing behavior data is emerging and may not be successful.

The use of viewing behavior data collected using ACR technology through CTVs to inform digital advertising and content delivery is novel and evolving, and future demand and market acceptance for this type of data is uncertain. If the market for the use of this data does not develop or develops more slowly than we expect, or if we are unable to successfully develop and monetize our advertising solutions or the viewing behavior data we collect, our growth prospects may be harmed.

Many factors may adversely affect the acceptance of ACR software, including:

 

   

difficulty developing and maintaining relationships and technology integrations with brand advertisers, advertising and media agencies, broadcast, cable and local television networks, digital publishers and streaming companies, data analytics firms and marketing technology firms;

 

   

decisions by marketers, media content providers, digital publishers or marketing technology companies to, or changes in their technology or rights that, restrict our ability to match or collect data or their refusal to implement mechanisms we request to ensure compliance with our legal obligations or technical requirements;

 

   

changes by marketing technology companies that render inoperable the integrations we have with them;

 

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the failure to add, or the loss of, brand advertisers, advertising and media agencies, broadcast, cable and local television networks, digital publishers and streaming companies, data analytics firms and advertising technology firms running advertising campaigns using our services;

 

   

the timing, amount and effectiveness of our sales and marketing expenses incurred to attract new brand advertisers, advertising and media agencies, broadcast, cable and local television networks, digital publishers and streaming companies, data analytics firms and advertising technology firms to our services;

 

   

changes in the demand for viewing behavior data;

 

   

changes in consumer preferences and attitudes toward data collection, use, disclosure and other processing;

 

   

changes in device functionality and settings, and other changes in technologies, including those that make it easier for consumers to prevent the placement of monitoring technology and adversely affect our ability to reach them online or collect and use exposure data, and decisions by consumers to opt out of being monitored or to use such technology; and

 

   

changes in or the introduction of new laws, rules, regulations or industry standards or increased enforcement of state, national or international laws, rules, regulations or industry standards impacting the collection, use, privacy, security, sharing or other processing of data or otherwise.

If we are unable to adequately address these factors, we may not be able to successfully develop our solutions and our anticipated future growth may be harmed.

Additionally, some third-party content providers with streaming apps on the CTV, including Netflix and YouTube, place restrictions on our OEM partners that prevent our software from collecting data while the content provider’s applications are in use on the TV. These limitations restrict the quantity and completeness of our data. We believe there is risk that the third-party operating system will either develop competing solutions to ours or restrict the use of our solution by TV OEMs.

If our efforts to build a strong brand, deliver superior performance and maintain customer satisfaction and loyalty are not successful, we may not be able to attract or retain customers, and our business may be harmed.

Building and maintaining a strong brand is important to attract and retain customers. Successfully building a brand is a time consuming and comprehensive endeavor and can be positively and negatively impacted by any number of factors. Maintaining, protecting, promoting and positioning our brand will largely depend on our ability to deliver superior performance that meets the needs of our customers at competitive prices, our ability to maintain customer satisfaction and loyalty and our ability to successfully differentiate our solutions from those of our competitors. Certain factors, such as the quality or pricing of our solutions or our responsiveness, are within our control. Other factors, such as the quality and reliability of our OEM partners’ TV models or the perceived effectiveness of our Audience or Data products, are out of our control, yet customers may nonetheless attribute those factors to us. Our competitors may be able to achieve and maintain brand awareness and market share more quickly and effectively than we can. If we are unable to execute on building a strong brand, it may be difficult to differentiate our business from our competitors in the marketplace, therefore our ability to attract and retain users may be adversely affected and our business may be harmed.

The market for programmatic buying for advertising campaigns is relatively new and evolving. If this market develops slower or differently than we expect, our business, operating results and financial condition would be adversely affected.

We derive revenue from the use of our products to support programmatic purchases of advertising by our customers on third-party platforms. We expect the use of our products to support programmatic ad buying

 

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will continue to be a significant source of revenue for the foreseeable future. While the market for programmatic ad buying for desktop and mobile display ads is relatively established, the market in other channels is still emerging, and our current and potential customers may not shift quickly enough to programmatic ad buying from other buying methods, which would reduce the growth potential for our products. If the market for programmatic ad buying deteriorates or develops more slowly than we expect, it could reduce demand for our products, and our business, growth prospects and financial condition would be adversely affected.

We may not realize the expected benefits of an industry shift away from cookie-based consumer tracking as such shift may not occur as rapidly as we expect or may not be realized at all.

We expect to benefit, as compared to others in our industry, from marketers reducing their reliance on vendors and software platforms that utilize third-party cookies for tracking. However, we cannot assure you that the shift away from cookie-based consumer tracking will happen as rapidly as we expect or that such shift will occur at substantial levels or at all. Additionally, even if the shift away from cookie-based consumer tracking does occur, we may not be as successful in growing our business and increasing our revenue as we expect. For example, marketers may not shift their business away from our competitors if our competitors are successful in developing alternative products or services that are not significantly reliant on the cookie-based framework.

If our access to quality advertising inventory is diminished or fails to grow, our revenue could decline and our growth could be impeded.

Our success partially depends on our ability to secure advertising inventory on reasonable terms across a broad range of publishers and supply-side platform (SSP) partners in various verticals and formats. The amount, quality and cost of inventory available to us can change at any time. If our relationships with any of our significant publishers or SSP platforms were to cease, or if the material terms of these relationships were to change unfavorably, our business would be negatively impacted. Our publisher platforms and SSPs are generally not bound by long-term contracts. As a result, there is no guarantee that we will have access to a consistent supply of advertising inventory on favorable terms. Publishers and SSPs control the sales process for the advertising inventory they supply, and their processes may not always work in our favor. For example, publishers and SSP may place restrictions on the use of their inventory, including prohibiting the placement of advertisements on behalf of specific marketers.

Our success partially depends on consistently adding quality advertising inventory in a cost-effective manner. If we are unable to maintain a consistent supply of inventory for any reason, customer retention and loyalty, and our operating results and financial condition could be harmed.

We often have long sales cycles, which can result in significant time between initial contact with a prospect and execution of a customer agreement, making it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.

Our sales cycle, from initial contact to contract execution and implementation, can take significant time. As part of our sales cycle, we may incur significant expenses before we generate any revenue from a prospective customer. We have no assurance that the substantial time and money spent on our sales efforts will generate significant revenue. If conditions in the marketplace, generally or with a specific prospective customer, change negatively, it is possible that we will be unable to recover any of these expenses. Our sales efforts involve educating our customers about the use, technical capabilities and benefits of our platform. Some of our customers undertake an evaluation process that frequently involves not only our platform but also the offerings of our competitors. As a result, it is difficult to predict when we will obtain new customers and begin generating revenue from these new customers. Even if our sales efforts result in obtaining a new customer, the customer controls when and to what extent it uses our platform and therefore the amount of revenue we generate and when we recognize revenue, and it may not sufficiently justify the expenses incurred to acquire the customer and the related training support. As a result, we may not be able to add customers, or generate revenue, as quickly as we may expect, which could harm our growth prospects.

 

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Seasonal fluctuations in advertising activity could have a material impact on our revenue, cash flow and operating results.

Our revenue, gross profit, cash flow and operating results may vary significantly from quarter to quarter due to a variety of factors, including the seasonal or event-based patterns of our customers’ spending on advertising campaigns. For example, in prior years, customers tended to devote more of their advertising budgets to the fourth calendar quarter to coincide with consumer holiday spending. In contrast, the first quarter of the calendar year has typically been the slowest in terms of advertising spend. These patterns may or may not hold true after the COVID-19 pandemic. Political advertising or other events, such as the Olympics, could also cause our revenue to increase during election cycles or other events and decrease during other periods, making it difficult to predict our revenue, cash flow and operating results, all of which could fall below our expectations. For example, during the U.S. presidential election in 2020, we saw significant changes in projected advertising spend week-to-week, as campaigns allocated, reallocated, or canceled advertising campaigns on various media outlets based on polling information and the prevalent political issues.

The failure to attract, recruit, onboard and retain qualified personnel or maintain our culture could hinder our ability to successfully execute our business strategy, which could have a material adverse effect on our financial position and operating results.

Our growth strategy and future success depends in large part on our ability to attract, recruit, onboard, motivate and retain technical, customer services, sales, consulting, research and development, marketing, administrative and management personnel and key personnel on our senior management team. In particular, our co-founder and Chief Executive Officer, Ashwin Navin, is critical to our overall management, as well as the continued development of our products and services. Furthermore, our ability to grow our revenues is highly dependent upon our ability to effectively recruit and retain productive sales professionals. We do not have fixed-term employment or non-competition agreements with any of our key personnel. The complexity of our products, processing functionality, software systems and services requires highly trained professionals. While we presently have a sophisticated, dedicated and experienced team of executives and associates who have a deep understanding of our business, the labor market for these individuals has historically been very competitive due to the limited number of people available with the necessary technical skills and understanding. Our employees, particularly engineers and sales professionals are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating and retaining these employees. Because we face significant competition for personnel, to attract top talent, we have to offer, and believe we will continue to offer, competitive compensation packages before we can validate the productivity of those employees. We may incur significant costs to attract and retain highly trained personnel and we may lose new employees to our competitors or other technology companies before we realize the benefit of our investment in recruiting and training them, and our succession plans may be insufficient to ensure business continuity if we are unable to retain key personnel. To retain employees, we also may need to increase our employee compensation levels in response to competition.

In addition, we believe that a critical component to our success and ability to retain our best people has been our company culture. We have invested substantial time and resources in building our team within this company culture. As we continue to grow and offer more remote working arrangements, we may find it difficult to maintain our entrepreneurial, execution-focused culture. Following this offering and the expiration of any applicable lock-up periods, many of our employees may be able to receive significant proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to work for us. Moreover, the equity ownership of many of our employees could create disparities in wealth among our employees, which may harm our culture and relations among employees and our business. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel and to proactively focus on and pursue our corporate objectives.

 

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Our technology must operate with various offerings, technologies and systems from TV OEMs and advertising infrastructure that we do not control. If our software does not operate effectively with the CTVs and other devices from our TV OEM partners or the third-party advertising infrastructure we use, our business may be harmed.

Our ACR software must be interoperable with multiple TV models and TV’s made from multiple different manufacturers. We have no control over the design of our OEM partners’ TVs, and if our technology is not compatible with a particular TV model, we may be unable to increase active opt-in footprint and user engagement, we may be required to increase our technology costs and our business will be harmed. To continue to grow our opt-in footprint and user engagement, we will need to prioritize development of our technology to work with new TV models and other technologies. If we are unable to maintain consistent operability of our devices that is on parity with or better than other offerings, our business could be harmed. In addition, any future changes to offerings, technologies and systems from our TV OEM partners may impact the accessibility, speed, functionality and other performance aspects of our technology. We may not successfully develop offerings that operate effectively with these technologies or systems. If it becomes more difficult for our users to access and use these offerings, technologies or systems, our business could be harmed.

COVID-19 Pandemic Risks

The ongoing COVID-19 pandemic has impacted our business and resurgences of COVID-19 or additional responsive measures thereto may continue to impact our business.

Since the first quarter of 2020, the COVID-19 pandemic, the responsive measures that we and other parties have taken and the resulting economic consequences have affected our business. The spread of COVID-19 has caused us to take precautionary measures intended to help minimize the risk of the virus to our employees, including instituting work-from-home policies, suspending non-essential business travel, shifting from in-person to virtual meetings, events and conferences and instituting a variety of health and safety protocols. In response to the effects of COVID-19 on our business and the related economic uncertainty, we have also taken certain cost-cutting measures. These measures included temporarily reducing salaries beginning in April 2020 through July 2020 for all employees, and from April 2020 through December 2020 for most executives. Certain executives and senior management opted to extend their salary reductions beyond the mandatory reduction in exchange for stock option grants. We may take further actions as required by federal, state and local government authorities or that we determine are in the best interests of our employees, retailers and business partners, but which may also result in a slowdown of our operations. The extended period of remote work arrangements we are continuing to experience has disrupted our business and adversely impacted employee productivity, and could introduce additional business and operational risks, including cybersecurity risks. For example, the prolonged work from home environment has reduced efficiencies with our engineers and may result in lower productivity in other areas of our business. Additionally, future efforts to re-open our offices safely may not be successful, could expose our personnel to health risks and will involve additional financial burdens. The pandemic may have long-term effects on the nature of the office environment and remote working, and this may present operational challenges that may harm our business. We also may incur significant operating costs and be exposed to increased liability risks as a result of the COVID-19 pandemic, both now and increasingly so once stay-at-home restrictions are lifted and employees begin to return to our offices, such as the cost of collecting additional information (including health and medical information) about our employees, contractors and visitors at our facilities; testing supplies and personal protective equipment for on-site staff; and altered office configurations or the need for additional office space.

The extent to which the COVID-19 pandemic ultimately impacts our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken by governmental authorities and businesses to contain the virus or treat its impacts, and how quickly and to what extent economic and operating conditions normalize. Even after the COVID-19 pandemic itself has subsided, we may continue to experience impacts to our

 

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business as a result of any global economic impact, including as a result of an ongoing recession. A prolonged economic downturn could also impact the overall financial condition of our media content providers, marketers, retailers and services venders all of whom we depend on in order to operate our business. As a result, the current level of uncertainty over the economic and operational impacts of the COVID-19 pandemic means the impact on our business cannot be reasonably estimated at this time.

Risks Related to Cybersecurity, Reliability and Data Privacy

Our actual or perceived failure to adequately protect personal information and confidential information that we (or our service providers or business partners) collect, store or process could trigger contractual and legal obligations, harm our reputation, subject us to liability and otherwise adversely affect our business including our financial results.

In the ordinary course of our business, we collect, store and process personal information and/or other confidential information of our employees, our customers and consumers. We use third-party service providers and subprocessors to help us deliver our services. These vendors may store or process personal information, payment card information and/or other confidential information of our employees or our customers. We collect such information from individuals located both in the United States and abroad and may store or process such information outside the country in which it was collected.

A variety of state, national and foreign laws and regulations apply to the protection and security of personal information. These data protection-related laws and regulations are evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. For example, each U.S. state and the District of Columbia, Guam, Puerto Rico, the U.S. Virgin Islands, EU member states and the United Kingdom, as well as some other foreign nations, have passed laws requiring notification to regulatory authorities, to affected individuals and/or others within a specific timeframe when there has been a security breach involving certain personal information as well as impose additional obligations for companies. Additionally, our agreements with certain users or partners may require us to notify them in the event of a security breach. Such statutory and contractual disclosures are costly, could lead to negative publicity, may cause our users to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach. Compliance with these obligations could delay or impede the development of new products and may cause reputational harm.

Litigation resulting from security breaches and other security incidents may adversely affect our business. Unauthorized access to and other incidents impacting our platform, systems, networks, or physical facilities could result in litigation with our users or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business and/or adversely affect our reputation. We could be required to fundamentally change our business activities and practices or modify our products and/or platform capabilities in response to such litigation, which could have an adverse effect on our business. Any actual or perceived inability to adequately protect individuals’ information in our possession, custody or control may render our products or services less desirable and could harm our reputation and business. Any costs incurred as a result of this potential liability could harm our business.

We are dependent on the availability of third-party service providers, including cloud computing providers and data centers and interruptions or delays in service from our third-party data center providers could impair our ability to deliver our products and services to our customers, resulting in customer dissatisfaction, damage to our reputation, loss of customers, limited growth and reduction in revenue.

We currently serve the majority of our platform functions from third-party data center hosting facilities operated by Google Cloud Platform, Amazon Web Services and Switch. Our operations depend, in part, on our

 

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third-party facility providers’ abilities to protect these facilities against any damage or interruption from natural disasters, such as earthquakes and hurricanes, power or telecommunication failures, criminal acts and similar events. In the event that any of our third-party facilities arrangements are terminated, or if there is a lapse of service or damage to a facility, we could experience interruptions in our platform as well as delays and additional expenses in arranging new facilities and services.

Any damage to, or failure of, the systems of our third-party providers could result in interruptions to our platform. Despite precautions taken at our data centers, the occurrence of spikes in usage volume, a natural disaster, such as earthquakes or hurricane, an act of terrorism, vandalism or sabotage, a decision to close a facility without adequate notice, or other unanticipated problems at a facility could result in lengthy interruptions in the availability of our platform. Even with current and planned disaster recovery arrangements, our business could be harmed. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability and cause us to issue credits or cause customers to fail to renew their subscriptions, any of which could materially adversely affect our business.

We incur significant costs with our third-party data hosting services. If the costs for such services increase due to vendor consolidation, regulation, contract renegotiation, or otherwise, we may not be able to increase the fees for our products and services to cover the changes. As a result, our operating results may be significantly worse than forecasted.

Significant disruptions of our information technology systems or data security incidents could harm our reputation, cause us to modify our business practices and otherwise adversely affect our business and subject us to liability.

We are increasingly dependent on information technology systems and infrastructure to operate our business. In the ordinary course of our business, we collect, store, process and transmit large amounts of sensitive corporate, personal and other information, including proprietary business information, other user information and other confidential and proprietary information. It is critical that we do so in a secure manner to maintain the confidentiality, integrity and availability of such information. Our obligations under applicable laws, regulations, contracts, industry standards, self-certifications and other documentation may include maintaining the confidentiality, integrity and availability of personal information in our possession or control, maintaining reasonable and appropriate security safeguards as part of an information security program and limits on the use and/or cross-border transfer of such personal information. These obligations create potential legal liability, to regulators, our business partners, our customers, consumers and other relevant stakeholders and also impact the attractiveness of our subscription service to existing and potential users.

We have outsourced certain elements of our operations (including elements of our information technology infrastructure) to third parties, or may have incorporated technology into our platform, that collects, processes, transmits and stores our users’ or others’ personal information and as a result, we manage a number of third-party vendors who may or could have access to our information technology systems (including our computer networks) or to our confidential information. In addition, many of those third parties in turn subcontract or outsource some of their responsibilities to third parties. As a result, our information technology systems, including the functions of third parties that are involved or have access to those systems, are very large and complex. There have been and may continue to be significant supply chain attacks (such as the attacks resulting from vulnerabilities in SolarWinds Orion, Accellion FTA, Microsoft Exchange, Codecov, Kaseya VSA and other widely-used software and technology infrastructure) and we cannot guarantee that our or our vendors’ systems have not been breached or that they do not contain exploitable defects or bugs that could result in a security breach or incident of, or other disruption to, our systems and networks or the systems and networks of third parties that support us and our services. Our ability to monitor our vendors’ security measures is limited, and, in any event, malicious third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, disclosure, loss or destruction of our and our customers’ information, including

 

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sensitive and personal information. Our and our vendors’ information technology systems have been and may in the future be susceptible to vulnerabilities that could be exploited from inadvertent or intentional actions of our employees, third-party vendors, business partners, or by malicious third parties. Attacks of this nature are increasing in their frequency, levels of persistence, sophistication and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of motives (including, but not limited to, industrial espionage) and expertise, including organized criminal groups, “hacktivists,” nation states and others. For example, despite our efforts to secure our information technology systems and the data contained in those systems, including any efforts to educate or train our employees, we remain vulnerable to phishing attacks.

Although we have, and may in the future, implement remote working protocols and offer work-issued devices to employees, the actions of our employees while working remotely may have a greater effect on the security of our systems and the data we process, including by increasing the risk of compromise to our systems, proprietary technology, or data arising from employees’ combined personal and private use of devices, accessing our systems or data using wireless networks that we do not control, or the ability to transmit or store company-controlled data outside of our secured network. These risks have been heightened by the dramatic increase in the numbers of our employees who have been and are continuing to work from home as a result of government guidelines and internal policies adopted in response to the COVID-19 pandemic.

In addition to the threat of loss or unauthorized access to or acquisition or use, corruption, alteration, or disclosure of sensitive or personal information or proprietary, confidential information, other threats to our information technology systems include the deployment of harmful malware, ransomware attacks, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of systems and information. Some of these external threats may be amplified by the nature of our third-party web hosting, cloud computing, or network-dependent streaming services or suppliers. Our systems experience directed attacks on at least a periodic basis that are intended to interrupt our operations; interrupt our users’, content publishers’ and marketers’ ability to access our platform; extract money from us; and/or view or obtain our data (including without limitation user or employee personal information or proprietary information) or proprietary technology. Although we have implemented certain systems, processes and safeguards intended to protect our information technology systems and data from such threats and mitigate risks to our systems and data, we cannot be certain that threat actors will not have a material impact on our systems or services in the future. Our safeguards intended to prevent or mitigate certain threats may not be sufficient to protect our information technology systems and data due to the developing sophistication and means of attack in the threat landscape. Recent developments in the threat landscape include an increased number of cyber extortion and ransomware attacks, with increases in the amount of ransom demands and the sophistication and variety of ransomware techniques and methodology. Additionally, our third-party vendors or business partners’ information technology systems, or hardware/software provided by such third parties for use in our information technology systems, may be vulnerable to similar threats and our business could be affected by those or similar third-party relationships.

We maintain insurance policies to cover certain losses relating to our information technology systems. However, there may be exceptions to our insurance coverage such that our insurance policies may not cover some or all aspects of a security incident. Even where an incident is covered by our insurance, the insurance limits may not cover the costs of complete remediation and redress that we may be faced with in the wake of a security incident. The successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim. Though it is difficult to determine what harm may directly result from any specific interruption or breach, any failure to maintain performance, reliability, security and availability of our network infrastructure to the satisfaction of our users, business partners, regulators or other relevant stakeholders may harm our reputation and our ability to retain existing users and attract new users. Any attempts by threat actors to disrupt our platform,

 

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website or computer systems, if successful, could harm our business, subject us to liability, be expensive to remedy, cause harm to our systems and operations and damage our reputation. Efforts to prevent threat actors from entering our computer systems or exploiting vulnerabilities in our devices are expensive to implement and may not be effective in detecting or preventing intrusion or vulnerabilities. Such unauthorized access to our systems or data could damage our reputation and our business and could expose us to the risk of contractual damages, litigation and regulatory fines and penalties that could harm our business. The risk of harm to our business caused by security incidents may also increase as we expand our product and service offerings and as we enter into new markets. Implementing, maintaining and updating security safeguards requires substantial resources now and will likely be an increasing and substantial cost in the future.

Significant disruptions of our third-party vendors’ and/or commercial partners’ information technology systems or other data security incidents, including ransomware and other cyberattacks, could adversely affect our business operations and/or result in the loss, misappropriation and/or unauthorized access to, or use or disclosure of, or the prevention of access to or availability of, sensitive or personal information, which could harm our business. In addition, information technology system disruptions, whether from attacks on our technology environment, denial of service attacks, ransomware or from other computer viruses, natural disasters, terrorism, war and telecommunication and electrical failures, infrastructure changes, human or software errors, fraud or other disasters and events beyond our control, could result in a material disruption of our product development and our business operations.

There is no way of knowing with certainty whether we have experienced any data security incidents that have not been discovered. While we have no reason to believe that we have experienced a data security incident that we have not discovered, attackers have become very sophisticated in the way they conceal their unauthorized access to systems, and many companies that have been attacked are not aware that they have been attacked. Any event that leads to loss of or unauthorized access to, or acquisition, use, corruption, alteration, or disclosure of information of individuals, including but not limited to personal information regarding our users, could disrupt our business, harm our reputation, compel us to comply with applicable federal and/or state breach notification laws and foreign law equivalents, subject us to time consuming, distracting and expensive litigation, regulatory investigation and oversight, mandatory corrective action, require us to verify the correctness of database contents, or otherwise subject us to liability under laws, regulations and contractual obligations, including those that protect the privacy and security of personal information. This could result in increased costs to us and result in significant legal and financial exposure and/or reputational harm.

In addition, any actual or perceived failure by us or our vendors or business partners to comply with our privacy, data protection, confidentiality or data security-related legal or other obligations to third parties, or any security breaches or incidents or other events of loss of or unauthorized access to, or acquisition, release, use, corruption, alteration, disclosure or transfer of sensitive information, which could include personal information, may result in governmental investigations and other proceedings, enforcement actions, regulatory fines, claims, litigation, or public statements against us by advocacy groups or others. Any such failure or perceived failure also could cause third parties, including current and potential partners and existing and potential users, to lose trust in us or perceive our platform, system or networks as less desirable. We also could be subject to claims by third parties that we have breached our privacy-, data protection-, data security-, or confidentiality-related obligations, which could materially and adversely affect our business and prospects. There can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages. Moreover, data security incidents and other inappropriate access can be difficult to detect, and any delay in identifying them may lead to increased harm of the type described above. While we have implemented security measures intended to protect our information technology systems and infrastructure, as well as the personal and proprietary information that we possess or control, there can be no assurance that such measures will successfully prevent service or system interruptions or security incidents. Data protection laws around the world often require “reasonable”, “appropriate” or “adequate” technical and organizational security measures, and the interpretation and application of those laws are often uncertain and evolving, and there can be no assurance that our security measures will be deemed adequate, appropriate or reasonable by a regulator or

 

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court. Moreover, even security measures that are deemed appropriate, reasonable and/or in accordance with applicable legal requirements may not be able to protect the information we maintain. In addition to potential fines, we could be subject to mandatory corrective action due to a data security incident, which could adversely affect our business operations and result in substantial costs for years to come.

Any significant disruption in our computer systems or those of third parties we utilize in our operations could result in a loss or degradation of service on our platform and could harm our business.

We rely on the expertise of our engineering and software development teams for the performance and operation of our software and systems. Service interruptions, errors in our software or the unavailability of computer systems used in our operations could diminish the overall attractiveness of our technology to existing and potential users. We utilize computer systems located either in our facilities or those of third-party server hosting providers and third-party internet-based or cloud computing services. Although we generally enter into service level agreements with these parties, we exercise no control over their operations, which makes us vulnerable to any errors, interruptions or delays that they may experience. In the future, we may transition additional features of our services from our managed hosting systems to cloud computing services, which may require significant expenditures and engineering resources. If we are unable to manage such a transition effectively, we may experience operational delays and inefficiencies until the transition is complete. Upon the expiration or termination of any of our agreements with third-party vendors, we may not be able to replace their services in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete. In addition, fires, floods, earthquakes, power losses, telecommunications failures, break-ins and similar events could damage these systems and hardware or cause them to fail completely. As we do not maintain entirely redundant systems, a disrupting event could result in prolonged downtime of our operations and could adversely affect our business. Any disruption in the services provided by these vendors could have adverse impacts on our business reputation, customer relations and operating results.

If any aspect of our computer systems or those of third parties we utilize in our operations fails, it may lead to downtime or slow processing time, either of which may harm the experience of our users. We have experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. We expect to continue to invest in our technology infrastructure to maintain and improve the user experience and platform performance. To the extent that we or our third-party service hosting provider do not effectively address capacity constraints, upgrade or patch systems as needed and continually develop technology and network architecture to accommodate increasingly complex services and functions, increasing numbers of users and actual and anticipated changes in technology, our business may be harmed.

Our business relies upon our ability to collect data from CTVs. As a result, the growth of our business depends on consumer’s ability to obtain and maintain low-cost, high-speed access to the internet, which relies in part on the network operators’ continuing willingness to upgrade and maintain their equipment as needed to sustain a robust internet infrastructure as well as their continued willingness to preserve the open and interconnected nature of the internet. We exercise no control over network operators, which makes us vulnerable to any errors, interruptions or delays in their operations. Any material disruption or degradation in internet services could harm our business.

To the extent that the number of internet users continues to increase, network congestion could adversely affect the reliability of our data collection. We may also face increased costs of doing business if network operators engage in discriminatory practices with respect to the data we receive from CTVs in an effort to monetize access to their networks. In the past, internet service providers have attempted to implement usage-based pricing, bandwidth caps and traffic “shaping” or throttling. To the extent network operators were to create tiers of internet access service and either charge us for access to these tiers or prohibit us from collecting data at certain tiers, our quality of service could decline, our operating expenses could increase and our ability to attract and retain users could be impaired, each of which would harm our business.

 

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In addition, most network operators that provide consumers with access to the internet also provide these consumers with multichannel video programming. These network operators have an incentive to use their network infrastructure in a manner adverse to the continued growth and success of other companies seeking to collect viewership data. To the extent that network operators are able to provide preferential treatment to their own data collection, as opposed to ours, our business could be harmed.

We face potential liability and harm to our business based on the human factor of inputting information into our platform.

We or our customers interact with our platform using a number of available variables. While our platform includes several checks and balances, it is possible for human error to result in mistakes in campaign setup, order fulfillment, payment tracking and other processes necessary for our business. Consequently, we may be unable to collect revenue when such issues occur.

Our data platforms or our ACR software may contain hardware errors or software bugs, which could manifest themselves in ways that could harm our reputation and our business.

Our data platforms and our ACR software are technically complex and may in the future contain software bugs, defects, vulnerabilities, deficiencies, or hardware errors. These bugs, defects, vulnerabilities, deficiencies and errors can manifest themselves in any number of ways, including through diminished performance, security vulnerabilities, data quality in logs or interpretation of data, malfunctions or even permanently disabled devices. Some bugs, defects, vulnerabilities, deficiencies, or errors in our data platforms or ACR software may only be discovered after our platform has been used by our customers or after a CTV with our ACR software has been purchased by a consumer and may in some cases only be detected under certain circumstances or after extended use. We also update our data platforms and our software on a regular basis, and, despite our quality assurance processes, we could introduce bugs or vulnerabilities in the process of any such update. For instance, any such defects discovered in our ACR software after installation in an OEM partners’ CTV and commercial release could result in loss of revenue, negatively affect our OEM partner relationships and our reputation and brand, any of which could harm our business, operating results and financial condition. In addition, any bugs, defects, vulnerabilities, deficiencies, or errors in our data platform or ACR software could result in claims for product or information liability, tort or breach of warranty, or other violations of laws or regulations. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention and adversely affect the market’s perception of our products and services. In addition, if our insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business could be harmed.

Regulatory, Legal and Tax-Related Risks

Changes in legislative, judicial, regulatory, or cultural environments relating to the collection, storage, disclosure, distribution, transfer and use of data may limit our ability to collect, used and otherwise process data. Such developments could cause revenues to decline, increase the cost and availability of data and adversely affect the demand for our products and services.

We receive, store, use, disclose and otherwise process personal information and other data from and about consumers in addition to our customers, employees and services providers. For example, we receive IP addresses and viewership data when consumers opt-in to the collection, use and disclosure of viewership information. We also receive personal identifiers, viewership data and demographic information from our customer, suppliers, and partners, which may include household income and credit scores. Our handling of this data is subject to a variety of federal, state and foreign laws and regulations and is subject to regulation by various government authorities. Our data handling also is subject to contractual obligations and may be deemed to be subject to industry standards.

The U.S. federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use and storage of data relating to individuals, including the use of contact information

 

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and other data for marketing, advertising and other communications with individuals and businesses. In the U.S., various laws and regulations apply to the collection, processing, disclosure and security of certain types of data. Additionally, the Federal Trade Commission (FTC) and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, dissemination and security of data.

The regulatory framework for data privacy, data protection and data security issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future. The occurrence of unanticipated events often rapidly drives the adoption of legislation or regulation affecting the use, collection or other processing of data and manners in which we conduct our business. Restrictions could be placed upon the collection, management, aggregation and use of information, which could result in a material increase in the cost of collecting or otherwise obtaining certain kinds of data and could limit the ways in which we may use, disclose or otherwise process information.

In particular, interest-based advertising, or the use of data to draw inferences about a user’s interests and deliver relevant advertising to that user, and similar or related practices, such as cross-device data collection and aggregation, steps taken to de-identify personal information and to use and distribute the resulting data, including for purposes of personalization and the targeting of advertisements, have come under increasing scrutiny by legislative, regulatory and self-regulatory bodies in the U.S. and abroad that focus on consumer protection or data privacy. Much of this scrutiny has focused on the use of cookies and other technology to collect information about Internet users’ online browsing activity on web browsers, mobile devices and other devices, to associate such data with user or device identifiers or pseudonymous identities across devices and channels. Increased scrutiny may result in more consumers who object to or refrain from opting in to the collection and use of viewership information or other data, which may harm our business. Other businesses have been criticized by privacy groups and governmental bodies for attempts to link personal identities and other information to data collected on the Internet regarding users’ browsing and other habits. We are aware of several lawsuits filed against companies in the electronics or digital advertising industries alleging various violations of consumer protection and computer crime laws, asserting privacy-related theories and regulatory authorities in the United States and other jurisdictions have pursued investigations of and enforcement actions against companies relating to their use and other processing of data relating to individuals. In addition, providers of Internet browsers have engaged in, or announced plans to continue or expand, efforts to provide increased visibility into, and certain controls over, cookies and similar technologies and the data collected using such technologies. For example, Google recently announced that its Chrome browser will block third-party cookies starting in 2023. In April 2021, Google began releasing software updates to its Chrome browser with features intended to phase out third-party cookies. Because we, and our customers, use data collected through cookies and similar technologies, it is possible that these efforts may have a substantial impact on our ability to provide our services to our customers, It is essential that we monitor developments in this area domestically and globally, and engage in responsible privacy practices, including providing consumers with notice of the types of data we collect and how we use that data to provide our services. We must also continue to innovate to provide alternatives to data collected through the cookies.

In addition, the protection and privacy of children’s data has come under increasing scrutiny by regulatory bodies in the U.S. and abroad. The Children’s Online Privacy Protection Act (COPPA) is a U.S. federal law that applies to operators of commercial websites and online services directed to U.S. children under the age of 13 that collect personal information from children, and to operators of general audience websites and services with actual knowledge that they are collecting personal information from U.S. children under the age of 13. We collect data from smart televisions, which may be used by both adults and children under the age of 13. We strive to ensure that our services and products are compliant with applicable provisions of COPPA, including by having our consent workflow and consumer privacy controls certified as compliant under COPPA by an independent consulting firm specializing in COPPA compliance, which has provided us with COPPA Safe Harbor status. However, the COPPA provisions may be modified, interpreted, or applied in new manners that we may be unable to anticipate or prepare for appropriately, and we may incur substantial costs or expenses in

 

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attempting to modify our systems, platform, applications, or other technology to address changes in COPPA, or interpretations thereof. If we fail to accurately anticipate the application, interpretation, or legislative expansion of COPPA, we could be subject to governmental enforcement actions, data processing restrictions, litigation, fines and penalties, adverse publicity or loss of customers.

In the U.S., the U.S. Congress and state legislatures, along with federal regulatory authorities have recently increased their attention on matters concerning the collection, disclosure and use of consumer data. For example, California enacted legislation, the California Consumer Privacy Act (CCPA), that became operative on January 1, 2020 and came under California Attorney General (AG) enforcement on July 1, 2020. The CCPA requires covered companies to, among other things, provide new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information, a concept that is defined broadly. The California AG can enforce the CCPA, including seeking an injunction and civil penalties for violations. The CCPA provides a private right of action for certain data breaches that is expected to increase data breach litigation. In November 2020 California voters also approved the ballot initiative known as the California Privacy Rights Act of 2020 (CPRA). Pursuant to the CPRA, the CCPA will be amended by creating additional privacy rights for California consumers and additional obligations on businesses, which could subject us to additional compliance costs as well as possible fines, individual claims and commercial liabilities for certain compliance failures. In March 2021, the Virginia legislature passed the Virginia Consumer Data Protection Act (VCDPA), and in July 2021, the Colorado legislature passed the Colorado Privacy Act (CPA). The majority of CPRA provisions will go into effect on January 1, 2023. In the interim, the CPRA will require additional investment in compliance programs and potential modifications to business processes, as well as possible fines, individual claims and commercial liabilities for certain compliance failures. In particular, the CPRA will create a California data protection agency to enforce the statute and will impose new requirements relating to additional consumer rights, data minimization and other obligations. The CPRA also extends certain exemptions under the CCPA through December 31, 2022, including the CCPA’s exemptions for certain information collected in employment or business-to-business contexts. On March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act (VCDPA), which will take effect on January 1, 2023. The VCDPA borrows heavily from the CCPA and the EU GDPR, and includes exemptions that may be broader than the CCPA in certain respects. Moreover, on July 8, 2021, the Colorado Governor signed into law the Colorado Privacy Act (CPA), which will become effective on July 1, 2023. The CPA borrows heavily from the CPRA, the VCDPA and the EU GDPR. Further modifications and regulations to the CPRA, the VCDPA and the CPA, as well as any other state or federal legislation that if subsequently enacted, could have potentially conflicting requirements, create additional liability and require costly expenditures in an effort to ensure compliance.

We cannot yet fully predict the full impact of these laws on our business or operations, but they may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. There have been a number of proposals for federal and other state privacy legislation that, if enacted, could increase our exposure to potential liability, add additional complexity to compliance in the U.S. market and increase our compliance costs. For example, other states have enacted or are considering legislation similar to that of the CCPA, CPRA, VCDPA and CPA statutory frameworks, including legislation that, if enacted, would require persons to “opt-in” to the collection of certain consumer data. Decreased availability and increased costs of consumer data could adversely affect our ability to meet our customers’ requirements and could result in decreased revenues.

In Europe, the General Data Protection Regulation (EU GDPR) took effect on May 25, 2018, which has direct effect in all EU Member States and has extraterritorial effect where organizations outside of the European Economic Area (EEA) process personal data of individuals in the EEA in relation to the offering of goods or services to those individuals. These laws impose onerous and comprehensive privacy, data protection and data security obligations onto data controllers and data processors, including, as applicable:

 

   

accountability and transparency requirements and enhanced requirements for obtaining valid consent;

 

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obligations to consider data protection as any new products or services are developed and to limit the amount of personal data processed;

 

   

obligations to implement appropriate technical and organizational measures to safeguard personal data and to report certain personal data breaches to the supervisory authority without undue delay (and no later than 72 hours where feasible); and

 

   

obligations to provide individuals with various data protection rights (e.g., the right to erasure of personal data).

Compliance with the EU GDPR is a rigorous and time-intensive process that may increase our cost of doing business or require us to change our business practices. There may also be a risk that the measures will not be implemented correctly or that individuals within the business will not be fully compliant with the required procedures. Despite those efforts, there is a risk that we may be subject to fines and penalties, litigation and reputational harm in connection with our European activities. The EU GDPR includes significant penalties for non-compliance of up to the greater of €20 million or 4% of an enterprise’s global annual revenue.

Further, the EU is expected to replace the ePrivacy Directive governing the use of technologies to collect consumer information with the Regulation of Privacy and Electronic Communications (ePrivacy Regulation). The replacement ePrivacy Regulation may impose burdensome requirements around obtaining consent to use such technologies, and impose fines for violations that are materially higher than those imposed under the EU’s current ePrivacy Directive and related EU Member State legislation. In addition, some countries are considering or have passed legislation or interpretations implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services. Any failure to achieve required data protection standards may result in lawsuits, regulatory fines, or other actions or liability, all of which may harm our operating results.

In June 2016, a referendum was passed in the United Kingdom to leave the EU, commonly referred to as “Brexit.” The United Kingdom exited the EU pursuant to Brexit on January 31, 2020, subject to a transition period for certain matters that ran to December 31, 2020. Following December 31, 2020, the EU GDPR’s data protection obligations continue to apply to the United Kingdom in substantially unvaried form under the so called “UK GDPR” by virtue of section 3 of the European Union (Withdrawal) Act 2018. The UK GDPR provides for fines of up to the greater of 17.5 million British Pounds or 4% of a company’s worldwide turnover, whichever is higher. Brexit has created an uncertain political and economic environment in the United Kingdom and other EU countries. For example, on June 28, 2021, the European Commission issued an adequacy decision for the United Kingdom under the EU GDPR and the Law Enforcement Directive, pursuant to which personal data generally may be transferred from the EU to the United Kingdom without restriction; however, this adequacy decision is subject to a four-year “sunset” period, after which the European Commission’s adequacy decision may be renewed. During that period, the European Commission will continue to monitor the legal situation in the United Kingdom and may intervene at any time with respect to its adequacy decision. The United Kingdom’s adequacy determination therefore is subject to future uncertainty, and may be subject to modification or revocation in the future, with the United Kingdom potentially being considered a “third country” under the EU GDPR, with personal data transfers needing to be made subject to GDPR-compliant safeguards, such as the Standard Contractual Clauses (SCCs). In addition, there may be an increase in the divergence in the interpretation, application and enforcement of data protection laws between the United Kingdom and the EU. The full effect of Brexit is uncertain and depends on any agreements the United Kingdom may make to retain access to EU markets. Consequently, no assurance can be given about the impact of Brexit and our business may be seriously harmed.

We are also subject to laws and regulations that dictate whether, how and under what circumstances we can transfer, process and/or receive certain data that is critical to our operations, including certain personal data shared between countries or regions in which we operate and shared among our products and services. For

 

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example, the EU GDPR prohibits transfers of personal data outside of the EEA to third countries that the European Commission does not recognize as having “adequate” data protection laws (third countries), including the U.S. On July 16, 2020, however, the Court of Justice of the European Union (CJEU) invalidated the EU-US Privacy Shield and companies may no longer rely on it as a valid mechanism to comply with the EU GDPR. In the same decision, the CJEU confirmed the validity of the SCCs, but advised that the SCCs must be considered on a case-by-case basis, in conjunction with an assessment as to whether national security laws conflict with the guarantees provided by the data importer under the SCCs and considers whether supplementary measures that provide privacy protections additional to those provided under SCCs will need to be implemented to ensure an essentially equivalent level of data protection to that afforded in the EEA. On June 4, 2021, the European Commission issued new SCCs that account for the CJEU’s decision and other developments, which will need to be put in place for new contracts involving the transfer of personal data from the EEA to a third country concluded from September 27, 2021 and, by December 27, 2022, replace previous SCCs included in existing contracts concluded before September 27, 2021. The invalidation of the EU-US Privacy Shield and any requirements to put in place additional mechanisms to ensure compliance with the EU GDPR (including the EU GDPR requirements as implemented by individual countries) could have a significant adverse impact on our operations, while increasing our compliance costs and legal and regulatory risks. While domestic efforts between the EU and U.S. toward a replacement are underway, the timing and requirements are unclear. In addition, we anticipate being required to engage in new contract negotiations with processors, service providers and other third parties and being required to enter into new SCCs. If other legal bases upon which we currently rely for transferring data from the EEA to the U.S. are invalidated, if we are unable to transfer data between and among countries and regions in which we operate, or if we are prohibited from sharing data among our products and services, it could affect the manner in which we provide our services or adversely affect our financial results.

In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us or our customers. We are members of self-regulatory bodies that impose additional requirements related to the collection, use and disclosure of consumer data. Under the requirements of these self-regulatory bodies, in addition to other compliance obligations, we are obligated to provide consumers with notice about our use of cookies and other technologies to collect consumer data and of our collection and use of consumer data for certain purposes, and to provide consumers with certain choices relating to the use of consumer data. Some of these self-regulatory bodies have the ability to discipline members or participants, which could result in fines, penalties and/or public censure (which could in turn cause reputational harm). Additionally, some of these self-regulatory bodies might refer violations of their requirements to the FTC or other regulatory bodies.

Because the interpretation and application of privacy and data protection laws, regulations and standards are uncertain, it is possible that these laws, regulations and standards may be interpreted and applied in manners that are inconsistent between countries and jurisdictions or conflict with other laws, regulations or other obligations to which we are or may become subject. Such laws and regulations, or interpretation of law and regulations also may be, or may be asserted to be inconsistent with our data management practices or the technological features of our solutions. If so, in addition to the possibility of fines, investigations, lawsuits and other claims and proceedings, it may be necessary or desirable for us to fundamentally change our business activities and practices or modify our products and services, which could have an adverse effect on our business. We may be unable to make such changes or modifications in a commercially reasonable manner or at all. Any inability to adequately address privacy, data protection, or data security concerns, even if unfounded, or any actual or perceived failure to comply with applicable laws, regulations, standards or policies relating to privacy, data protection, or data security, could result in additional cost and liability to us, damage our reputation, decrease the availability of and increase costs for information, inhibit sales and harm our business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, standards and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our platform. Privacy concerns, whether valid or not valid, may inhibit market adoption of our platform particularly in certain industries and foreign countries.

 

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If government regulations or laws relating to the internet, video, advertising, or other areas of our business change, we may need to alter the manner in which we conduct our business, or our business could be harmed.

We are subject to general business regulations and laws, as well as regulations and laws specific to the internet and online services, which may include laws and regulations related to data privacy, data protection and data security, consumer protection, data localization, law enforcement access to data, encryption, telecommunications, social media, payment processing, taxation, intellectual property, competition, electronic contracts, internet access, net neutrality, advertising, calling and texting, content restrictions, protection of children and accessibility, among others. We cannot guarantee that we have been or will be fully compliant in every jurisdiction. Litigation and regulatory proceedings are inherently uncertain, and the laws and regulations governing issues such as data privacy, data protection and data security, payment processing, taxation, net neutrality, video, telecommunications, e-commerce tariffs and consumer protection related to the internet continue to develop. For example, laws relating to the liability of providers of online services for activities of their users and other third parties have been tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement and other theories based on the nature and content of the materials searched, the advertisements posted, actions taken or not taken by providers in response to user activity or the content provided by users. The U.S. Congress has also enacted legislation related to liability of providers of online services and may continue to legislate in this area. The CCPA and Nevada Privacy Law (the Nevada SPI Law) also apply to entities that do business in California and Nevada, respectively, and impose a number of requirements on internet and online services. Moreover, as internet commerce and advertising continue to evolve, increasing regulation by federal, state and foreign regulatory authorities becomes more likely.

Laws relating to data privacy, data protection and data security, data localization, law enforcement access to data, encryption and similar activities continue to proliferate, often with little harmonization between jurisdictions and limited guidance. A number of existing bills are pending in the U.S. Congress and other government bodies that contain provisions that would regulate, for example, how companies can use cookies and other tracking technologies to collect, use and share user information. The CCPA also imposes requirements on certain tracking activity. The ePrivacy Directive in the EU, which is due for update in 2021, and other EU member state legislation require marketers or companies like ours to, for example, obtain unambiguous, affirmative consent from users for the placement of cookies or other tracking technologies and the delivery of relevant advertisements. If we or the third parties that we work with, such as contract payment processing services, content publishers, vendors or developers violate or are alleged to violate applicable privacy-, data protection- or security-related laws, industry standards, contractual obligations, or our policies, such violations and alleged violations may also put our users’ information at risk and could in turn harm our business and reputation and subject us to potential liability. Any of these consequences could cause our users, marketers or publishers to lose trust in us, which could harm our business. Furthermore, any failure on our part to comply with these laws may subject us to liability and reputational harm.

Our use of data to deliver relevant advertising and other services on our platform places us and our content publishers at risk for claims under various unsettled laws, including the Video Privacy Protection Act (VPPA). The FTC has also in recent years revised its rules implementing COPPA, broadening the applicability of these rules, including the types of information that are subject to these regulations, and it is currently examining whether additional changes are appropriate. Such actions could limit the information that we or content publishers and marketers who we work with may collect and use. The CCPA also imposes certain opt in and opt out requirements for certain information about minors. We and the content publishers and marketers we work with could be at risk for violation or alleged violation of these and other privacy, advertising, or similar laws.

Changes in general economic conditions, geopolitical conditions, U.S. trade policies and other factors beyond our control may adversely impact our business and operating results.

Our business is subject to risks generally associated with doing business abroad, such as U.S. and foreign governmental regulation in the countries in which CTVs that contain our ACR software. Our operations

 

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and performance depend significantly on global, regional and U.S. economic and geopolitical conditions. For example, there has been discussion and dialogue regarding potential significant changes to U.S. trade policies, legislation, treaties and tariffs. In November 2018, for example, the United States, Mexico and Canada signed the United States-Mexico-Canada Agreement (USMCA) which superseded the North American Free Trade Agreement. The USMCA entered into force on July 1, 2020, although there are some remaining implementation issues with respect to ensuring that Mexico’s and Canada’s laws and regulations are fully in compliance with the USMCA obligations and commitments, and there may be further changes to interim regulations regarding customs procedures, rules of origin and other provisions that could affect products sourced from Mexico or Canada, and their eligibility for duty-free entry into the U.S., Mexican and Canadian markets. In addition, there is a potential risk of Mexican or Canadian restrictions on OTT advertising and/or local content requirements. While the Office of the U.S. Trade Representative (USTR) has cited Mexico’s proposed restrictions as potential USMCA violations, these issues remain unresolved and could lead to a protracted USMCA dispute settlement proceeding, creating uncertainties for our business in both markets.

Also, various countries, in addition to the United States, regulate the import and export of certain commodities, software and technology, including import and export licensing requirements, and have enacted laws that could limit our ability to distribute our products or collaborate on technology with our commercial or strategic partners, or could limit our commercial and/or strategic partners’ ability to implement our products in those countries. Changes in our products or future changes in export and import regulations may create delays in the introduction of our products in international markets, prevent our commercial and/or strategic partners with international operations from deploying our products globally or, in some cases, prevent the export or import of our products to certain countries, governments, or persons altogether. In particular, the U.S. government continues to expand export control and sanctions restrictions on China and Hong Kong, which may limit the company’s ability to collaborate with and transfer technology to partners in the region. Cross-border data transmissions are currently exempt from customs duties under the World Trade Organization’s (WTO) temporary e-commerce moratorium on customs duties on electronic transmissions, but the moratorium faces opposition from certain WTO Members when it comes up for renewal at the WTO Ministerial Meeting, which was originally scheduled for June 2020. It has been postponed because of COVID-19 but is now scheduled to take place in November 2021, at which time a decision will be made by WTO Members whether to continue the moratorium. Other potential barriers include the further proliferation of digital services taxes in Europe and elsewhere which potentially could expose certain digital services to new taxes, as well as continued risks of U.S. or foreign sanctions or related sanctions legislation, increased export and import restrictions stemming from governmental policies or U.S.-China “de-coupling,” or changes in the countries, governments, persons, businesses, or technologies targeted by U.S. or foreign regulations, restrictions and sanctions. Any change in U.S. or foreign export or import regulations, customs duties or other restrictions on intangible goods such as cross-border data flows, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or new customers in U.S. or international markets or hamper our ability to source products, components and parts from certain suppliers or lead to potential supply chain disruptions and business or reputational harms. Any decreased use of our products or limitation on our ability to export, import, or sell our products, or source parts and/or components, would harm our business.

Further, following the result of a referendum in 2016, the United Kingdom formally left the EU on January 31, 2020. The effects of Brexit have been and are expected to continue to be far-reaching. Brexit and the perceptions as to its impact may adversely affect business activity and economic conditions globally and could continue to contribute to instability in global financial markets. Brexit could also have the effect of disrupting the free movement of goods, services and people between the United Kingdom and the EU. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the United Kingdom determines which EU laws to replace or replicate. While the EU and United Kingdom have reached EU-UK Trade and Cooperation Agreement on their post-Brexit economic relationship, which took effect on January 1, 2021, it is incomplete, and the full effects of Brexit are uncertain. Given these possibilities and others we may not anticipate, as well as the lack of comparable precedent, the full extent to which our business, results of operations and financial condition could be adversely affected by Brexit is uncertain.

 

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United States or international rules that permit internet service providers to limit internet data consumption by users, including unreasonable discrimination in the provision of broadband internet access services, could harm our business.

Laws, regulations or court rulings that adversely affect the popularity or growth in use of the internet, including decisions that undermine open and neutrally administered internet access, could decrease customer demand for our service offerings, may impose additional burdens on us or could cause us to incur additional expenses or alter our business model.

In February 2015, the FCC adopted open internet rules intended to protect the ability of consumers and content producers to send and receive non-harmful, lawful information on the internet (the Open Internet Order). The Open Internet Order prohibited broadband internet access service providers from: (i) blocking access to legal content, applications, services or non-harmful devices; (ii) throttling, impairing or degrading performance based on content, applications, services or non-harmful devices; and (iii) charging more for favorable delivery of content or favoring self-provisioned content over third-party content (collectively, the Prohibited Activities). The Open Internet Order also prohibited broadband internet access service providers from unreasonably interfering with consumers’ ability to select, access and use the lawful content, applications, services or devices of their choosing as well as edge providers’ ability to make lawful content, applications, services or devices available to consumers.

In January 2018, the FCC released a new order, known as the Restoring Internet Freedom Order (the Order), that repealed most of the blocking, throttling and paid prioritization restrictions adopted in the Open Internet Order. The Order reclassified broadband internet access service as a non-common carrier “information service” and repealed rules that had prohibited broadband internet access service providers from conducting the “prohibited activities” but continued to require broadband internet access service providers to be transparent about their policies and network management practices, and subjected discriminatory practices to case-by-case assessment under antitrust and consumer protection laws. Most portions of the Order went into effect in April 2018 and the remainder went into effect in June 2018. Numerous judicial challenges to the Order were filed, and in October 2019, the Court of Appeals for the District of Columbia Circuit upheld nearly all of the Order, but reversed the FCC’s decision to prohibit all state and local regulation targeted at broadband internet access service, requiring case by case determinations as to whether state and local regulation conflicts with the FCC’s rules. The court also required the FCC to reexamine three issues from the Order where it found insufficient analysis but allowed the Order to remain in effect pending the FCC’s review. The original parties were denied a rehearing by the full U.S. Court of Appeals for the D.C. Circuit in February 2020 and the period to seek review by the Supreme Court has ended. On remand, the FCC reaffirmed its existing approach in October 2020; however, four petitioners sought reconsideration of the FCC’s decision in February 2021, and the FCC subsequently filed a motion requesting that the D.C. Circuit hold the case in abeyance, which the court granted. The FCC, now newly organized following the inauguration of President Joe Biden, has yet to issue a decision in response to these petitions. To the extent the courts, the agencies or the states do not uphold or adopt sufficient safeguards to protect against discriminatory conduct, network operators may seek to extract fees from us or our content publishers to deliver our traffic or otherwise engage in blocking, throttling or other discriminatory practices, and our business could be harmed.

Several states have adopted or are considering network neutrality legislation or regulation. For example, California’s legislation codifies portions of the FCC’s rescinded Open Internet Order. The U.S. Department of Justice filed suit in September 2018 to block implementation of the California law, and the California Attorney General agreed to delay implementation of the state law until the litigation is resolved. While the Department of Justice withdrew its challenge of the California net neutrality law in February 2021, the status of state net neutrality legislation remains uncertain because several broadband service provider trade associations also have sued California to invalidate its net neutrality law on grounds that the law is preempted by the Order, among other claims. Several states in addition to California have enacted net neutrality legislation and several governors have signed executive orders requiring broadband internet access service providers contracting with state

 

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agencies to adhere to network neutrality principles. The regulatory framework for network neutrality thus remains unsettled and is subject to ongoing federal litigation as well as federal and state legislative and regulatory activity.

As we expand internationally, government regulation protecting the non-discriminatory provision of internet access may be nascent or non-existent. In those markets where regulatory safeguards against unreasonable discrimination are nascent or non-existent and where local network operators possess substantial market power, we could experience anti-competitive practices that could impede our growth, cause us to incur additional expenses or otherwise harm our business. Future regulations or changes in laws and regulations or their existing interpretations or applications could also hinder our operational flexibility, raise compliance costs and result in additional liabilities for us, which may harm our business.

Broadband internet providers are subject to government regulation and enforcement actions, and changes in current or future laws, regulations or enforcement actions that negatively impact our distributors or content publishers could harm our business.

Upon the effective date of the Order, the FTC became the federal agency primarily responsible for regulating broadband privacy and data security in the United States. The FTC follows an enforcement-focused approach to regulating broadband privacy and security. Future FTC enforcement actions could cause us or our content publishers to alter advertising claims or alter or eliminate certain features or functionalities of our products or services which may harm our business. At the FCC, many broadband internet providers provide traditional telecommunications services that are subject to FCC and state rate regulation of intrastate telecommunications services, and are recipients of federal universal service fund payments, which are intended to subsidize telecommunications services in areas that are expensive to serve. Changes in rate regulations or in universal service funding rules, either at the federal or state level, could affect these broadband internet providers’ revenue and capital spending plans. In addition, various international regulatory bodies have jurisdiction over non-United States broadband internet providers. The Nevada SPI Law and the CCPA also apply to broadband internet providers that do business in Nevada and California, respectively. To the extent these broadband internet providers are adversely affected by laws or regulations regarding their business, products or service offerings, our business could be harmed.

We could be required to collect additional sales and other similar taxes or be subject to other tax liabilities that may increase the costs our customers would have to pay for our subscriptions and adversely affect our operating results.

Sales and use, value-added, goods and services and similar tax laws and rates are complicated and vary greatly by jurisdiction. There is significant uncertainty as to what constitutes sufficient nexus for a state or local jurisdiction to levy taxes, fees and surcharges for sales made over the internet, as well as whether our subscriptions are subject to tax in various jurisdictions. The vast majority of states have considered or adopted laws that impose tax collection obligations on out-of-state companies. States or local governments may enforce laws requiring us to calculate, collect and remit taxes on sales in their jurisdictions. We may be obligated to collect and remit sales tax in jurisdictions in which we have not previously collected and remitted sales tax. A successful assertion by one or more states requiring us to collect taxes where we historically have not or presently do not do so could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest. The imposition by state governments or local governments of sales tax collection obligations on out-of-state sellers could also create additional administrative burdens for us and decrease our future sales, which could adversely affect our business and operating results.

Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions and we could be obligated to pay additional taxes, which would harm our results of operations.

Based on our current corporate structure, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we

 

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pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents. In addition, the authorities in the jurisdictions in which we operate could review our tax returns or require us to file tax returns in jurisdictions in which we are not currently filing, and could impose additional tax, interest and penalties. These authorities could also claim that various withholding requirements apply to us or our subsidiaries, assert that benefits of tax treaties are not available to us or our subsidiaries, or challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing. The relevant taxing authorities may determine that the manner in which we operate our business does not achieve the intended tax consequences. If such a disagreement was to occur, and our position was not sustained, we could be required to pay additional taxes, and interest and penalties. Any increase in the amount of taxes we pay or that are imposed on us could increase our worldwide effective tax rate and harm our business and results of operations.

Changes in tax laws or tax rulings could materially affect our effective tax rates, financial position and results of operations.

The tax regimes we are subject to or operate under are unsettled and may be subject to significant change. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could cause us to be subject to additional income-based taxes and non-income taxes (such as payroll, sales, use, value-added, digital tax, net worth, property and goods and services taxes), which in turn could materially affect our financial position and results of operations. For example, recently, in the United States, the Biden administration proposed to increase the U.S. corporate income tax rate from 21% to 28%, increase U.S. taxation of international business operations and impose a global minimum tax. Further, certain countries have implemented or are considering implementing measures such as digital services tax. In addition, many countries and organizations such as the Organization for Economic Cooperation and Development have recently proposed or recommended changes to existing tax laws or have enacted new laws that could impact our tax obligations in countries where we do business or cause us to change the way we operate our business. Some of these or other new rules could result in double taxation of our international earnings. Any significant changes to our future effective tax rate may harm our business, financial condition, results of operations, or cash flows.

We might not be able to utilize a significant portion of our net operating loss carryforwards.

As of December 31, 2020, we had available to us federal net operating loss carryforwards, a portion of which will, if not used, expire at various dates. Under current law, federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses in tax years beginning after December 31, 2020 is limited. Other limitations may apply for state tax purposes.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the Code), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards to offset its post-change income may be limited. In addition, we may experience ownership changes in the future as a result of subsequent changes in our stock ownership, including this offering, some of which may be outside of our control. A past or future ownership change that materially limits our ability to use our historical net operating loss and tax credit carryforwards may harm our future operating results by effectively increasing our future tax obligations.

Risks Related to Intellectual Property

We are subject to third party claims for alleged infringement of their proprietary rights, which would result in additional expense and potential damages.

From time to time, we receive claims from third parties that our platform and underlying technology allegedly infringe or violate such third parties’ intellectual property rights. To the extent we gain greater public

 

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recognition, we may face a higher risk of being subject to intellectual property infringement claims. We analyze and take action in response to such claims on a case-by-case basis. Any dispute or litigation regarding patents or other intellectual property, even those without merit, could be costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation, and engaging in such disputes could divert the attention of our management and key personnel away from our business operations, even if the dispute is ultimately determined in our favor. A resolution of a claim of intellectual property infringement, misappropriation or other violation, even a claim without merit, could force us to enter into a costly or restrictive license or royalty agreement, which might not be available under commercially reasonable terms, could require us to pay significant damages (including attorneys’ fees), could subject us to an injunction against development and/or sale of certain of our products or services, could require us to expend additional development resources to redesign our technology and could require us to indemnify our partners and other third parties. If we were required to take one or more such actions, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention. See the section titled “Business—Legal Proceedings” for additional information.

Under our agreements with many of our TV OEM partners, licensees and customers, we are required to defend and indemnify them in the event our technology is alleged to infringe upon the intellectual property rights of third parties.

In certain of our agreements we are required to defend and indemnify our TV OEM partners, licensees and customers if our technology is alleged to infringe. In the future, we may incur significant expenses defending these partners if they are sued for infringement based on allegations related to our technology. In addition, if the technology is found to be infringing and the partner seeks indemnification from us, we also could be subject to significant monetary liabilities.

If we fail to adequately protect or enforce our intellectual property or proprietary rights, our business and operating results could be harmed.

We regard the protection of our patents, trade secrets, copyrights, trademarks, trade dress, domain names and other intellectual property or proprietary rights as important to our success. Any of the intellectual property rights we own or license from third parties may be challenged, invalidated or rendered unenforceable, or may not be of sufficient scope or strength to provide us with any meaningful protection. We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We seek to protect our confidential proprietary information, in part, by entering into confidentiality agreements with all our employees, consultants, contractors, advisors and any third parties who have access to our proprietary know-how, information or technology. However, we cannot be certain that we have executed such agreements with all parties who had access to our proprietary information, nor can we be certain that our agreements will not be breached. Any party with whom we have executed such an agreement could potentially breach that agreement and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. We cannot guarantee that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Despite our efforts to protect our proprietary technology and trade secrets, unauthorized parties may attempt to misappropriate, reverse engineer or otherwise obtain and use them. Detecting the disclosure or misappropriation of a trade secret and enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, time-consuming and could result in substantial costs, and the outcome of such a claim is unpredictable. If we are unable to prevent the unauthorized disclosure of our trade secrets to third parties, or if our competitors independently develop any of our trade secrets in a manner that could prevent legal recourse by us, we may not be able to establish or maintain a competitive advantage in our market, which could harm our business. There can be no assurance that our proprietary technology and trade secrets will be sufficient to protect against competitors operating their business in a manner that is substantially similar to ours.

 

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Further, the laws of certain foreign countries do not provide the same level of protection of corporate proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how and records as the laws of the United States. For instance, the legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection. Accordingly, we have not historically sought patent protection outside of the United States and the EEA. As a result, we may encounter significant problems in protecting and defending our intellectual property or proprietary rights abroad. Additionally, we may also be exposed to material risks of theft or unauthorized reverse engineering of our proprietary information and other intellectual property, including technical data, manufacturing processes, data sets or other sensitive information. Our efforts to enforce our intellectual property rights in such foreign countries may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop, which could have a material adverse effect on our business, financial condition and results of operations.

We have filed and will in the future file patent applications on inventions that we deem to be innovative. There is no guarantee that our patent applications will issue as granted patents, that the scope of the protection gained will be sufficient or that an issued patent may subsequently be deemed invalid or unenforceable. Patent laws, and scope of coverage afforded by them, have been subject to significant changes, such as the change to “first-to-file” from “first-to-invent” resulting from the Leahy-Smith America Invents Act. This change in the determination of inventorship may result in inventors and companies having to file patent applications more frequently to preserve rights in their inventions, which may favor larger competitors that have the resources to file more patent applications. Another change to the patent laws may incentivize third parties to challenge any issued patent in the United States Patent and Trademark Office (USPTO), in addition to or lieu of having to pursue that defense in U.S. federal court. Any invalidation of a patent claim could have a significant impact on our ability to protect the innovations contained within our devices and platform and could harm our business.

The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions to maintain patent applications and issued patents. We may fail to take the necessary actions and to pay the applicable fees to obtain or maintain our patents. Noncompliance with these requirements can result in abandonment or lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to use our technologies and enter the market earlier than would otherwise have been the case.

We pursue the registration of our trademarks and service marks in the United States and in certain locations outside the United States. We are seeking to protect our trademarks and service marks in an increasing number of jurisdictions, a process that is expensive and time-consuming and may not be successful or which we may not pursue in every jurisdiction in which we conduct business. Third parties may also oppose our trademark and service mark applications or registrations, or otherwise challenge our use of the trademarks and service marks.

Litigation may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity or diversion of management and technical resources, any of which could adversely affect our business and operating results.

Enforcement of our intellectual property rights may be difficult and may require considerable resources. Third parties, including competitors, may infringe, misappropriate or otherwise violate our intellectual property rights and we may not have adequate resources to enforce our intellectual property rights. Pursuing infringers of our intellectual property rights could result in significant monetary costs and diversion of management resources, and any failure to pursue or successfully litigate claims against infringers or otherwise enforce our intellectual property rights could result in competitors using our technology, potentially resulting in loss of our competitive advantage and decreased revenues.

 

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Risks Related to Operating and Growing Business

We have incurred operating losses in the past, expect to incur operating losses in the future and may not sustain profitability.

We began operations in 2008 and we have experienced annual net losses in most fiscal years since inception. As of December 31, 2020, we had an accumulated deficit of $44.9 million. We expect our operating expenses to increase in the future as we continue to expand our operations. If our revenue and gross profit do not grow at a greater rate than our operating expenses, we will not be able to achieve and maintain profitability. We expect to operate at or near break-even levels in the future for a number of reasons, including without limitation the other risks and uncertainties described herein. Additionally, we may encounter unforeseen operating or legal expenses, difficulties, complications, delays and other factors that may result in losses in future periods. If our expenses exceed our revenue, we may never achieve or maintain profitability and our business may be harmed.

We need to maintain operational and financial systems that can support our expected growth, increasingly complex business arrangements, and rules governing revenue and expense recognition and any inability or failure to do so could adversely affect our financial reporting, billing and payment services.

We have a complex business that is growing in size and complexity both in the United States and in international jurisdictions. To manage our growth and our increasingly complex business operations, especially as we move into new markets internationally or acquire new businesses, we will need to maintain and may need to upgrade our operational and financial systems and procedures, which requires management time and may result in significant additional expense. Our business arrangements with licensees, marketers and other parties and the rules that govern revenue and expense recognition in our business are increasingly complex. To manage the expected growth of our operations and increasing complexity, we must maintain operational and financial systems, procedures and controls and continue to increase systems automation to reduce reliance on manual operations. An inability to do so will negatively affect our financial reporting, billing and payment services. Our current and planned systems, procedures and controls may not be adequate to support our complex arrangements and the rules governing revenue and expense recognition for our future operations and expected growth. Delays or problems associated with any improvement or expansion of our operational and financial systems and controls could adversely affect our relationships with our users, marketers, advertisement agencies, brand partners and other licensees; cause harm to our reputation and brand; and could also result in errors in our financial and other reporting.

We may require additional capital to meet our financial obligations and support planned business growth, and this capital might not be available on acceptable terms or at all.

We intend to continue to make significant investments to support planned business growth and may require additional funds to respond to business challenges, including the need to develop new devices and enhance our streaming platform, improve our operating infrastructure or acquire complementary businesses, personnel and technologies. Our primary uses of cash include operating costs such as personnel-related expenses and capital spending. Our future capital requirements may vary materially from those currently planned and will depend on many factors including our growth rate and the continuing market acceptance of our products and services, hiring of experienced personnel, the expansion of sales and marketing activities, as well as overall economic conditions. 

We may need to engage in equity or debt financing to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our then existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of previously issued stock. Any debt financing we secure could involve additional restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential

 

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acquisitions. If we were to violate such restrictive covenants, we could incur penalties, increased expenses and an acceleration of the payment terms of our outstanding debt, which could in turn harm our business.

We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

Future acquisitions, new products, business lines, strategic investments or alliances could disrupt our business and harm our business, operating results and financial condition.

We have engaged in acquisitions to grow our business. To the extent we find suitable and attractive acquisition candidates and business opportunities in the future, we may continue to acquire other complementary businesses, products and technologies and enter into joint ventures or similar strategic relationships. We have no present commitments or agreements to enter into any such acquisitions or make any such investments. However, if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or architecture, regulatory compliance practices, revenue recognition or other accounting practices, tax liabilities, privacy or cybersecurity issues or employee or customer issues. There is no certainty that we will be able to successfully launch new products, integrate the services, products and personnel of any acquired business into our operations. In addition, any future acquisitions, joint ventures or similar relationships may cause a disruption in our ongoing business and distract our management. Further, we may be unable to realize the revenue improvements, cost savings and other intended benefits of any such transaction. Acquisitions involve numerous other risks, any of which could harm our business.

Risks Related to this Offering and Ownership of Our Class A Common Stock

The dual-class structure of our common stock will have the effect of concentrating voting power with the Class B Holders, which will limit your ability to influence the outcome of matters submitted to our stockholders for approval, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction.

Our Class A common stock, which is the stock we are offering by means of this prospectus, has one vote per share and our Class B common stock has 20 votes per share. Upon the closing of this offering, Ashwin Navin, our co-founder, Chief Executive Officer and a member of our board of directors, and Alvir Navin, our co-founder, Chief Operating Officer and a member of our board of directors, and certain entities controlled by them and certain entities affiliated with August Capital, who currently holds more than 5% of our outstanding common stock and is affiliated with Howard Hartenbaum, a member of our board of directors (the Class B Holders) will together hold all of the issued and outstanding shares of our Class B common stock. Accordingly, upon the closing of this offering, the Class B Holders will hold approximately     % of the voting power of our outstanding capital stock in the aggregate, which voting power may increase over time as the Class B Holders exercise or vest in equity awards or warrants outstanding at the time of the completion of this offering. If all such equity awards or warrants held by the Class B Holders had been exercised or vested and exchanged for shares of Class B common stock as of the date of the completion of this offering, the Class B Holders would collectively hold     % of the voting power of our outstanding capital stock. As a result, the Class B Holders will be able to determine or significantly influence any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. Additionally, if a Class B Holder sells shares of Class B common stock or converts shares of its Class B common stock into shares of Class A common stock, the voting power on a percentage basis of the other

 

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Class B Holders will increase due to the decrease in total votes outstanding, while ultimately lowering the aggregate voting power of the Class B Holders relative to the Class A shareholders.

The Class B Holders may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing, or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company, and might ultimately affect the market price of our Class A common stock. Further, the separation between voting power and economic interests could cause conflicts of interest between the Class B Holders and our other stockholders, which may result in the Class B Holders undertaking, or causing us to undertake, actions that would be desirable for the Class B Holders but would not be desirable for our other stockholders.

Future transfers by the holders of Class B common stock will generally result in those shares automatically converting into shares of Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning or other transfers among the Class B Holders and their family members. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon the earliest to occur of the date the Class B Holders and their affiliates cease providing services to the Company or any transfer, whether or not for value, except for certain transfers exempted by our certificate of incorporation, including transfers for tax and estate planning purposes so long as the transferring holder of Class B common stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. We refer to the date on which such final conversion of all outstanding shares of Class B common stock pursuant to the terms of our amended and restated certificate of incorporation occurs as the Final Conversion Date. For information about our dual-class structure, see the section titled “Description of Capital Stock.”

Although we do not expect to rely on the “controlled company” exemption under the listing standards of the New York Stock Exchange, we expect to have the right to use such exemption and therefore we could in the future avail ourselves of certain reduced corporate governance requirements.

As a result of our dual-class common stock structure, the Class B Holders will collectively hold a majority of the voting power of our outstanding capital stock following the completion of this offering. Therefore, we will be considered a “controlled company” as that term is set forth in the listing standards of the New York Stock Exchange. Under these listing standards, a company in which over 50% of the voting power for the election of directors is held by an individual, a group, or another company is a “controlled company” and may elect not to comply with certain listing standards of the New York Stock Exchange regarding corporate governance, including:

 

   

the requirement that a majority of its board of directors consist of independent directors

 

   

the requirement that its nominating or corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and an annual performance evaluation of the committee; and

 

   

the requirement that its compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, an annual performance evaluation of the committee, and the rights and responsibilities of the committee relate to any compensation consultant, independent legal counsel, or any other advisor retained by the committee.

These requirements would not apply to us if, in the future, we choose to avail ourselves of the “controlled company” exemption. Although we qualify as a “controlled company,” we do not currently expect to

 

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rely on these exemptions and intend to fully comply with all corporate governance requirements under the listing standards of the New York Stock Exchange. However, if we were to utilize some or all of these exemptions, we would not comply with certain of the corporate governance standards of the New York Stock Exchange, which could adversely affect the protections for other stockholders.

We cannot predict the impact our dual-class structure may have on our stock price.

We cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of dual-class structures and temporarily barred new dual-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our dual-class capital structure makes us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices are not expected to invest in our stock. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our multi-class structure, we will likely be excluded from certain of these indexes and we cannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.

There has been no public market for our Class A common stock prior to this offering, and an active trading market may not develop, which may affect the price of our Class A common stock and your ability to resell it.

There has been no public market for our Class A common stock prior to this offering, and an active public market for our Class A common stock may not develop or be sustained after the completion of this offering. We negotiated and determined the initial public offering price with representatives of the underwriters and this price may not be indicative of prices that will prevail in the trading market. As a result, you may not be able to sell your shares of Class A common stock at or above the offering price. Following the completion of this offering, the market price for our Class A common stock is likely to be volatile, in part because our shares have not been previously traded publicly. In addition, the market price of our Class A common stock may fluctuate significantly in response to a number of factors, most of which we cannot predict or control, including:

 

   

announcements or introductions of new devices or technologies, commercial relationships, acquisitions, strategic partnerships, joint ventures, capital commitments or other events by us or our competitors;

 

   

failure of any of our new devices or services to achieve commercial success;

 

   

developments by us or our competitors with respect to patents or other intellectual property rights;

 

   

variations and actual or anticipated fluctuations in our total net revenue and other results of operations, or the results of operations of our competitors;

 

   

fluctuations in the operating performance, stock market prices or trading volumes of securities of similar companies;

 

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failure by us to reach an agreement or renew an agreement with an important OEM or data partner;

 

   

changes in operating performance and stock market valuations of competitors;

 

   

general market conditions and overall fluctuations in U.S. equity markets, including fluctuations related to the COVID-19 pandemic;

 

   

changes in accounting principles;

 

   

sales of our Class A common stock, including sales by our executive officers, directors and significant stockholders, short selling of our Class A common stock, or the anticipation of sales or lock-up expirations;

 

   

actual or perceived cybersecurity attacks or security breaches or incidents;

 

   

additions or departures of any of our key personnel;

 

   

lawsuits threatened or filed by us or against us, and announcements related to any such litigation;

 

   

changing legal or regulatory developments in the United States and other countries, including with respect to data privacy, data protection and security;

 

   

the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

 

   

changes in recommendations by securities analysts, failure to obtain or maintain analyst coverage of our Class A common stock or our failure to achieve analyst earnings estimates;

 

   

discussion of us or our stock price by the financial press and in online investor communities;

 

   

changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; and

 

   

other events or factors, including those resulting from war, incidents of terrorism or responses to these events.

In addition, the stock market has experienced substantial price and volume volatility that is often seemingly unrelated to the operating performance of particular companies. These broad market fluctuations may cause the trading price of our Class A common stock to decline. Furthermore, the trading price of our Class A common stock may be adversely affected by third-parties trying to drive down the price. Short sellers and others, some of whom post anonymously on social media, may be positioned to profit if the trading price of our Class A common stock declines and their activities can negatively affect the trading price of our Class A common stock. In the past, securities class action litigation has often been brought against a company after a period of volatility in the market price of its common stock. We may become involved in this type of litigation in the future. Any securities litigation claims brought against us could result in substantial expenses and the diversion of our management’s attention from our business.

A large number of additional shares may be sold in the near future, which may cause the market price of our Class A common stock to decline significantly, even if our business is doing well.

Sales of a substantial amount of our Class A common stock in the market, or the perception that these sales may occur, could adversely affect the market price of our Class A common stock. After this offering, we

 

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will have outstanding              shares of Class A common stock and              shares of Class B common stock (after giving effect to the Capital Stock Conversion, the Reclassification and the Class B Stock Exchange). The total number of shares outstanding includes the              shares of Class A common stock we are selling in this offering, which may be resold immediately. The remaining shares of Class A common stock and Class B common stock will become available for sale 180 days after the date of this prospectus under the terms of a lock-up agreement (or earlier pursuant to the early release scenarios described below) entered into between the holders of those shares and the underwriters of this offering.

As these lock-up restrictions end, the market price of the Class A common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them.

In addition, we intend to file a registration statement to register shares reserved for future issuance under our equity compensation plans. Upon effectiveness of that registration statement, subject to the satisfaction of applicable exercise periods and the expiration or waiver of the lock-up agreements referred to above, the shares issued upon exercise of outstanding stock options will be available for immediate resale in the United States in the open market. If a large number of these shares are sold in the public market, the sales could reduce our trading price.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). For as long as we continue to be an emerging growth company, we intend to take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including:

 

   

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in this prospectus;

 

   

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the SOX Act);

 

   

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

 

   

reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements; and

 

   

exemptions from the requirements of holding nonbinding advisory stockholder votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

 

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We will remain an emerging growth company until the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates; (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (iv) the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

The public offering price per common share in this offering is higher than the net tangible book value per common share before giving effect to this offering. Accordingly, if you purchase common shares in this offering, you will incur immediate substantial dilution of approximately $         per share, representing the difference between the public offering price of $         per common share, and our as adjusted net tangible book value per share as of September 30, 2021. In addition, if outstanding options or warrants are exercised, you could experience further dilution. For a further description of the dilution that you will experience immediately after this offering, see the section titled “Dilution.”

Some provisions of our amended and restated certificate of incorporation and Delaware law inhibit potential acquisition bids and other actions that you may consider favorable.

Upon completion of this offering, our corporate documents and Delaware law will contain provisions that may enable our board of directors to resist a change in control of our company even if a change in control were to be considered favorable by you and other stockholders. These provisions include, among other things, the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval.

These provisions and our dual-class common stock structure, could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to take certain corporate actions such as the election of directors of your choosing. For example, following the first date on which the outstanding shares of our Class B common stock represent less than a majority of the total combined voting power of our Class A common stock and our Class B common stock (the Voting Threshold Date), our stockholders will only be able to take action by written consent. See the section titled “Description of Capital Stock—Anti-Takeover Effects of Certain Provisions of Delaware Law, Our Certificate of Incorporation and Our Bylaws.”

In addition, we will be subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a Delaware corporation from engaging in any broad range of business combinations with any stockholder who owns, or at any time in the last three years owned, 15% or more of our outstanding voting stock for a period of three years following the date on which the stockholder became an interested stockholder. This provision could have the effect of delaying or preventing a change of control, whether or not it is desired by or beneficial to our stockholders.

We have broad discretion as to the use of proceeds from this offering and may not use the proceeds effectively.

We estimate the net proceeds to us of this offering to be approximately $         million, based upon the initial offering price of $         per share, and after deducting underwriting discounts and estimated offering expenses payable by us. Our management will retain broad discretion as to the allocation of the proceeds and may spend these proceeds in ways in which our stockholders may not agree. The failure of our management to apply these funds effectively could result in unfavorable returns and uncertainty about our prospects, both of which could cause the price of our shares of Class A common stock to decline.

 

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We do not expect to pay any dividends on our Class A common stock for the foreseeable future.

We do not anticipate that we will pay any dividends to holders of our Class A common stock in the foreseeable future. Accordingly, investors must rely on sales of their Class A common stock as the only way to realize any gains on their investment. Investors seeking or expecting cash dividends should not purchase our Class A common stock.

Our amended and restated bylaws will designate a state or federal court located within the State of Delaware and the federal district courts of the United States as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws, or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants, and provided that this exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act.

Section 22 of the Securities Act of 1933, as amended (the Securities Act), creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated bylaws also provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

Any person or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own) any interest in any of our securities shall be deemed to have notice of and consented to the foregoing bylaw provisions. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or any of our directors, officers, stockholders, or other employees, which may discourage lawsuits with respect to such claims against us and our current and former directors, officers, stockholders, or other employees. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions. Further, in the event a court finds either exclusive forum provision contained in our amended and restated bylaws to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our results of operations.

General Risk Factors

We are exposed to increased regulatory oversight and will incur increased costs as a result of being a public company.

As a public company, we are required to satisfy the listing requirements and rules of the New York Stock Exchange and will incur significant legal, accounting and other expenses that we did not incur as a private company. We will also incur costs associated with public company reporting requirements and corporate governance requirements, including additional directors’ and officers’ liability insurance and requirements under

 

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the SOX Act as well as rules implemented by the Securities and Exchange Commission (SEC) and the New York Stock Exchange. These rules and regulations have increased, and will continue to increase, our legal and financial compliance costs, and have made, and will continue to make, certain activities more time consuming and costly. Further, we have incurred costs in connection with hiring additional legal, accounting, financial and compliance staff with appropriate public company experience and technical accounting knowledge. Any of these expenses may harm our business, financial condition and results of operations.

Natural disasters or other catastrophic events could disrupt and impact our business.

Occurrence of any catastrophic event, including an earthquake, flood, tsunami or other weather event, power loss, internet failure, software or hardware malfunctions, cyber-attack, war, terrorist attack, medical epidemic or pandemic (such as the COVID-19 pandemic), other man-made disasters or other catastrophic events could disrupt our business operations. Any of these business disruptions could require substantial expenditures and recovery time in order to fully resume operations. In particular, our principal offices are located in California, which is known for seismic activity making our operations in these areas vulnerable to natural disasters or other business disruptions in these areas. Our insurance coverage may not compensate us for losses that may occur in the event of an earthquake or other significant natural disaster. In addition, our offices and facilities, could be vulnerable to the effects of climate change (such as sea level rise, drought, flooding, wildfires and increased storm severity) that could disrupt our business operations. For example, in California, increasing intensity of drought and annual periods of wildfire danger increase the probability of planned power outages. Further, acts of terrorism could cause disruptions to the internet or the economy as a whole. If our platform was to fail or be negatively impacted as a result of a natural disaster or other event, our ability to deliver our products, to our customers would be impaired. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster or other catastrophic event and to execute successfully on those plans in the event of a disaster or catastrophic event, our business would be harmed.

If we fail to maintain effective internal controls, we may not be able to report financial results accurately or on a timely basis, or to detect fraud, which may harm our business or share price.

Effective internal controls are necessary for us to provide reasonable assurance with respect to our financial reports and to effectively prevent financial fraud. Pursuant to the SOX Act, we will be required to periodically evaluate the effectiveness of the design and operation of our internal controls. Internal controls over financial reporting may not prevent or detect misstatements because of inherent limitations, including the possibility of human error or collusion, the circumvention or overriding of controls or fraud. If we fail to maintain an effective system of internal controls, our business, financial condition and results of operations may be harmed, and we could fail to meet our reporting obligations, which may harm our business and our share price.

As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. Section 404 of the SOX Act requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent auditors addressing these assessments. Prior to this offering, we were not required to comply with the SEC rules that implement Section 404 of the SOX Act and were therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we are required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K. Both our independent auditors and we will be testing our internal controls pursuant to the requirements of Section 404 of the SOX Act and could, as part of that documentation and testing, identify areas for further attention or improvement. We are in the process of designing, implementing and testing the internal control over financial reporting required to comply with this obligation, which is time consuming, costly and complicated. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely

 

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manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations may be harmed.

The preparation of financial statements in conformity with United States Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, sales incentives, accounts receivable and allowance for doubtful accounts, stock-based compensation expense, excess and obsolete inventory write-downs, warranty reserves, long-lived assets and accounting for income taxes including deferred tax assets and liabilities.

Our results of operations may be adversely affected by changes in accounting principles applicable to us.

GAAP is subject to interpretation by the Financial Accounting Standards Board (FASB), the SEC, and other various bodies formed to promulgate and interpret appropriate accounting principles. Changes in accounting principles applicable to us, or varying interpretations of current accounting principles, in particular, with respect to revenue recognition, could have a significant effect on our reported results of operations. Further, any difficulties in the implementation of changes in accounting principles, including the ability to modify our accounting systems, could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include statements about:

 

   

our ability to maintain and expand our relationships with TV OEM partners;

 

   

our ability to receive and maintain “opt-in” consent from customers;

 

   

our ability to attract and maintain relationships with brands, agencies, content programmers, publishers and measurement and advertising platforms;

 

   

our ability to keep pace with technological advances in our industry and successfully compete in highly competitive markets;

 

   

our expectations regarding future financial and operating performance;

 

   

our ability to continue to increase the sales of our Audience and Data products;

 

   

our ability to adapt to changing market conditions and technological developments, including with respect to our platform’s compatibility with current and new forms of media;

 

   

the impact of the COVID-19 pandemic on our business, operations and results of operations;

 

   

our anticipated capital expenditures and our estimates regarding our capital requirements;

 

   

the size of our addressable markets, market share, category positions and market trends;

 

   

our ability to identify, recruit and retain skilled personnel, including key members of senior management;

 

   

our ability to promote our brand and maintain our reputation;

 

   

our ability to maintain, protect and enhance our intellectual property rights;

 

   

our ability to introduce new product offerings and enhance existing product offerings;

 

   

our ability to successfully defend litigation brought against us;

 

   

our ability to comply with existing, modified or new laws and regulations applying to our business, including with respect to data privacy and security laws;

 

   

our ability to implement, maintain and improve effective internal controls;

 

   

our ability to maintain the security and functionality of our information systems or to defend against or otherwise prevent a cybersecurity attack or breach and to prevent system failures; and

 

   

our planned use of the net proceeds from this offering.

 

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We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

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MARKET, INDUSTRY AND OTHER DATA

This prospectus contains estimates and information concerning our industry, including market size of the markets in which we participate, that are based on various third-party sources, industry publications and reports, as well as our own internal information. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and information. We have not independently verified the accuracy or completeness of the data contained in these third-party sources, industry publications and reports. The markets in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these sources, publications and reports.

The sources of certain statistical data, estimates and forecasts contained in this prospectus include the following independent industry publications or reports:

 

   

Innovid, The State of Smart TV Report 2020, January 2020.

 

   

eMarketer, US Pay TV Suffers Historic Cord-Cutting, September 21, 2020, https://www.emarketer.com/content/pay-tv-suffers-historic-cord-cutting. Accessed on August 18, 2021.

 

   

eMarketer, Programmatic Ad Spending, US, October 2020.

 

   

eMarketer, US Digital Ad Spending 2021, April 2021.

 

   

Interactive Advertising Bureau Video Ad Spend 2020 & Outlook for 2021, conducted by Advertiser Perceptions, Spring 2021.

 

   

Interactive Advertising Bureau, IAB State of Data 2021 Quantitative Analysis, March 9, 2021.

 

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $         million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional shares in full, we estimate that the net proceeds to us will be approximately $         million, after deducting estimated underwriting discounts and commissions and offering expenses payable by us.

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds to us from this offering by $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, the net proceeds to us from this offering by $         million, assuming that the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We do not expect that a change in the initial public offering price or the number of shares by these amounts would have a material effect on our use of the proceeds from this offering, although it may accelerate the time when we need to seek additional capital.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our Class A common stock, facilitate future access to the public equity markets by us, our employees and our stockholders, and increase our visibility in the marketplace. We intend to use the net proceeds to us from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. Additionally, we may use a portion of the net proceeds to acquire or invest in businesses, products, services or technologies. However, we do not have agreements or commitments for any material acquisitions or investments at this time.

Because we expect to use the net proceeds from this offering for working capital and other general corporate purposes, our management will have broad discretion over the use of the net proceeds from this offering. As of the date of this prospectus, we intend to invest the net proceeds that are not used as described above in capital-preservation investments, including short-term interest-bearing debt instruments or bank deposits.

 

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. Any future determination to pay dividends will be made at the discretion of our board of directors subject to applicable laws and will depend upon, among other factors, our operating results, financial condition, contractual restrictions and capital requirements. Our future ability to pay cash dividends on our capital stock may be limited by any future debt instruments or preferred securities.

 

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CAPITALIZATION

The following table summarizes our cash and cash equivalents, as well as our capitalization, as of September 30, 2021:

 

   

on an actual basis;

 

   

on a pro forma basis to give effect to (i) the automatic conversion of 14,638,661 shares of our redeemable convertible preferred stock that will automatically convert into 14,638,661 shares of Class A common stock immediately prior to the completion of this offering (the Capital Stock Conversion), as if such conversion had occurred on September 30, 2021, (ii) the filing of our amended and restated certificate of incorporation, which will occur immediately prior to the completion of this offering and effect the reclassification of all outstanding shares of our common stock into shares of Class A common stock (the Reclassification), (iii) the issuance of              shares of our Class A common stock, which is the estimated number of shares issuable upon the automatic net exercise of outstanding stock warrants, which will become exercisable for Class A common stock in connection with this offering, based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus (the Warrant Net Exercise), (iv) the issuance of              shares of our Class A common stock, which will be exercised for $         per share for aggregate proceeds to us of $         million, immediately prior to the closing of this offering (the Warrant Cash Exercise), and (v) the exchange of 12,615,972 the outstanding shares of Class A common stock beneficially owned by the Class B Holders as of September 30, 2021 that will be exchanged for an equivalent number of shares of our Class B common stock immediately prior to the competition of this offering pursuant to the terms of certain exchange agreements (the Class B Stock Exchange); and

 

   

on a pro forma as adjusted basis to reflect (i) the pro forma adjustments set forth above and (ii) the issuance and sale by us of              shares of Class A common stock in this offering at the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

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You should read this table together with our financial statements and the related notes included elsewhere in this prospectus and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

     As of September 30, 2021  
     Actual     Pro Forma      Pro Forma
As Adjusted(1)
 
     (in thousands, except share data)  

Cash and cash equivalents

   $ 16,145     $                        $                    
  

 

 

      

Debt and preferred stock warrant liability

     14,341       

Redeemable convertible preferred stock, par value $0.0001 per share, 15,243,001 authorized, 14,638,661 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted

     70,992       

Stockholders’ equity (deficit):

       

Preferred stock, par value 0.0001 per share, no shares authorized, issued or outstanding, actual; 200,000,00 shares authorized and no shares issued or outstanding, pro forma and pro forma as adjusted

           

Common stock, par value $0.0001 per share, 43,000,000 shares authorized, 17,629,565 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted

     3       

Class A common stock, $0.0001 par value per share, no shares authorized, issued and outstanding, actual; 1,500,000,000 shares authorized, no shares issued and outstanding, pro forma; 1,300,000,000 shares authorized, 11,600,135 shares issued and outstanding, pro forma as adjusted

           

Class B common stock, $0.0001 par value per share, no shares authorized, issued and outstanding, actual; 100,000,000 shares authorized, 12,615,972 shares issued and outstanding, pro forma and pro forma as adjusted

           

Additional paid-in capital

     19,295       

Accumulated deficit

     (61,929     
  

 

 

   

 

 

    

 

 

 

Total stockholders’ (deficit) equity

   $ (42,631   $        $    
  

 

 

   

 

 

    

 

 

 

Total capitalization

   $ 42,702     $        $    
  

 

 

   

 

 

    

 

 

 

 

(1)

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, each of our cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares offered by us would increase or decrease, as applicable, each of our cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $         million, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

The total number of shares of Class A common stock and Class B common stock that will be outstanding immediately after this offering is based on 19,652,254 shares of our Class A common stock and

12,615,972 shares of our Class B common stock outstanding as of September 30, 2021 (after giving effect to the Capital Stock Conversion, the Reclassification and the Class B Stock Exchange), and excludes:

 

   

5,449,631 shares of Class A common stock issuable upon the exercise of outstanding options as of September 30, 2021 with a weighted-average exercise price of $3.44389 per share;

 

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1,192,544 shares of Class A common stock reserved for future issuance under our 2020 Equity Incentive Plan (the 2020 Plan) as of September 30, 2021 which number of shares will be added to the shares of our Class A common stock to be reserved under our 2021 Equity Incentive Plan (the 2021 Plan), upon its effectiveness, at which time we will cease granting awards under our 2020 Plan;

 

   

277,750 shares of our Class A common stock subject to restricted stock units (RSUs) outstanding as of September 30, 2021;

 

   

             shares of Class A common stock reserved for future issuance under our 2021 Plan, which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part;

 

   

             shares of Class A common stock reserved for future issuance under our 2021 Employee Stock Purchase Plan (the ESPP), which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part; and

 

   

1,153,748 shares of our Class A common stock issuable upon exercise of outstanding warrants as of September 30, 2021, with a weighted-average exercise price of $2.54193 per share.

The 2021 Plan and the ESPP provide for annual automatic increases in the number of shares of our Class A common stock reserved thereunder, and the 2021 Plan also provides for increases to the number of shares of our Class A common stock that may be granted thereunder based on shares under the 2020 Plan that expire, are forfeited or are repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefits and Stock Plans.”

In addition, following the completion of this offering, we may issue up to 12,615,972 shares of Class B common stock in exchange for an equivalent number of shares of Class A common stock pursuant to the Equity Award Exchange Agreements.

 

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DILUTION

If you invest in our Class A common stock in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of our Class A common stock in this offering and the pro forma as adjusted net tangible book value per share of our common stock immediately after completion of this offering.

Net tangible book value (deficit) per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of our common stock outstanding. Our historical net tangible book value (deficit) as of September 30, 2021 was ($         million), or ($        ) per share. Our pro forma net tangible book value as of September 30, 2021 was $         million, or $         per share, based on the total number of shares of our Class A common stock and Class B common stock outstanding as of September 30, 2021, after giving effect to the Capital Stock Conversion, the Reclassification, the Warrant Net Exercise, the Warrant Cash Exercise and the Class B Stock Exchange.

After giving effect to the sale by us of              shares of our Class A common stock in this offering at the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2021, after giving effect to the Capital Stock Conversion, the Reclassification and the Class B Stock Exchange, would have been $         million, or $         per share. This represents an immediate increase in pro forma net tangible book value of $         per share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $         per share to investors purchasing shares of our Class A common stock in this offering at the assumed initial public offering price. The following table illustrates this dilution:

 

Assumed initial public offering price per share

    $                

Historical net tangible book value (deficit) per share as of September 30, 2021

  $                  
 

 

 

   

Pro forma increase in net tangible book value per share as of September 30, 2021

   

Pro forma net tangible book value per share as of September 30, 2021

   

Increase in pro forma net tangible book value per share attributable to investors purchasing shares of Class A common stock in this offering

   
 

 

 

   

Pro forma as adjusted net tangible book value per share immediately after this offering

   
   

 

 

 

Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering

    $                
   

 

 

 

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share by approximately $        , and would increase or decrease, as applicable, dilution per share to new investors purchasing shares of Class A common stock in this offering by $        , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by approximately $         per share and increase or decrease, as applicable, the dilution to new investors purchasing shares of Class A common stock in this offering by $         per share, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option in full to purchase              additional shares of Class A common stock in this offering, the pro forma as adjusted net tangible book value per share after the offering would be

 

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$         per share, the increase in the pro forma net tangible book value per share to existing stockholders would be $         per share and the pro forma as adjusted dilution to new investors purchasing Class A common stock in this offering would be $         per share.

The following table presents, on a pro forma as adjusted basis to give effect to this offering, as of September 30, 2021, the differences between the existing stockholders and the new investors purchasing shares of our Class A common stock in this offering with respect to the number of shares purchased from us, the total consideration paid or to be paid to us and the average price per share paid or to be paid to us at the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

 

     Shares Purchased     Total Consideration     Average
Price Per
Share
 
     Number      Percent     Amount      Percent  
                  (in thousands)        

Existing stockholders before this offering

                                    $                             $                

Investors participating in this offering

            
  

 

 

    

 

 

   

 

 

    

 

 

   

Total

                                      $                          
  

 

 

    

 

 

   

 

 

    

 

 

   

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the total consideration paid by new investors and the total consideration paid by all stockholders by approximately $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares offered by us would increase or decrease, as applicable, total consideration paid by new investors and total consideration paid by all stockholders, by approximately $         million, assuming that the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The table above assumes no exercise of the underwriters’ option to purchase              additional shares in this offering. If the underwriters’ option to purchase additional shares is exercised in full, the total number of shares of our common stock held by existing stockholders would be reduced to         % of the total number of shares of our common stock outstanding after this offering, and the total number of shares of common stock held by investors purchasing shares of Class A common stock in the offering would be increased to     % of the total number of shares outstanding after this offering.

The foregoing discussion and tables above (other than the historical net tangible book value calculation) are based on 19,652,254 shares of Class A common stock and 12,615,972 shares Class B common stock outstanding as of September 30, 2021 (after giving effect to the Capital Stock Conversion, the Reclassification and the Class B Stock Exchange), and excludes:

 

   

5,449,631 shares of Class A common stock issuable upon the exercise of outstanding options as of              with a weighted-average exercise price of $3.44389 per share;

 

   

1,192,544 shares of Class A common stock reserved for future issuance under our 2020 Plan, as of September 30, 2021 which number of shares will be added to the shares of our Class A common stock to be reserved under our 2021 Plan, upon its effectiveness, at which time we will cease granting awards under our 2020 Plan;

 

   

227,750 shares of our Class A common stock subject to RSUs outstanding as of September 30, 2021;

 

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             shares of Class A common stock reserved for future issuance under our 2021 Plan, which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part;

 

   

                 shares of Class A common stock reserved for future issuance under our ESPP, which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part; and

 

   

1,153,748 shares of our Class A common stock issuable upon exercise of outstanding warrants as of September 30, 2021, with a weighted-average exercise price of $2.54193 per share.

The 2021 Plan and the ESPP provides for annual automatic increases in the number of shares of our Class A common stock reserved thereunder, and the 2021 Plan also provides for increases to the number of shares of our Class A common stock that may be granted thereunder based on shares under the 2020 Plan that expire, are forfeited or are repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefits and Stock Plans.”

In addition, following the completion of this offering, we may issue up to 12,615,972 shares of Class B common stock in exchange for an equivalent number of shares of Class A common stock pursuant to the Equity Award Exchange Agreements.

To the extent that any outstanding options to purchase our common stock are exercised or new awards are granted under our equity compensation plans, or additional shares of our common stock are issued, there will be further dilution to investors participating in this offering.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and accompanying notes thereto included elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that involve numerous risks, assumptions and uncertainties that could cause our actual results to differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those described under the heading “Risk Factors” and “Special Note Regarding Forward-Looking Statements” included elsewhere in this prospectus.

Overview

We are transforming internet CTVs into a platform for our customers, which are comprised of brands, agencies, content programmers, publishers and measurement and advertising vendors, to build attentive, engaged audiences. Our AI-driven content identification software is embedded in CTVs sold by leading OEM brands across the globe. Through our software, we form direct relationships with millions of viewers, who provide us consent to collect their viewership data. Using the data we collect, as well as data we license, we provide customers with critical tools to optimize how they plan, buy and measure their advertising campaigns to reach their preferred consumers. We are active in six countries today, with ambitions to expand into the more than 100 countries where CTVs integrated with our technology are sold.

We formed our company in 2008 when the earliest CTVs were entering the market. We entered into our first OEM partnership for content identification in 2011, and the first CTVs with our software were available to consumers in 2013. By 2020, we grew our OEM partnerships to 11 manufacturers, representing more than 24 discrete brands. In 2020 we partnered with TiVo to complement our first-party CTV data with TiVo’s set-top box data, and in 2021 we partnered with 605 to further increase our addressable device footprint using their set-top box data.

The viewership data we collect from opted-in TVs allows us to generate insight into how TVs are being used—for both traditional linear TV and streaming video. We began demonstrating the utility of these insights to customers in 2012 and extended our capabilities in 2014 with measurement products that provided cross-screen attribution, including analyses of website conversion due to broadcast TV ad exposure and verified tune-in reporting measuring the effect of digital advertising in driving TV show viewership for entertainment clients. In 2015, we began our Audience business by allowing programmatic marketers to use our data in programmatic ad platforms. In 2018, we began our Data business, allowing marketers to integrate our data sets into their planning and measurement platforms.

Our products were initially focused on the U.S. market. In 2016, we engaged our first customers for the U.K. market, followed by Germany in 2018, Australia in 2020 and Italy and Canada in 2021. We have signed commitments to monetize the markets in France and Spain beginning in the fourth quarter of 2021.

We generate revenue through our two product categories: Audience, which comprised 85% of our 2020 revenue, and Data, which comprised 15% of our 2020 revenue.

Audience. We generate audience revenue by using our TV data and data science methodology to construct segments of the TV viewing audience that we sell to marketers for use in advertising campaigns targeting specific types of viewers and viewing behaviors. Our Audience segments leverage our extensive data to build collections of households that we believe share common viewing behaviors (e.g., people who have seen a specific movie trailer, sports fans or cord-cutters) as well as demographics

 

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(e.g., high-income households in the northeast United States). Our Audience products are offered on a fully-managed basis and on a programmatic basis.

 

   

For a managed offering, we are responsible for campaign fulfillment, which means that we purchase advertising inventory from publishers and work with third-party platforms such as demand-side platforms (DSPs), SSPs and data stores, to execute an advertising campaign. We incur fees for our use of these platforms. We also incur fees charged by publishers from whom we pre-purchase inventory, which we refer to as TAC. Because we act as principal for managed offerings, we recognize revenue on a gross basis, including platform fees and TAC, and in turn recognize the platform fees and TAC for such campaigns as a cost of revenue.

 

   

For programmatic offerings, we make our audience segments available in third-party media buying platforms. In these arrangements, we do not control the advertising inventory prior to activation. In arrangements where the advertising buyer is our direct customer, we recognize the revenue associated with the transaction net of TAC, and record platform fees as cost of revenue. In arrangements where the platform is our direct customer, we recognize revenue net of platform fees, and we are not responsible for TAC.

Platform fees and TAC associated with our managed offerings constitute a significant portion of our total cost of revenue. Accordingly, gross margin for our managed offerings is generally substantially lower than gross margin for our programmatic offerings, and periodic shifts in customer demand for our Audience segments to or from our managed offerings have direct and significant effects on our reported revenues and gross margin.

Data. We generate Data revenue by licensing data or by providing measurement and analytics services to brands, agencies, content programmers, publishers and measurement and advertising platforms. For research reports, we generally recognize revenue at a point in time when the report is delivered to the customer. For data feed or access to a dashboard, revenue is recognized on a ratable basis, by day, as the customer is provided the data feed or granted access to the dashboard over the contractual term.

We enter into agreements with TV manufacturers to embed our software in their CTVs. These OEM agreements typically include integration fees, activation bonuses (payable by us when consumers opt-in to our services), and revenue share payments. Profit share payments are calculated as a portion of our profit attributable to each OEM’s contribution to our data footprint. Where we license data from third-parties, we remit to them payment based on either a pre-negotiated flat fee for the term of the agreement, or based on a profit share where they receive a portion of our revenue attributable to their contribution to our data footprint.

In 2019, we restructured our operations to better align with our Audience and Data products, reduce redundancies from companies we acquired, and focus our international expansion plans on certain select territories. As part of this business strategy, we also reduced our labor force by approximately 23%. The expenses associated with the restructuring, which included one-time severance charges, continuation of health benefits, and outplacement services, were approximately $1.5 million, the majority of which were recognized in 2019. In 2020, we implemented cost savings measures in response to COVID-19, including salary reductions, travel and entertainment restrictions, and re-negotiation of existing real-estate leases. As we ramp up investment in growth initiatives, and as operating activities begin to return to pre-COVID-19 norms, the cost savings attained in 2019 and 2020 will not remain.

Our financial results include:

 

   

revenue of $82.8 million and $67.0 million for the nine months ended September 30, 2021 and 2020, respectively, representing an increase of 24%, and $106.8 million and $84.9 million for the years ended December 31, 2020 and 2019, respectively, representing an increase of 26%;

 

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gross profit of $33.7 million and $28.9 million for the nine months ended September 30, 2021 and 2020, respectively, representing an increase of 17%, and $46.4 million and $38.4 million for the years ended December 31, 2020 and 2019, respectively, representing an increase of 21%;

 

   

Contribution ex-TAC of $58.8 million and $45.7 million for the nine months ended September 30, 2021 and 2020, respectively, representing an increase of 29%, and $70.6 million and $62.5 million for the years ended December 31, 2020 and 2019, respectively, representing an increase of 13%, see the section titled “—Non-GAAP Financial Measures;”

 

   

net loss of $17.1 million and $12.7 million for the nine months ended September 30, 2021 and 2020, respectively, representing an increase of 34%, and $7.6 million and $27.9 million for the years ended December 31, 2020 and 2019, respectively, representing a decrease of 73%; and

 

   

adjusted earnings before interest, income taxes, depreciation and amortization (Adjusted EBITDA) of $(4.6) million and $(4.5) million for the nine months ended September 30, 2021 and 2020, respectively, representing an unfavorable change of 2%, and $2.3 million and $(24.0) million for the years ended December 31, 2020 and 2019, respectively, representing an improvement of 110%. See the section titled “—Non-GAAP Financial Measures.”

Factors Affecting Our Performance

We believe that the growth of our business and our future success are dependent upon many factors, including those described below. While each of these factors presents significant opportunities for us, these factors also pose important challenges that we must successfully address in order to sustain the growth of our business and improve our results of operations.

Growth of the Digital Advertising Market and Macroeconomics Factors

We expect to continue to benefit from the shift in advertising budgets from traditional linear TV to CTV and the increased adoption of programmatic advertising by marketers and their agencies, as well as the demand for advanced cross-platform measurement and analytics. Any material changes in the growth rate of digital advertising or the rate of adoption of programmatic advertising, including expansion of new programmatic channels, could affect our performance. Recent years have shown that advertising spend is closely tied to marketers’ financial performance and a downturn, either generally or in one or more of the industries in which our customers operate, could adversely impact the digital advertising market and our operating results.

Our Ability to Drive Consolidation and Expansion of Our Leadership Position

As an early mover in the development of the CTV advertising ecosystem, our future success will depend in large part on our ability to defend and expand our leadership position. To capitalize on the shift to CTV advertising and drive growth, we plan to invest heavily in landing additional advertising customers, expanding the usage of our platform by existing customers and advancing our product, data and technology offerings. Specifically, we plan to substantially increase our investment to:

 

   

Land New Accounts. Our ability to add new customers is substantially dependent on our ability to retain and attract productive sales personnel to deepen our penetration into our existing and new geographic markets. Generally, we align individual salespersons with specific customer accounts and verticals. We expect to use the proceeds of this offering to increase our sales force growth. Our ability to grow our customer base and revenue will depend in substantial part on our success in this initiative. For the years ended December 31, 2020 and 2019, we had 274 and 295 customers, respectively. We define a customer as a party with whom we have a billing relationship that generates at least $1,000 Contribution ex-TAC during the reporting period.

 

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Expand Footprint with Existing Customers. Our recent growth has been driven in part by retaining and expanding the usage of our Audience and Data products by our existing customers. We believe that our audience customers value the quality of our audience segments and our data customers value analytics and measurement capabilities enabled by our dataset, and that, as our customers experience the value our offerings contribute to their campaigns, they increase the number and size of campaigns they conduct through our platform. In the years ended December 31, 2020 and 2019 we were able to drive net dollar retention of 104% and 98%, respectively, from our customers.

 

   

Drive Innovation. We believe that marketers will increasingly focus their advertising budgets on CTV and that we are well-positioned to capture an increased amount of that budget over time. As a result, we plan to invest substantially in research and development to expand and deepen our data collection, add functionality to our Audience and Data products, launch operations in new geographic and vertical markets and add additional support staff and infrastructure in current and new markets. One example is our Audience Discovery dashboard which enables marketers to explore and define their desired target audiences for activation on CTV and other digital devices. To accelerate our technology development, we have in the past acquired other companies and technologies, and we intend to continue to evaluate such opportunities in the future. The success of our efforts to drive innovation will depend in part on our ability to anticipate customer requirements, regulatory developments and the ability of competitors to offer alternative solutions.

As a result of these investments, we plan to continue to incur losses for the foreseeable future for so long as we anticipate attractive returns on our investments in growth. If the CTV advertising ecosystem fails to develop as we anticipate, or if other market entrants are more successful in capitalizing on this opportunity, we may not achieve these anticipated returns, which would in turn adversely affect our financial condition and future operating results.

Seasonality

In the advertising industry, companies commonly experience seasonal fluctuations in revenue. For example, many marketers allocate the largest portion of their budgets to the fourth quarter of the calendar year in order to coincide with increased holiday consumer spending. In addition, marketers often increase their advertising spend in conjunction with significant consumer viewing events, such as the Super Bowl and the Olympics, and election cycles. These seasonal and event-driven trends in the advertising industry have historically translated into our highest level of customer activity. However, these historical trends may not be predictive of future results given factors such as the potential for changes in advertising buying patterns, consumer activity due to the COVID-19 pandemic and the overall growth of our business. We expect our revenue to continue to fluctuate based on seasonal and event-driven factors that affect the advertising industry as a whole.

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with GAAP, we believe Contribution ex-TAC and Adjusted EBITDA, which are non-GAAP measures, are useful in evaluating our operating performance. We use Contribution ex-TAC for internal planning and forecasting purposes. Adjusted EBITDA is a key profitability measure used by our management and board to understand and evaluate our operating performance and trends, develop short-and long-term operational plans and make strategic decisions regarding the allocation of capital. We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations, or outlook. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as a tool for

 

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comparison. Reconciliations of Contribution ex-TAC to gross profit and Adjusted EBITDA to net loss, the most directly comparable financial measures reported in accordance with GAAP, are provided below. Investors are encouraged to review the reconciliation and not to rely on any single financial measure to evaluate our business.

Contribution ex-TAC

Contribution ex-TAC is a non-GAAP financial measure. Gross profit is the most comparable GAAP measurement. In calculating Contribution ex-TAC, we add other platform costs to gross profit.

The following table presents the reconciliation of Contribution ex-TAC from the most comparable GAAP measure, gross profit, for the nine months ended September 30, 2021 and 2020 and for the years ended December 31, 2020 and 2019:

 

     Nine Months Ended
September 30,
     Year Ended December 31,  
           2021                  2020                  2020                  2019        
     (in thousands)  

Gross profit

     $33,730        $28,934      $ 46,430      $ 38,405  

Add: Other platform costs

     25,081        16,738        24,159        24,096  
  

 

 

    

 

 

    

 

 

    

 

 

 

Contribution ex-TAC

     $58,811        $45,672      $ 70,589      $ 62,501  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

Adjusted EBITDA is a key performance measure that management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes.

We calculate Adjusted EBITDA as net loss adjusted to exclude (i) interest expense, net, (ii) depreciation and amortization, (iii) income tax expense (benefit), (iv) stock-based compensation, (v) change in fair value of derivative liability, (vi) change in fair value of warrant liability and (vii) loss on early debt extinguishment.

The following table presents a reconciliation of Adjusted EBITDA from the most comparable U.S. GAAP measure, net loss, for the nine months ended September 30, 2021 and 2020 and for the years ended December 31, 2020 and 2019:

 

     Nine Months Ended
September 30,
     Year Ended
December 31,
 
         2021             2020              2020              2019      
     (in thousands)  

Net loss

     $(17,053     $(12,728    $ (7,561    $ (27,888

Interest expense, net

     875       1,907        2,675        435  

Depreciation and amortization(1)

     3,204       2,310        3,378        2,226  

Income tax expense (benefit)

     158       119        32        (248

Stock-based compensation

     1,965       1,629        2,224        1,355  

Change in fair value of derivative liability

     167       (852)        (2,422       

Change in fair value of warrant liability

     6,596       1,363        2,233        103  

Loss on early debt extinguishment

     (498     1,776        1,776         
  

 

 

   

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

     $(4,586     $(4,476    $ 2,335      $ (24,017
  

 

 

   

 

 

    

 

 

    

 

 

 

 

  (1)

Consists of depreciation of fixed assets and amortization expense related to intangible assets and distribution rights asset.

 

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Impact of COVID-19

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus, COVID-19, as a pandemic, which continues to spread throughout the United States and the world. Many U.S. states declared a health emergency and issued orders to close all nonessential businesses. Governments have instituted lockdowns or other similar measures to slow infection rates. In accordance with the various shelter-in-place and other social distancing orders and recommendations of applicable government agencies, substantially all of our employees have transitioned to work-from-home operations. Our customers and business partners are also subject to various and changing shelter-in-place and other social distancing orders and recommendations, which have changed the way we interact with our customers and business partners. In addition, we instituted temporary salary reductions beginning in April 2020 in response to the anticipated impacts of the COVID-19 pandemic on the business. In July 2020, normal salaries were reinstated for most employees, while certain executives and senior management opted to extend their salary reductions through the end of 2020 in exchange for stock option grants. While consumers spent more time at home, which resulted in overall viewing increases, advertising spend decreased as marketers were more selective with advertising spend due to overall economic activity.

The severity and duration of the COVID-19 pandemic is uncertain, as such uncertainty will likely continue in the near term and we will continue to actively monitor the situation considering the impact to our employees, customers and partners.

Components of Results of Operations

Revenues

We generate Audience revenue by licensing our audience segments to marketers for use in targeted advertising campaigns. Audience products are typically billed on a cost per thousand (CPM) advertising impressions served using our audience segments. In transactions where we are responsible for the advertising campaign fulfillment, we act as the principal and recognize revenue on a gross basis. In transactions where we are enabling our customers to use our audience segments to sell their advertising inventory themselves, and we do not control the services prior to campaign activation, we act as an agent between the publisher and the customer and report revenue on a net basis. Historically, audience revenue has accounted for the majority of our revenue.

We generate Data revenue by licensing data and dashboards, and providing measurement and analytics services to our customers. Data solutions are typically billed as subscriptions with quarterly payments and at least one year of commitment.

Cost of Revenue

Cost of revenue consists of TAC, platform fees, data licensing and infrastructure costs associated with creating our fingerprint data base, payments to our TV OEM partners, infrastructure overhead and amortization of software development costs. In addition, cost of revenue includes allocated depreciation and amortization, facilities, advertising operations, salaries, bonuses and stock-based compensation.

Operating and Other Expenses

Research and Development

Research and development expenses consist primarily of personnel-related costs, including employee salaries, benefits and stock-based compensation for our engineers, data scientists and other employees engaged in the development of our product offerings. In addition, research and development expenses include allocated facilities and overhead costs. We expect our research and development expenses to increase as we continue to invest to enhance our product offerings and expand into new markets.

 

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Sales and Marketing

Sales and marketing expenses consist primarily of personnel-related costs, including salaries, benefits, commissions, and stock-based compensation expense for our employees engaged in sales and sales support, business development, and customer support functions. Sales and marketing expenses also include costs for industry events, tradeshows, paid media, professional services, travel and entertainment and allocated overhead expenses. We expect our sales and marketing expenses to increase as we continue to grow our sales and marketing team, engage in additional marketing activities and expand our product offerings.

General and Administrative

General and administrative expenses consist primarily of personnel-related costs, including salaries, benefits and stock-based compensation for our executive, finance, legal, information technology, human resources and other administrative personnel. Additionally, general and administrative expenses include accounting and legal professional services fees, insurance, bad debt expense and allocated overhead. We expect to continue to increase our investment in corporate infrastructure to support our growth and to incur additional expenses associated with our operation as a public company, including increased legal and accounting costs, investor relations costs, higher insurance premiums and compliance costs associated with developing the necessary infrastructure required for internal controls over financial reporting.

Income Tax Expense (Benefit)

Our income tax expense (benefit) consists primarily of income taxes in certain foreign jurisdictions where we conduct business and state minimum taxes in the United States. Because we have not historically been a taxpayer and expect to incur taxable losses for the foreseeable future, we maintain a valuation allowance for deferred tax assets, including net operating loss carryforwards and tax credits related primarily to research and development.

 

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Results of Operations

Nine months ended September 30, 2021 vs. Nine months ended September 30, 2020

The following table sets forth our results of operations for the periods presented:

 

     Nine Months Ended
September 30,
     Change  
     2021      2020      $      %  
     (in thousands)         

Revenue

   $ 82,825      $ 67,015      $ 15,810        24%  

Cost of revenue

     49,095        38,081        11,104        29%  
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross profit

     33,730        28,934        4,796        17%  

Operating expenses:

           

Research and development

     8,452        9,855        (1,403      (14%

Sales and marketing

     17,411        15,444        1,967        13%  

General and administrative

     17,842        11,846        5,996        51%  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating expenses

     43,705        37,145        6,560        18%  
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating loss

     (9,975      (8,211      (1,764      21%  

Other expense, net

           

Interest expense, net

     875        1,907        (1,032      (54%

(Gain) loss on extinguishment of debt

     (498      1,776        (2,274      (128%

Loss (gain) on derivative liability

     167        (852      1,019        (120%

Loss on change in fair value of warrant liability

     6,596        1,363        5,233        NM  

Other (income) expense, net

     (220      204        (424      NM  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total other expense, net

     6,920        4,398        2,522        57%  
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss before income taxes

     (16,895      (12,609      (4,286      34%  

Income tax expense (benefit)

     158        119        39        33%  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

   $ (17,053    $ (12,728    $ (4,325      34%  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

NM – Not meaningful

 

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The following table sets forth our results of operations as a percentage of revenue:

 

     Nine Months
Ended
September 30,
 
     2021      2020  

Revenue

     100%        100%  

Cost of revenue

     59%        57%  
  

 

 

    

 

 

 

Gross profit

     41%        43%  

Operating expenses:

     

Research and development

     10%        15%  

Sales and marketing

     21%        23%  

General and administrative

     22%        17%  
  

 

 

    

 

 

 

Total operating expenses

     53%        55%  
  

 

 

    

 

 

 

Operating loss

     (12%      (12%

Other expense, net

     

Interest expense, net

     1%        3%  

(Gain) loss on extinguishment of debt

     (1%      3%  

Loss (gain) on derivative liability

     —%        (1%

Loss on change in fair value of warrant liability

     8%        2%  

Other (income) expense, net

     —%        —%  
  

 

 

    

 

 

 

Total other expense, net

     8%        7%  
  

 

 

    

 

 

 

Loss before income taxes

     (20%      (19%

Income tax expense (benefit)

     —%        —%  
  

 

 

    

 

 

 

Net loss

     (20%      (19%
  

 

 

    

 

 

 

Revenue

Revenue increased 24% to $82.8 million for the nine months ended September 30, 2021 from $67.0 million for the nine months ended September 30, 2020 due to an increase in Audience revenue of $9.8 million, or 18%, and an increase in Data revenue of $6.0 million, or 50%. The increase in audience revenue was comprised of an increase of $4.3 million for our managed services solution and $5.5 million for our programmatic offerings. Growth in Data revenue was mainly attributable to new data licensing revenues from existing customers.

Cost of Revenue and Gross Margin

Cost of revenue increased to $49.1 million for the nine months ended September 30, 2021, or 29%, from $38.1 million for the nine months ended September 30, 2020, and gross margin decreased from 43% to 41%. The principal drivers of the increase in cost of revenue was a $2.7 million increase in TAC related to the corresponding growth in our managed services offering, a $2.1 million increase in platform fees related to the corresponding growth in our programmatic offerings, and a $2.2 million increase in payments to OEMs. Cost of revenue also increased by $1.8 million in related personnel costs, as we increased our capacity to support our customers and by $1.4 million in third-party license fees, as we augmented our first-party data and improved our identity resolution capabilities.

The decrease in gross margin was primarily due to an increase in the relative portion of our revenues from our audience business for which we incur TAC and platform fees, as compared to our revenues from our data business.

 

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Operating Expenses

Research and Development

Research and development expenses decreased by $1.4 million, or 14%, to $8.5 million for the nine months ended September 30, 2021 compared to $9.9 million for the nine months ended September 30, 2020. The decrease was primarily due to lower personnel-related costs, as hiring was slower than anticipated.

Sales and Marketing

Sales and marketing expenses increased $2.0 million, or 13%, to $17.4 million for the nine months ended September 30, 2021 from $15.4 million for the nine months ended September 30, 2020. The increase was primarily due to higher personnel-related costs, as we increased our hiring of sales and marketing personnel.

General and Administrative

General and administrative expenses increased $6.0 million, or 51%, to $17.8 million for the nine months ended September 30, 2021 from $11.8 million for the nine months ended September 30, 2020. The increase was primarily attributable to higher professional services in support of the planned IPO, including audit, accounting and consulting services. Additionally, beginning January 1, 2021, the Company restored certain executive salaries that had been reduced from April through December 2020 in response to COVID-19 pandemic.

Other Expense, Net

Other expense, net increased to $6.9 million for the nine months ended September 30, 2021 from $4.4 million for the nine months ended September 30, 2020. The increase was primarily attributable to combined increases of $6.3 million related to the valuation of our warrants and fair value of the embedded derivative related to certain conversion and redemption features of the promissory convertible notes issued in 2020 (the 2020 Convertible Notes). These increases were partially offset by a gain of $5.6 million from the forgiveness of the Paycheck Protection Program loan (the PPP Loan), a loss of $3.9 million on the conversion of the 2020 Convertible Notes, and a loss of $1.3 million on the early extinguishment of the debt related to the Axwave Replacement Note. In addition, the Company experienced a loss on the conversion of its 2019 Convertible Notes of $1.8 million during the nine months ended September 30, 2020.

Income Tax Expense (Benefit)

Income tax expense (benefit) is comprised of foreign income taxes and state minimum income taxes in the United States. Income tax expense was essentially unchanged during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.

 

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Results of Operations

Year ended December 31, 2020 vs. Year ended December 31, 2019

The following table sets forth our results of operations for the periods presented:

 

     Year Ended December 31,      Change  
           2020                  2019            $      %  
     (in thousands)      (in thousands)         

Revenue

   $ 106,831      $ 84,917      $ 21,914        26%  

Cost of revenue

     60,401        46,512        13,889        30%  
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross profit

     46,430        38,405        8,025        21%  

Operating expenses:

           

Research and development

     13,523        22,974        (9,451      (41%

Sales and marketing

     20,221        24,594        (4,373      (18%

General and administrative

     15,705        18,402        (2,697      (15%
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating expenses

     49,449        65,970        (16,521      (25%
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating loss

     (3,019      (27,565      24,546        (89%

Other expense, net

           

Interest expense, net

     2,675        435        2,240        NM  

Loss on extinguishment of debt

     1,776               1,776        100%  

Gain on derivative liability

     (2,422             (2,422      (100%

Loss on change in fair value of warrant liability

     2,233        103        2,130        NM  

Other expense, net

     248        33        215        NM  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total other expense, net

     4,510        571        3,939        NM  
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss before income taxes

     (7,529      (28,136      20,607        (73%

Income tax expense (benefit)

     32        (248      280        (113%
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

   $ (7,561    $ (27,888    $ 20,327        (73%
  

 

 

    

 

 

    

 

 

    

 

 

 

 

NM – Not meaningful

 

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The following table sets forth our results of operations as a percentage of revenue:

 

     Year Ended December 31,  
     2020     2019  

Revenue

     100     100

Cost of revenue

     57     55
  

 

 

   

 

 

 

Gross profit

     43     45

Operating expenses:

    

Research and development

     13     27

Sales and marketing

     19     29

General and administrative

     15     22
  

 

 

   

 

 

 

Total operating expenses

     46     78
  

 

 

   

 

 

 

Operating loss

     (3 %)      (32 %) 

Other expense, net

    

Interest expense, net

     3     1

Loss on extinguishment of debt

     2    

Gain on derivative liability

     (2 %)     

Loss on change in fair value of warrant liability

     2    

Other expense (income), net

        
  

 

 

   

 

 

 

Total other expense, net

     4     1
  

 

 

   

 

 

 

Loss before income taxes

     (7 %)      (33 %) 

Income tax expense (benefit)

        
  

 

 

   

 

 

 

Net loss

     (7 %)      (33 %) 
  

 

 

   

 

 

 

Revenue

Revenue increased 26% to $106.8 million in 2020 from $84.9 million in 2019. Audience revenue increased $18.6 million from $71.9 in 2019 to $90.6 million in 2020. Data revenue increased $3.3 million from $12.9 million in 2019 to $16.3 million in 2020. Growth in ad impressions processed on our platform resulted in higher advertising revenue related primarily to our managed services on CTV platforms during 2020 with new customers accounting for substantially all of the increase in advertising revenue. Revenue associated with political advertising related to the 2020 United States election cycle contributed approximately 10% of revenue in 2020, compared to approximately 0.2% of revenue in 2019.

Cost of Revenue and Gross Margin

Cost of revenue increased to $60.4 million in 2020, or 30%, from $46.5 million in 2019 and gross margin decreased from 45% to 43%. The principal driver of the increase in cost of revenue and decline in gross margin was a shift in our revenue mix toward managed services, which have a lower gross margin.

Operating Expenses

Research and Development

Research and development expenses decreased by $9.5 million, or 41%, to $13.5 million in 2020 compared to $23.0 million in 2019. The decrease was primarily attributable to the lower personnel-related costs of $8.9 million as a result of reduced headcount of development engineers due to our restructuring in November 2019 coupled with cost reductions of $1.0 million that took effect in March 2020 due to the COVID-19 pandemic. This decrease was partially offset by a $0.4 million increase in the depreciation of research and development equipment related to higher previous capital spend.

 

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Sales and Marketing

Sales and marketing expenses decreased $4.4 million, or 18%, to $20.2 million in 2020 from $24.6 million in 2019. The decrease was primarily due to lower personnel-related costs of $1.4 million as a result of decreased headcount from restructuring activities in November 2019 coupled with cost reductions of $1.6 million that took effect in March 2020 due to the COVID-19 pandemic. In addition, marketing, advertising and related travel spend decreased by $1.0 million due to cost reduction initiatives and the impacts of pandemic-related restrictions.

General and Administrative

General and administrative expenses decreased $2.7 million, or 15%, to $15.7 million in 2020 from $18.4 million in 2019. The decrease was primarily attributable to restructuring activities totaling $0.1 million in November 2019 and cost reduction initiatives of $1.5 million in response to the COVID-19 pandemic. The remaining decrease in general and administrative expenses was attributable to lower spend for legal, recruiting services and consulting fees and other general operating costs.

Other Expense, Net

Other expense, net increased to $4.5 million in 2020 from $0.6 million in 2019. The increase was primarily attributable to a $2.2 million increase in interest expense and a $1.8 million increase from the loss on early extinguishment of debt due to the refinancing of earlier obligations and resulting higher debt outstanding in 2020, and a $2.1 million increase in the valuation of our warrants. These increases were partially offset by a $2.4 million decrease in fair value of the embedded derivative related to certain conversion and redemption features of the 2020 Notes.

Income Tax Expense (Benefit)

Income tax expense was essentially unchanged in 2020 compared to 2019.

Quarterly Results of Operations

The following tables set forth our unaudited quarterly consolidated statements of operations data for each of the seven quarters in the period ended September 30, 2021 on an absolute basis and as a percentage of revenues. The information for each of these quarters has been prepared on a basis consistent with our audited annual consolidated financial statements appearing elsewhere in this prospectus and, in our opinion includes all adjustments, consisting only of normal recurring adjustments necessary for the fair statement of the financial information contained in those statements. The following unaudited consolidated quarterly financial data should be read in conjunction with our annual consolidated financial statements and the related notes included elsewhere in this prospectus. These quarterly results are not necessarily indicative of our operating results for a full year or any future period.

 

    Three Months Ended  
    September 30,
2021
    June 30,
2021
    March 31,
2021
    December 31,
2020
    September 30,
2020
    June 30,
2020
    March 31,
2020
 
    (in thousands)  

Revenue

  $ 30,887     $ 27,527     $ 24,411     $ 39,816     $ 26,597     $ 16,662     $ 23,756  

Cost of revenue

    18,838       16,157       14,100       22,320       16,137       8,852       13,092  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    12,049       11,370       10,311       17,496       10,460       7,810       10,664  

Operating expenses:

             

Research and development

    2,832       2,695       2,925       3,668       2,736       3,305       3,814  

 

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    Three Months Ended  
    September 30,
2021
    June 30,
2021
    March 31,
2021
    December 31,
2020
    September 30,
2020
    June 30,
2020
    March 31,
2020
 

Sales and marketing

    7,039       5,078       5,294       4,777       5,287       4,718       5,439  

General and administrative

    7,710       6,012       4,120       3,859       3,631       3,821       4,394  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    17,581       13,785       12,339       12,304       11,654       11,844       13,647  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

    (5,532     (2,415     (2,028     5,192       (1,194     (4,034     (2,983

Other expense, net

             

Interest expense, net

    79       74       722       768       779       659       469  

Gain (loss) on extinguishment of debt

    —         (5,638     5,140       —         —         1,776       —    

Gain (loss) on derivative liability

    1       —         166       (1,570     (708     (166     22  

Loss on change in fair value of warrant liability

    3,902       100       2,594       870       881       466       16  

Other expense (income), net

    (114     (71     (35     44       19       61       124  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense (income), net

    3,868       (5,535     8,587       112       971       2,796       631  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gain (loss) before income taxes

    (9,400     3,120       (10,615     5,080       (2,165     (6,830     (3,614

Income tax expense (benefit)

    99       29       30       (87     42       42       35  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

  $ (9,499   $ 3,091     $ (10,645   $ 5,167     $ (2,207   $ (6,872   $ (3,649
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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The following table sets forth our results of operations as a percentage of revenue:

 

    Three Months Ended  
    September 30,
2021
    June 30,
2021
    March 31,
2021
    December 31,
2020
    September 30,
2020
    June 30,
2020
    March 31,
2020
 

Revenue

    100     100     100     100     100     100     100

Cost of revenue

    61     59     58     56     61     53     55
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    39     41     42     44     39     47     45

Operating expenses:

             

Research and development

    9     10     12     9     10     20     16

Sales and marketing

    23     18     22     12     20     28     23

General and administrative

    25     22     17     10     13     23     18
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    57     50     51     31     43     71     57
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

    (18 %)      (9 %)      (9 %)      13     (4 %)      (24 %)      (12 %) 

Other expense, net

             

Interest expense, net

            3     2     3     4     2

Gain (loss) on extinguishment of debt

        (20 %)      21             11    

Gain (loss) on derivative liability

            1     (4 %)      (3 %)      (1 %)     

Loss on change in fair value of warrant liability

    13         10     2     4     3    

Other expense (income), net

                            1
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense (income), net

    13     (20 %)      35         4     17     3
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gain (loss) before income taxes

    (31 %)      11     (44 %)      13     (8 %)      (41 %)      (15 %) 

Income tax expense (benefit)

                           
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

    (31 %)      11     (44 %)      13     (8 %)      (41 %)      (15 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Quarterly Changes in Revenue

Over the periods presented, revenue increased on a year-over-year basis due to growth in the number of agencies and marketers utilizing our Audience platform as well as an increase in the number of marketers and publishers subscribing to our data and measurement products, which we believe reflects the trend of marketers allocating a greater percentage of their existing advertising budgets to programmatic channels and CTV. Revenue for the three months ended June 30, 2020 was negatively impacted by the COVID-19 pandemic as some of our clients canceled orders or reduced spend on our platform. In addition, our revenue growth trends have been subject to the seasonal factors described in “—Factors Affecting Our Performance-Seasonality.” The revenue increase for the three months ended December 31, 2020 was partially driven by an increase in political advertising related to the 2020 United States election cycle.

Quarterly Changes in Cost of Revenue

Cost of revenue generally changed consistent with the increase in revenue in each of the quarters presented. In general, traffic acquisition costs changed in proportion to changes in revenue associated with our managed services solution, and payments to OEMs changed in proportion to changes in our first-party data footprint and overall revenue. Cost of revenue was generally lower in the first two quarters of 2020 compared to subsequent quarters due to lower personnel costs associated with the Covid-19 pandemic.

 

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Quarterly Changes in Operating Expenses

Setting aside what we view as transitory reductions in operating expenses over the final three quarters of 2020 due to the COVID-19 pandemic, operating expenses increased overall in the quarters presented primarily due to increases in headcount and other related expenses to support our growth. Sales and marketing expenses increased as we expanded our sales teams to attract new customers and expand relationships with existing customers. We intend to continue to make significant investments in our sales and marketing organization. Additionally, as restrictions due the COVID-19 pandemic have been reduced, general operating expenses including travel related costs have risen. We also intend to invest in technology and development efforts to add new features and enhance the functionality of our existing platform.

During the nine months ended September 30, 2021, there were increased accounting, legal and professional fees and other costs associated with our preparations to be a public company.

Liquidity and Capital Resources

As of September 31, 2021 and 2020, we held $16.1 million and $10.2 million, respectively, of cash and cash equivalents and $18.3 million and $3.6 million, respectively, of working capital. As of December 31, 2020 and 2019, we held $10.2 million and $10.9 million, respectively, of cash and cash equivalents and $11.7 million and $1.0 million, respectively, of working capital. Working capital is calculated as our total current assets less our total current liabilities.

Our primary sources of liquidity are our cash and cash equivalents on hand, proceeds from sales of debt and equity securities, and utilization of our revolving line of credit. We expect operating cash flows to become a primary source of liquidity in the future. Our primary requirements for liquidity and capital are working capital, capital expenditures, software development, principal and interest payments on our outstanding debt and other general corporate needs. Our current capital deployment strategy is to utilize excess cash on hand to support our growth initiatives into select markets and enhance our technology platforms. As our business and workforce continue to expand, we expect ongoing increases in infrastructure to support a larger data footprint, purchases of computer systems and other investments in property and equipment. Additionally, we may pursue strategic acquisitions that could materially impact our liquidity and capital resources.

As of September 30, 2021 and December 31, 2020, we were not party to any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources. In addition, we had no known material cash requirements as of September 30, 2021 and December 31, 2020 relating to capital expenditures, commitments, or human capital. The cash requirements for 2021 relate to payments on our debt outstanding and obligations under our lease agreements. For information regarding our expected cash requirement related to debt and leases, see Note 10—Debt and Note 11—Commitments and Contingencies, respectively, to the consolidated financial statements.

We anticipate a significant increase in accounting, legal and professional fees and other costs associated with being a public company. We believe that our existing cash resources, together with proceeds from this offering, will be sufficient to finance our continued operations, growth strategy, planned capital expenditures and the additional expenses we expect to incur as a public company for at least the next twelve months. In order to support and achieve our future growth plans, we may seek to obtain additional funding through equity or debt financing. If we raise additional funds through the issuance of equity securities, our stockholders will experience dilution. Debt financing, as available, may contain covenants that significantly restrict our operations or our ability to obtain additional debt financing in the future. Any additional financing that we raise may contain terms that are not favorable to our stockholders. We cannot provide assurances that we would be able to obtain additional financing on terms favorable to us or our stockholders, or at all.

 

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Cash Flows

Nine months ended September 30, 2021 vs. Nine months ended September 30, 2020

The following table summarized our cash flows for the periods presented:

 

     Nine Months Ended September 30,        
           2021                 2020           Change  
     (in thousands)        

Cash flows used in operating activities

   $ (8,716   $ (5,868   $ (2,848

Cash flows used in investing activities

     (2,261     (2,431     170  

Cash flows provided by financing activities

     16,936       9,296       7,640  
  

 

 

   

 

 

   

 

 

 

Increase in cash and cash equivalents

   $ 5,959     $ 997     $ 4,962  
  

 

 

   

 

 

   

 

 

 

Operating Activities

Our cash flows from operating activities are primarily influenced by growth in our operations, increases or decreases in collections from our customers and payments to our suppliers of advertising media and data. Cash flows from operating activities are affected by changes in our working capital, particularly changes in accounts receivable, accounts payable and accrued liabilities. The timing of cash receipts from customers and payments to suppliers can significantly impact our cash flows from operating activities. We typically pay suppliers in advance of collections from our customers. In addition, we expect the seasonal nature of our business to impact cash flows from operating activities on a quarterly basis particularly in the fourth quarter where there is higher advertising volume. Our ability to manage our cash flows from operating activities, particularly our working capital, is important to our growth, capacity to invest in the business, and operational stability.

Cash used in operating activities was $8.7 million for the nine months ended September 30, 2021 compared to $5.9 million for the nine months ended September 30, 2020. The increase in operating cash spend was primarily related to higher net loss of $4.3 million, offset by adjusted for noncash adjustments of approximately $4.9 million and offset by changes in working capital. Working capital changed due to an increase by $4.5 million in accounts payable and accrued liabilities in nine months ended in September 30, 2021 compared to same period in 2020, which was primarily due to the timing of payments to and invoicing from vendors for normal operating expenditures, specifically higher outstanding costs of revenue and professional services fees in 2020. Accounts receivable increased $5.2 million in nine months ended September 30, 2021 compared to same period in 2020 primarily due to higher revenue and the timing of customer receipts. Prepaid expenses and other current assets increased $1.2 million in nine months ended in September 30, 2021 compared to same period in 2020 mainly due to higher prepaid expenses and other noncurrent assets.

Investing Activities

Cash used in investing activities decreased to $2.3 million for the nine months ended September 30, 2021 compared to $2.4 million for the nine months ended September 30, 2020 primarily due to lower cash outlays for capital expenditure of $0.9 million, mostly offset by higher capitalized internal use software costs of $0.3 million. Also offsetting the decrease was higher collections on a note receivable in the first nine months of 2020 compared to the same period in 2021.

Financing Activities

Cash flows provided by financing activities were $16.9 million for the nine months ended September 30, 2021 compared to $9.3 million for the nine months ended September 30, 2020. The increase was primarily due to proceeds from the issuance of Class C preferred stock and from the exercises of stock options of $21.8 million, partially offset by payments on our revolving line of credit and convertible debt of $4.5 million during the first nine months of 2021.

 

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Year ended December 31, 2020 vs. Year ended December 31, 2019

The following table summarized our cash flows for the periods presented:

 

     Year Ended December 31,        
           2020                 2019           Change  
     (in thousands)        

Cash flows used in operating activities

   $ (9,252   $ (12,951   $ 3,699  

Cash flows used in investing activities

     (2,734     (719     (2,015

Cash flows provided by financing activities

     10,910       13,811       (2,901
  

 

 

   

 

 

   

 

 

 

(Decrease) increase in cash

   $ (1,076   $ 141     $ (1,217
  

 

 

   

 

 

   

 

 

 

Operating Activities

Cash used in operating activities was $9.3 million in 2020 compared to $13.0 million in 2019. The decrease in operating cash spend was primarily related to lower net loss, adjusted for noncash adjustments, of approximately $25.4 million, partially offset by changes in working capital. Accounts payable and accrued liabilities decreased by $18.1 million in 2020 compared to 2019 primarily due to the timing of payments to and invoicing from vendors for normal operating expenditures, specifically higher outstanding traffic acquisition costs, OEM fees, and professional services fees in 2019. Accounts receivable increased $4.1 million in 2020 compared to 2019 primarily due to higher revenue and the timing of customer receipts. Prepaid expenses and other current assets increased $0.7 million in 2020 compared to 2019 mainly due to higher unbilled revenue on customer contracts and the timing of allowed invoicing under those contracts.

Investing Activities

Cash used in investing activities increased to $2.7 million in 2020 compared to $0.7 million in 2019 primarily due to higher capitalized internal use software costs and other capital expenditures, partially offset by the collection of a note receivable.

Financing Activities

Cash flows provided by financing activities were $10.9 million in 2020 compared to $13.8 million in 2019. This decrease was primarily due to proceeds from amounts drawn on our revolving line of credit and from issuances of our Class B preferred stock in 2019, which did not reoccur in 2020, partially offset by proceeds from the issuance of the 2020 Notes and proceeds from the PPP Loan in 2020, as well as lower payments on our revolving line of credit in 2020 versus 2019.

Debt Obligations

Recent debt financing arrangements are as follows:

Pacific Western Line of Credit and Term Loan

In January 2019, we entered into a loan and security agreement with Pacific Western Bank (the Loan and Security Agreement). The Loan and Security Agreement provided for a $10.0 million revolving line of credit with a term loan of up to $5.0 million. The revolving line of credit was available through January 1, 2020, and the term loan expired unused at the same time. There were no outstanding balances under the revolving line of credit or the term loan as of December 31, 2020 and 2019, as the Loan and Security Agreement was replaced by a line of credit with FPP Finance LLC in December 2019 as discussed below.

 

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FastPay Line of Credit

In December 2019, we entered into a Financing and Security Agreement with FFP Finance LLC (FastPay) to provide a revolving line of credit for 80% of our qualified accounts receivable invoices up to a maximum of $15.0 million with a maturity date of December 23, 2021 (FastPay Line of Credit). Borrowings under the line of credit are secured by our accounts receivable balances. The interest rate is equal to 1/12 times the London Interbank Offered Rate (LIBOR) rate plus 7% per annum, based on the net amount advanced.

Beginning in January 2020, we were required to utilize 20% of our $15.0 million line of credit throughout the remaining duration of the term. In November 2020, we entered into an amendment to the agreement in which FastPay agreed to increase the advance rate on our eligible accounts receivable from 80% to 85%. In September 2021, we entered into an amendment to the FastPay Line of Credit to extend the maturity date to December 23, 2022, decrease the minimum utilization rate to 15% and decrease the interest rate to LIBOR plus 6.75%. As of September 30, 2021, December 31, 2020 and December 31, 2019, the total amount advanced under the FastPay Line of Credit was $3.9 million, $5.9 million and $7.1 million, respectively.

Paycheck Protection Program Loan

In April 2020, we received a loan in the principal amount of $5.6 million from the Paycheck Protection Program (the PPP Loan). The PPP Loan, a provision of the Coronavirus Aid, Relief, and Economic Security Act, offered forgivable loans to small businesses facing uncertainty during the COVID-19 pandemic. In June 2021, the outstanding balance of the PPP Loan was forgiven in full, and we recognized a gain on early extinguishment of debt of $5.6 million, which consisted of the principal balance plus accrued interest and was recorded as other income in the six months ended June 30, 2021.

Convertible Notes

In December 2019, February 2020 and April 2020, we issued $4.9 million in promissory notes under a Convertible Promissory Note Agreement (the 2019 Convertible Notes), of which $2.5 million was issued and outstanding as of December 31, 2019 with the balance in 2020. The 2019 Convertible Notes accrued interest at a fixed rate of 4.0% compounded annually and were to mature in December 2021.

In May 2020, we replaced the 2019 Convertible Notes and issued additional notes under a new convertible promissory note agreement maturing in 2022 (the 2020 Convertible Notes). The replacement of the 2019 Convertible Notes with the 2020 Convertible Notes was accounted for as a debt extinguishment, and we recorded a $1.8 million loss on the extinguishment, which is included in other expense, net in the consolidated statements of comprehensive loss.

An aggregate of $9.3 million of convertible promissory notes were issued under the 2020 Convertible Notes, which included $5.0 million related to the cancellation and replacement of principal and accrued interest under the 2019 Convertible Notes, and gross proceeds of $4.3 million received for issuance of new convertible promissory notes. The 2020 Convertible Notes accrue interest at a fixed rate of 4.0% compounded annually and mature in May 2022. In February 2021, all of the 2020 Convertible Notes were converted into shares of our Series C preferred stock.

In connection with the 2020 Convertible Notes, we issued to the holders thereof warrants exercisable for an aggregate of 619,882 shares of Series B redeemable convertible preferred stock if the next qualified equity financing or liquidation event had not occurred by December 31, 2020. As no such event occurred, these warrants were issued and became exercisable during 2020.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity or cash flows.

 

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Contractual Obligations

As of September 30, 2021, our future minimum payments under our noncancelable contractual obligations were as follows:

 

     Less than
1 Year
     1 - 3
Years
     3 - 5
Years
     More than
5 Years
     Total  

Operating lease obligations

   $ 930      $ 5,300      $ 475      $         —      $ 6,705  

Debt

     3,898                             3,898  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 4,828      $ 5,300      $ 475      $      $ 10,603  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2020, our future minimum payments under our noncancelable contractual obligations were as follows:

 

     Less than
1 Year
     1 - 3
Years
     3 - 5
Years
     More than
5 Years
     Total  

Operating lease obligations

   $ 3,719      $ 5,300      $ 475      $         —      $ 9,494  

Debt

     6,366        16,567                      22,933  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 10,085      $ 21,867      $ 475      $      $ 32,427  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with GAAP requires us to make certain judgments and assumptions, based on information available at the time of our preparation of the financial statements, in determining accounting estimates used in the preparation of the statements. Our significant accounting policies are described in Note 2—Summary of Significant Accounting Policies to the consolidated financial statements.

Accounting estimates are considered critical if the estimate requires us to use judgments and/or make assumptions about matters that were uncertain at the time the accounting estimate was made, and, if different, accounting estimates could have been used in the reporting period or changes in the accounting estimates are likely to occur that would have a material impact on our financial condition, results of operations or cash flows.

There were no material changes in critical accounting policies and estimates since December 31, 2020.

Revenue Recognition

We derive revenue primarily from providing advertising and analytics services, which refer to as Audience revenue, and licensing data and dashboards to our customers, which refer to as Data revenue. We apply the following five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when a performance obligation is satisfied.

Advertising services include (i) managed services, where we are responsible for planning, measurement, and/or delivery of audience-based targeted advertisements to consumers on behalf of our customers, (ii) enabling our customers to access advertising inventory filtered based on our audience segments, and (iii) enabling marketers to use our segment data programmatically on third-party platforms.

We obtain advertising impression inventory from publishers and through advertising exchanges. Revenue from advertising is primarily generated through video and display advertising delivered through advertising impressions on a CPM basis and is evidenced by an insertion order. Audience revenue is recognized

 

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as impressions are delivered. For managed services, we are responsible for campaign fulfillment, which means that we purchase advertising inventory from publishers and work with third-party platforms such as DSPs, SSPs and data stores, to execute an advertising campaign. We incur fees for our use of these platforms. We also incur fees charged by publishers from whom we pre-purchase inventory, which we refer to as traffic acquisition cost (TAC). Because we act as principal for managed offerings, we recognize revenue on a gross basis, including platform fees and TAC, and in turn recognize the platform fees and TAC for such campaigns as a cost of revenue. For programmatic offerings, we make our audience segments available in third-party media buying platforms. In these arrangements we do not control the advertising inventory prior to activation. In arrangements where the advertising buyer is our direct customer, we recognize the revenue associated with the transaction net of TAC, and record platform fees as cost of revenue. In arrangements where the platform is our direct customer, we recognize revenue net of platform fees, and we are not responsible for TAC.

For use in media planning, measurement and analytics, we also generate revenue by providing TV data on a subscription basis to brands, publishers, programmers, and measurement platforms. Subscription-based fees that are fixed are typically recognized on a straight-line basis over the access period, which typically is a minimum of twelve months. To the extent there is variable consideration, it is recognized in the period in which it relates, the amount and timing of which requires judgment and estimation.

Revenues for data licensing, research reports or reporting through Web-based dashboards is generally recognized over time on a time-elapsed basis when we provide access to continuous reporting on advertising campaign metrics. In cases where our data services are delivered in the form of a report, we consider this service to be transferred at a point in time when the report is delivered to the customer, at which point we recognize the associated revenue.

Internal Use Software Development Costs

We capitalize certain development costs associated with creating and enhancing internal use software related to our platform and technology infrastructure. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software projects, and external direct costs of materials and services consumed in developing or obtaining the software. We expense software development costs that do not meet the criteria for capitalization as incurred and record them in research and development expenses in the consolidated statements of operations.

Software development activities generally consist of three stages: (i) the planning stage; (ii) the application and infrastructure development stage; and (iii) the post implementation stage. Costs incurred in the planning and post implementation stages of software development, including costs associated with the post configuration training and repairs and maintenance of the developed technologies, are expensed as incurred. We capitalize costs associated with software developed for internal use when both the preliminary project stage is completed, and management has authorized further funding for the completion of the project. We capitalize costs incurred in the application and infrastructure development stages, including significant enhancements and upgrades. Capitalization ends once a project is substantially complete and the software and technologies are ready for their intended purpose. We amortize internal use software development costs using a straight-line method over the estimated useful life of two to five years, commencing when the software is ready for its intended use.

Our estimates of capitalizable costs and the related useful lives could change from historical estimates, which could materially impact our results of operations and financial condition.

Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting

 

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period of the respective award. Determining the fair value of stock-based awards at the grant date requires judgment. We use the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the grant date fair value of options using an option-pricing model is affected by our estimated common stock fair value as well as assumptions regarding a number of other complex and subjective variables. These variables include our expected stock price volatility over the expected term of the options, stock option exercise, risk-free interest rates and expected dividends, which are estimated as follows:

 

   

Fair Value of Our Common Stock. Because our stock is not publicly traded, we must estimate the fair value of our common stock as discussed in “Common Stock Valuations” below.

 

   

Expected Term. The expected term of our options is estimated using the simplified method permitted under guidance of the SEC.

 

   

Volatility. As we do not have a trading history for our common stock, the expected volatility of our stock price is derived from the average historical volatility for industry peers that we consider to be comparable to us, over a period equivalent to the expected term of our stock option grants.

 

   

Risk-free Rate. The risk-free interest rate is based on the yields of the U.S. Treasury securities with maturities similar to the expected term of each of our option awards.

 

   

Dividend Yield. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero.

If any of the assumptions used in the Black-Scholes model changes significantly, stock-based compensation for future awards may differ significantly compared with awards granted previously. See Note 13—Common Stock and Stockholders’ Deficit to the consolidated financial statements included elsewhere in this prospectus.

In June 2018, the FASB issued Accounting Standards Update (ASU) 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Equity classified nonemployee share-based payment awards are measured at the grant date of the award, which is the same as share-based payments for employees. We adopted the requirements as of January 1, 2019.

Common Stock Valuations

In the absence of a public trading market, the fair value of our common stock was determined by our board of directors with input from management and incorporate valuations prepared with support from an independent third-party valuation specialist. Our board of directors intended all stock options granted to have an exercise price per share not less than the per share fair value of our common stock underlying those stock options on the date of grant. We determined the valuations of our common stock in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The assumptions that we use in the valuation models were based on future expectations combined with management judgment and considered numerous objective and subjective factors to determine the fair value of our common stock as of the date of each option grant, including the following factors:

 

   

the prices, rights, preferences, and privileges of our preferred stock relative to our common stock;

 

   

our operating and financial performance;

 

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current business conditions and projections;

 

   

the hiring of key personnel;

 

   

our stage of development;

 

   

the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of our company, given prevailing market conditions;

 

   

any adjustment necessary to recognize a lack of marketability of the common stock underlying the granted options;

 

   

the market performance of comparable publicly-traded companies; and

 

   

the United States and global capital market conditions.

In valuing our common stock at various dates, our board of directors determined the equity value of our business using various valuation methods, including combinations of income and market approaches. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in our industry or similar lines of business as of each valuation date and are adjusted to reflect the risks inherent in our cash flows. The market approach estimates value considering an analysis of guideline public companies. The guideline public companies method estimates value by applying a representative revenue multiple from a peer group of companies in similar lines of business to us to our forecasted revenue. To determine our peer group of companies, we considered public software and digital advertising companies and selected those that represent similar, but alternative investment opportunities to an investment in our company. From time to time, we updated the set of comparable companies as new or more relevant information became available.

The equity values implied by the income and market approaches reasonably approximated each other as of each valuation date.

Once we determined an equity value, we used a combination of approaches to allocate the equity value to each of our classes of stock. We used a combination of option pricing method (OPM), and Probability Weighted Expected Return Method (PWERM). The OPM allocates values to each equity class by creating a series of call options on our equity value, with exercise prices based on the liquidation preferences, participation rights, and strike prices of the equity instruments. Using the PWERM, the value of our common stock is estimated based upon a probability-weighted analysis of varying values for our common stock assuming possible future events for our company, such as a strategic sale, an initial public offering or a downside scenario in which we sell at a lower-than-expected shareholder liquidation value. Application of this approach involves the use of estimates, judgment and assumptions, such as revenue, expenses, future cash flows, and selection of comparable companies and relevant multiples.

In addition, we also considered an appropriate discount adjustment to recognize the lack of marketability and liquidity due to the fact that stockholders of private companies do not have access to trading markets similar to those enjoyed by stockholders of public companies. The discount for marketability was determined using a protective put option model, in which a put option is used as a proxy for measuring discounts for lack of marketability of securities.

For valuations after the completion of this offering, our board of directors will determine the fair value of each share of underlying common stock based on the closing price of our common stock as reported on the date of grant. Future expense amounts for any particular period could be affected by changes in our assumptions or market conditions.

 

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Redeemable Convertible Preferred Stock Warrant Liability

We account for freestanding warrants to purchase shares of our redeemable convertible preferred stock as a liability as the underlying shares of redeemable convertible preferred stock are contingently redeemable and therefore may obligate us to transfer assets at some point in the future. The warrants are subject to re-measurement to fair value at each balance sheet date, and any change in fair value is recognized in the consolidated statements of operations. We will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. Upon the exercise or expiration, the related warrant liability will be reclassified to additional paid-in capital. If factors change causing different assumptions to be made in future periods, estimated gains or losses on the warrant liability may differ significantly from those recorded historically.

The warrants will be automatically exercised in connection with our initial public offering.

Income Taxes

We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using an asset and liability approach. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized.

We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merit of the position. While we believe we have adequately reserved for our uncertain tax positions, because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results.

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risk in the ordinary course of business, which consists primarily of interest rates risk associated with our cash and cash equivalents and our debt, foreign currency risk and impact of inflation. We do not engage in speculative trading activities. There were no material changes in our exposures to market risk since December 31, 2020.

Interest Rate Fluctuation Risk

Our exposure to interest rate fluctuation risk primarily relates to interest expense generated on the FastPay Line of Credit, which fluctuates with LIBOR. However, a hypothetical 1% in the LIBOR rate would not have a material impact on our borrowings or results of operations.

Our borrowings under our credit facility with Pacific Western Bank backed by US Bank are at variable interest rates. However, a hypothetical 100-basis point change in interest rates in effect as of December 31, 2020 would not have a material impact on our results of operations.

 

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Foreign Currency Exchange Rate Risk

The functional currency for our foreign subsidiaries is the U.S. dollar. We are exposed to changes in exchange rates for the Great Britain Pound sterling (GBP), the Euro, and, to a lesser extent, the Australian dollar (AUD). All assets and liabilities denominated in foreign currencies are remeasured using exchange rates in effect as of the end of the period presented. The volatility of exchange rates depends on many factors that we cannot accurately forecast. In the future, if more of our expenses are denominated in currencies other than the U.S. dollar, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. A hypothetical change of 10% in foreign currency exchange rates in effect as of December 31, 2020 would not have a material impact on our results of operations. We do not—but we may in the future—enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the impact hedging activities could have on our results of operations.

New Accounting Pronouncements

Refer to Note 2—Summary of Significant Accounting Policies to the consolidated financial statements included elsewhere in this prospectus for the new accounting pronouncements.

Emerging Growth Company Status

The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to nonpublic companies. We have 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 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, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies, and our financial statements may not be comparable to other public companies that comply with new or revised accounting pronouncements as of public company effective dates. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies.

We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more, (ii) the last day of our fiscal year following the fifth anniversary of the date of the closing of this offering, (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. See the section titled “Risk Factors—Risks Related to this Offering and Ownership of Our Class A Common Stock—We are an ‘emerging growth company,’ and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.”

 

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BUSINESS

Our Company

We are transforming internet CTVs into a platform for our customers, which are comprised of brands, agencies, content programmers, publishers and measurement and advertising vendors, to build attentive, engaged audiences. Our AI-driven content identification software is embedded in CTVs sold by leading OEM brands across the globe. Through our software, we form direct relationships with millions of viewers, who provide us consent to collect their viewership data. Using the data we collect, as well as data we license, we provide customers with critical tools to optimize how they plan, buy and measure their advertising campaigns to reach their preferred audiences. We are active in six countries today, with ambitions to expand into the more than 100 countries where CTVs integrated with our technology are sold.

Traditionally, television audiences watched a limited selection of content available on a broadcaster’s linear programming schedule, which included advertisements seen by all viewers regardless of their interests. With the development of on-demand services, today’s viewers enjoy more video choices than ever as content consumption rapidly spreads across a growing set of broadcast, OTT, and streaming platforms, formats and devices.

Our Audience and Data products help our customers overcome the challenges created by this viewership fragmentation. Our Audience products utilize our proprietary data and data science methodology to enable highly effective, highly targeted advertising across CTV and other devices. Our Data offering enables customers to plan their advertising campaigns and then measure the effectiveness of those campaigns across devices. These two solutions provide a unified view of a consumer’s exposure and response to content and advertisements across CTV and other digital media devices, enabling more precise planning and higher return on advertising spend.

We do not employ a “walled garden” strategy that locks marketers and publishers into a closed system. Rather, we match and integrate our data with our customers’ datasets to provide them with the necessary tools, analytics, and flexibility to engage relevant audiences, limiting waste and inefficiency. Further, our neutral, independent position allows us to support and facilitate a large and growing ecosystem of media transactions that leverage our data, without competing with our customers and partners.

According to a 2020 Interactive Advertising Bureau report, more than half of advertising buyers reported that they are shifting from broadcast and cable TV advertising to CTV advertising. By forming an ecosystem of industry stakeholders using our data to help navigate this change, we believe we are well positioned to capitalize on this significant opportunity.

We generated revenues of $82.8 million and $67.0 million for the nine months ended September 30, 2021 and 2020, respectively, representing an increase of 24%. We generated revenues of $106.8 million and $84.9 million for the years ended December 31, 2020 and 2019, respectively, representing an increase of 26%. Our gross profit was $33.7 million and $28.9 million for the nine months ended September 30, 2021 and 2020, respectively, representing an increase of 17%. Our gross profit was $46.4 million and $38.4 million for the years ended December 31, 2020 and 2019, respectively, representing an increase of 21%. Gross profit plus other platform costs (Contribution ex-TAC), was $ 58.8 million and $45.7 million for the nine months ended September 30, 2021 and 2020, respectively, representing an increase of 29%, and $70.6 million and $62.5 million for the years ended December 31, 2020 and 2019, respectively, representing an increase of 13%. We recorded a net loss of $17.1 million and Adjusted EBITDA loss of $4.6 million for the nine months ended September 30, 2021, compared with a net loss of $12.7 million and Adjusted EBITDA loss of $4.5 million for nine months ended September 30, 2020. We recorded a net loss of $7.6 million and Adjusted EBITDA of $2.3 million for the fiscal year ended December 31, 2020, compared with a net loss of $27.9 million and Adjusted EBITDA loss of $24.0 million for the fiscal year ended December 31, 2019. Gross profit plus other platform costs (Contribution ex-TAC), was $70.6 million and $62.5 million for the years ended December 31,

 

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2020 and 2019, respectively, representing an increase of 13%. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Our Offering

Our viewership data allows us to understand TV viewership in real-time, including exposure to TV advertising, on millions of CTVs, serving as the backbone of our two offerings: Audience and Data.

Audience

Our Audience products enable our customers to build attentive, engaged audiences. Our AI-driven data science models process our data to create audience “segments,” which are collections of households with common characteristics about their TV viewership, such as cord-cutters, sports fans, consumers who saw advertisements for a particular brand, etc. We make these proprietary segments available to our customers through DSPs, data stores, SSPs, private-marketplaces (PMPs) and social media platforms. These platforms specialize in delivering advertisements to consumers across devices such as CTVs, smart phones, tablets, laptops, desktop computers and game consoles. By activating these segments in such platforms, our customers are able to engage with their preferred audiences not only on CTVs, but across other digital devices.

Our Audience products are commercially available for use on programmatic (self-service) platforms or through a service managed by us. Our customers are able to enjoy the flexibility of choosing between complete hands-on control or outsourcing the planning, activation, optimization and measurement and analysis to our dedicated team of industry experts.

Data

Our Data products allow our customers to discover behavioral trends in TV engagement, including granular analyses of the advertisements consumers viewed and a measurement of how effective those advertisements were at driving consumer behavior. Our identity resolution capabilities enable marketers and publishers who have their own data across other platforms or devices to match, combine and deduplicate their data against our first-party data. This provides our customers a unified view of their consumers across multiple touchpoints including traditional TV, CTV and digital devices and provides a deeper understanding of their consumers, enabling them to deliver more effective advertising campaigns.

Our Data products are available as a standalone, turnkey platform that presents data through dashboards and automated reporting, or as a data feed that directly integrates into our customer’s existing in-house infrastructure. In addition, many of our customers leverage our experienced team of data scientists to better identify and understanding their target audience, analyze the effectiveness of their omniscreen advertising campaigns, generate attribution analytics, and quantify the number of consumers reached and how frequently they are reached. We license our Data products typically as annual subscriptions.

Our Industry

We believe our business is benefiting from powerful trends that are transforming digital advertising and the way brands and marketers engage with their customers, including:

 

   

Shifting consumer viewing preference from traditional linear TV to on-demand streaming content. The television industry is in the midst of a tectonic shift as consumer viewing behavior increasingly favors streaming television content over linear TV. While linear TV remains the primary mode of viewing today, it is declining in proportion to streaming content. The recent pandemic is accelerating cord-cutting with eMarketer estimating that in 2020, more than six million U.S. households cut the cord with linear paid TV, bringing the total number of cord-cutter

 

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households in the United States to 31.2 million. Cord-cutter and cord-never households (those that never subscribed to paid linear TV) are also expected to increase to 44% of U.S. households by 2023.

 

   

Marketers are shifting advertising budgets from linear TV to CTV to follow consumer engagement. As consumers increasingly consume content on CTV, marketers are simultaneously increasing their advertising spend on CTV to reach and engage these audiences. In 2021, U.S. CTV advertising spending is estimated to be $13 billion and is expected to grow to $27 billion in 2025, representing a compound annual growth rate of 20% according to eMarketer.

 

   

Converged media buying through programmatic platforms. With the adoption of technology-based and data-driven solutions, marketers are able to buy media more efficiently and at greater scale with software-based real-time bidding platforms. Programmatic buying enables marketers to select the highest value audience inventory in real-time and more efficiently. U.S. programmatic advertising spend is expected to be $140 billion in 2022, according to eMarketer. The growth of programmatic advertising is being driven by new digital channels, including CTV.

 

   

Intensifying demand for data and analytics to measure and optimize advertising spend across platforms and devices. The growing number of streaming content platforms has created a more fragmented ecosystem, disrupting the traditional measurement providers and methodology. This complexity makes it more difficult for marketers to gain a clear and comprehensive picture of campaign performance. Further complicating the situation are walled gardens, which limit the ability for a marketer to access their audience data outside of the walled gardens’ proprietary systems and leads to silos of data and ad inventory, a lack of transparency and sub-optimized advertising spend. This trend has created strong demand from marketers for solutions that reduce the fragmentation of the ecosystem and enable them to better calculate the value of impressions.

 

   

As marketers seek more transparency and control, consumers are demanding more privacy. With the rapid adoption of CTV, marketers are asking data providers for more access to consumer data. In the past, marketers capitalized on data from cookies to track consumers across websites and devices, and gain insights into users and advertising performance. However, a rapid shift towards increased data privacy driven by consumer distrust and regulations has resulted in new restrictions for these third-party cookies and significant demand for cookie-less identity resolution and targeting. As marketers continue to seek access to more granular and accurate data, we believe they will also increasingly need advanced advertising solutions that are privacy-centric, tied to opted-in platforms and first-party data.

Market Opportunity

We believe there is a significant market opportunity to provide marketers with data-driven advertising solutions to extend their audience reach, measure actual outcomes and increase return on advertising spend. We estimate that our current addressable market in the U.S. is $33 billion, consisting of $13 billion of U.S. CTV advertising spending (according to eMarketer as of 2021), $12 billion of U.S. third-party audience data spending (according to the Interactive Advertising Bureau as of 2020), and $8 billion of U.S. data activation solutions spending (according to the Interactive Advertising Bureau as of 2020). Looking forward, CTV advertising spend is projected to grow to $27 billion in the United States in 2025, according to eMarketer. We believe this shift in advertising spend to CTV will also be accompanied by significant growth in the demand for analytics and identify solutions. Our massive datasets, household identity capabilities, neutral and independent position in the ecosystem and a privacy-first approach position us well to capitalize on future market opportunities.

 

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Our Value Proposition

Our platform provides a strong value proposition to each of the constituents we serve, addressing a number of their key pain points. Some of the benefits we offer include:

Brands and Agencies

 

   

Single view of Consumer. By combining our first-party data and third-party data with a marketer’s data, we help brands and agencies to better understand how their consumers engage with content and advertisements across devices in the household. This single view of the household provides our customer with greater visibility into campaign reach and effectiveness against an addressable audience, allowing more relevant and personalized advertising, and de-risks the potential for household redundancy or over-exposure.

 

   

Higher ROAS. Leveraging our data and analytics, our customers use our platform to consistently reach the right audience with the right frequency, driving higher return on advertising spend (ROAS) by connecting ad exposure to business outcomes, with attribution to specific marketing investments or tactics.

 

   

Flexible Delivery Model. We offer a flexible delivery model that solves for a client’s requirements. Customers that lack sufficient internal advertising resources or desire additional support can use our managed services, in which we plan, execute, and measure the campaign for them. Customers with established technical capabilities can integrate our data directly into their existing infrastructure to manage their advertising campaigns.

 

   

Large, Unbiased Data Provider. Because we are not trying to sell our own advertising inventory, and because we allow household level insights, we eliminate the lack of transparency and bias inherent in walled garden platforms. We believe our customers view us as a trusted and independent partner.

Publishers

 

   

Advanced Inventory Packages. We serve as an identity and data partner that offers advanced inventory packages across CTV and digital media, providing publishers insights on their audiences across the content that they control. Our identity solutions enable publishers to make their advertising inventory addressable, leading to more targeted advertisements, increased performance and higher CPMs. For example, we offer customers a 1:1 identity solution that matches the customer’s identifiers with our data, and in turn allows publishers to command a higher value for their inventory.

 

   

Greater Reach. As publishers move from a single channel to a multi-channel environment, they increasingly need to integrate linear and digital inventory in a single package for marketers. Through PMPs and advanced audience discovery, publishers use our platform to provide a more cohesive inventory set attractive to a broader set of advertising partners.

 

   

Validated Third-party Measurement. Publishers and marketers use our platform to provide measurement solutions that can independently measure the effectiveness of an advertising campaign across the consumer journey.

Content Programmers and Measurement and Advertising Vendors

 

   

Accurate, Device-level Viewership Data. Our data is not derived from surveys; it is real-time viewership information collected directly from millions of devices, providing accurate insight into actual consumer viewership behavior.

 

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OEMs

We have deep relationships with TV OEMs. Our content ID technology is currently integrated into models of CTVs sold by these OEMs in various countries under 24 brand names.

Historically, these TV OEMs only earned revenue from televisions at the point of sale. Due to a highly competitive marketplace, their margins on device sales have generally declined in recent years, even though they must continue to invest in new and unique features to avoid commoditization. By partnering with us, TV OEMs are able to unlock value in data we collect through the use of their TVs by consumers without incurring the expense of managing an entire data business. Key benefits we offer our OEM partners include providing a new higher margin revenue stream, an ability to deliver personalized viewing experiences for consumers, consumer insights for data-driven product planning, and improved monetization of the OEM’s owned and operated advertising inventory. Additionally, TV OEM partners are able to rely on our consent management tools for compliance with privacy standards and regulations.

Our Strengths

We believe the following capabilities and attributes reflect our strengths and provide us with a long-term competitive advantage:

Large and Growing First-party Dataset. We have created a large source of first-party TV data. We track more than 300 million monthly hours of CTV viewership across all types of content on the TV screen including linear broadcast and OTT, streaming and video games. Our data platform is built on a foundation of user consent, from opted-in consumers, putting privacy first in our technology.

Neutral Position in the Ecosystem. We are a neutral and independent data provider and empowering our customers with an alternative to the world’s largest walled gardens. We believe we are a partner of choice because we do not compete with our customers, and are platform agnostic, allowing marketers’ greater flexibility in where they activate our viewership-based audience segments.

Machine-learning Driven Tech Stack. We apply artificial intelligence and machine learning technology to our vast dataset to capture real-time audience insights. Our technical architecture is scalable and, we believe, capable of capturing content more efficiently than any competitive platform. Our machine learning capabilities are also enabling us to improve the viewing experience for consumers through personalization and optimized picture quality.

Multiple Product Offerings Leveraging Our Dataset. We have a well-designed business model that enables us to monetize our data assets in multiple ways. Through our Audience and Data products, our customers are able to carry out their complete marketing lifecycle by planning, measuring, executing and optimizing their campaigns in a single platform. As our proprietary dataset continues to scale, we expect customers to increase utilization of, and the number of tasks performed on, our platform, resulting in increased revenue to us.

Privacy-centric Dataset. We utilize a persistent household identifier for our 100% opt-in viewership data. This identifier allows us to match our data with our customer’s first party data, as well as with all of the various identifiers used in the advertising ecosystem. As a result, our products are less impacted by changes in laws, regulations or technology aimed at curtailing less transparent actors.

Loyal Customer Base. Our platform is used by many of the world’s largest brands, agencies, content programmers, publishers and measurement and advertising platforms, to better plan, buy and measure their TV and digital advertising campaigns. Our clients typically grow their use of our platform over time, and in the year

 

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ended December 31, 2020 and 2019 we were able to drive net dollar retention of 104% and 98%, from our customers.7

Founder-led and Culture-focused Management team. We are led by Ashwin Navin, who founded Samba TV in 2008 with the global vision to create the best TV viewing experience for consumers. We have a strong management team with deep and extensive experience across digital marketing, media and software companies. Our success is made possible by a firm focus on culture, which allows us to attract and retain talent.

Our Growth Strategy

We believe we are in the early stage of our growth and that we are at an inflection point in the advertising industry. We intend to capitalize on our competitive positioning to pursue several long-term growth strategies:

Expand the Customer Base by Investing in Sales and Marketing. We aim to increase our customer base by continuing to expand our sales and marketing capabilities, team members and partners. We will continue to invest significant resources in our sales and marketing activities, which we believe will help us sell our solutions to new clients and also enhance our brand awareness across the ecosystem.

Increase Our Share of Our Customers’ Advertising Spend. We aim to continue to grow the adoption of our solutions with our existing customers through increased advertising spend on our platform. We believe many marketers are in the early stages of allocating a greater percentage of their advertising budgets to programmatic channels and CTV, and that we are well positioned to capture additional advertising spend. Given our comprehensive product portfolio, we believe we can cross-sell additional or new solutions to provide end-to-end coverage to more clients.

Activate Additional International Markets. We have a proven and growing global reach, with over 100 countries where Samba embedded TVs are deployed. Our products are generating revenue in six countries, and we have entered into customer agreements to generate revenue in two additional countries. We believe there is growing demand for our solutions internationally and we aim to continue activating in new markets.

Continue To Invest In New Solutions for Our Customers. We intend to continue to make investments in our platform and introduce new technology and products to further differentiate our offerings. For example, in June 2021, we launched a global real-time TV viewership dashboard, an interactive TV analytics dashboard featuring geographic and demographic analysis of viewership in real-time across the world, starting with four of the largest media markets: the U.S., U.K., Germany and Australia. Additionally, for marketers, we intend to deepen and expand our AI capabilities to improve targeting and measurement while providing deep integrations and workflow automation within the advertising ecosystem. For consumers, we continue to enhance the TV viewing experience. For example, in early 2021 we demonstrated Picture Perfect, an edge AI feature that automatically adjusts settings such as brightness, color, refresh rate, among other features, based on the content playing on the screen in real time.

Pursue Opportunistic M&A. Our management team has a strong track record of successfully identifying, evaluating, executing and integrating strategic acquisitions. We have successfully completed four acquisitions since 2015. We maintain an active pipeline of potential M&A targets and intend to continue evaluating add-on opportunities to bolster our current solutions suite, strengthen our platform and complement our organic growth initiatives.

 

7 

Net dollar retention includes the impact of increases or decreases in a customer’s Contribution ex-TAC, including the positive revenue impacts of cross-selling our solutions to an existing customer. The numerator and denominator includes Contribution ex-TAC from all customers that we served and from which we recognized revenue in the earlier of the two fiscal year periods being compared.

 

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Our Technology & Platform

 

 

LOGO

Samba-Enabled CTVs

Once a consumer enables our software on their CTV, our content identification software analyzes the images on the screen to determine the content using ACR, edge AI and watermarks.

 

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Content ID

 

   

Automatic Content Recognition (ACR). Our ACR technology applies a highly specialized algorithm to content provided to us by content owners or captured by us (or by third parties on our behalf) from linear television and streaming services. This algorithm generates unique alpha-numeric codes known as “fingerprints.” To these reference fingerprints, we append metadata (e.g., the name of the show, the episode, the advertisement, etc.) provided by the content owner or licensed from third parties, and store that information in our proprietary fingerprint database. On the CTV, for consumers who have opted-in to data collection, our software processes the video signal displayed on the screen using the same fingerprint algorithm used to create the fingerprint database. Those fingerprints are then automatically transmitted to our servers, where they are matched to the information in our fingerprint database to identify the content. We operate our own content recognition servers and leverage infrastructure provided by leading cloud services providers. Our content recognition technology is highly scalable and capable of processing every second of video from tens of millions of devices.

 

   

Edge AI and Watermarks. To recognize dynamic content—such as live sports and video games—for which reference fingerprints cannot be created, we use our artificial intelligence technology to process the video stream through machine learning models. Our content ID software can also identify content by reading watermarks, which are digital signals embedded in the video stream.

3rd Party Viewing Data

We complement the data we collect directly from CTVs with viewership data we license from leading cable television providers, their partners or distributors.

Samba Identity

We then use our identity resolution capabilities to combine and deduplicate the combined data into viewership and advertising exposure data sets. Viewership data consists of movies, TV shows, and live broadcasts watched, and video games played. Advertising exposure data consists of advertisements displayed.

Because our viewership and ad exposure data are linked to unique persistent identifiers associated with the CTV or set-top-box and to the device’s IP address, we are able to match our data to other first-party data sets as well as leverage all of the common identifiers used in the industry for identity resolution. We use our proprietary algorithms to organize our customer’s first-party data, as well as match their data to our dataset, in furtherance of our planning, measurement, and activation solutions. We also integrate with third-party matchers to make our data actionable in a variety of advertising platforms.

We use this data to create our Audience and Data products. Our Audience products include audience segments that our customers use to run targeted advertising campaigns. Our Data products include data feeds, dashboards, and measurement reports that our customers use to plan and analyze advertising campaigns. As described further below, we offer these products as a turnkey managed services solution, or as discrete products based on the customer’s needs.

Use Cases

We use these datasets and identity resolution capabilities to provide marketers and their agency partners with a unique combination of advertising media activation bundled with audience targeting, measurement, optimization, and custom research. Examples of our fully managed services include:

 

   

We helped a leading airline quantify the relative effectiveness of its advertising campaigns. We analyzed our advertising exposure dataset to identify households that had seen the airline’s ads (on

 

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linear and CTV), and we applied tracking pixels to the airline’s digital ads. We then used our identity resolution capabilities to compare those ad impressions to the airline’s website visitation data to determine which ads drove visitors to the site, and which resulted in ticket bookings. We then provided the airline a dashboard that quantified the conversion rates for each of their CTV, desktop, tablet, mobile and linear TV campaigns.

 

   

We helped a home security brand reach new customers. The brand recognized that its linear TV campaign, despite being extensive, was hitting the same limited group of viewers over and over again. We analyzed our advertising exposure dataset to build custom audience segments of households that had not been exposed to the brand’s linear TV advertisements. We used those segments to target those households with a CTV campaign.

 

   

We helped an insurance company build brand awareness. We identified households that had been exposed to the brand’s linear TV campaigns to build custom audience segments that we used for retargeting those customers on digital mediums and CTV. Using our identity resolution capabilities, we partnered with a brand research vendor to connect advertising exposure to consumer perceptions and quantify the effectiveness of this cross-channel tactic at increasing brand awareness.

 

   

We helped a restaurant chain compete with its rivals. We analyzed our advertising exposure dataset to build custom audience segments of households that had seen the rival’s advertisements, which we used for the restaurant chain’s digital and CTV ad campaign.

 

   

We helped a TV programmer understand its viewing audience. We analyzed our viewership data to quantify household views of a particular TV show not only when it first aired, but also for rebroadcasts and DVR playbacks over the subsequent months.

 

   

We helped an OTT streaming TV programmer understand the effectiveness of its advertising campaigns. We analyzed our advertising exposure dataset to identify households that had seen the TV programmer’s ads (on linear and CTV) and we applied tracking pixels to ads promoting the streaming TV programmer’s new original TV show. We then used our identity resolution capabilities to compare those ad impressions to households that tuned-in to view that show. We then provided the streaming TV programmer a detailed report that quantified the tune-in conversion rates for each of their CTV, desktop, tablet, mobile and linear TV campaigns.

We make various pieces of our fully managed services available as separate products. We process our viewership and advertising exposure data through our proprietary machine learning models to create “standard” audience segments. We then combine our audience segments with advertising inventory on devices such as CTV, mobile devices, tablets, desktop computers, and game consoles from select publishers to create pre-filtered, real-time bidding-based private marketplaces (PMPs). Our customers purchase advertising in these PMPs, where their match rate risk is reduced because inventory that does not correspond to their desired audience segment has already been filtered out. In a more hands-off approach, we make our standard audience segments available for use by marketers on third-party platforms such as DSPs, SSPs and DMPs, as well as walled gardens such as social media advertising platforms. Our customers typically activate their campaigns against these segments on the third-party platform without our involvement.

Customers can also analyze our viewership and ad exposure data themselves by licensing a daily feed of one or both of those datasets. We provide these feeds via secure data transfer using leading cloud-based providers such as Amazon S3 and Google Cloud. As one example, one of our advertising vendor customers analyzes point-of-sale transactions for consumer packaged goods brands; they combine that point of sale data with our ad exposure data to determine the effectiveness of a brand’s linear and CTV advertising campaigns at driving in-store traffic.

 

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Privacy

We believe consumer privacy rights are universal, and that protecting consumer privacy is an obligation of every company. We don’t see privacy and targeted advertising as mutually exclusive; rather, we support strong privacy regulations that enable the advertising supported content consumers demand.

From the beginning, addressing consumer privacy has been a non-negotiable requirement of our partnerships with OEMs, marketers and brands. As a result, our data collection through our software has always been based on opt-in user consent. In 2018, we provided rights granted by the GDPR in Europe to all of our consumers globally. Similarly in 2020, we globally extended these rights to include rights mandated by the CCPA. We recently introduced Privacy Manager, a consent management platform that implements the Interactive Advertising Bureau’s Transparency and Consent Framework (TCF) on CTVs. Maintaining user trust is one of our core values

Opt-in Workflow and User Controls

Consumers have the choice to enable our CTV Services. CTVs with our software embedded are shipped with our services disabled. Our services are only be enabled if the consumer so chooses through an affirmative action.

Consumers can change their choices at any time through the CTV’s settings menu. All of our OEM integrations have provided the user with comprehensive privacy controls, including allowing the consumer to enable or disable the collection of viewership information at any time, opt out of the sale of personal data. Our consent workflow and consumer privacy controls have been certified as compliant under GDPR by e-Privacy, and as compliant under COPPA by Privo. E-privacy and Privo are independent consulting firms specializing in GDPR and COPPA compliance, respectively. Privo’s determination has provided Samba with COPPA Safe Harbor Status.

Privacy Manager

In early 2021, we introduced Samba TV Privacy Manager, which is being rolled out in partnership with our OEM partners. Privacy Manager offers data protection solutions anchored in industry standards and formulated with TV manufacturers, industry governing bodies, and relevant governmental authorities. By incorporating the Interactive Advertising Bureau TCF, Privacy Manager brings to CTVs the granular controls common on laptop/mobile interfaces to CTVs. The easy-to-use interface is accessible within the TV’s settings menu and allows the consumer to control their data sharing at the specific partner level. In addition to the privacy controls already present, Privacy Manager addresses the issue of filling compliance gaps with third-party CTV advertising by integrating the Interactive Advertising Bureau TCF with world-wide TV platforms and making that framework available to publishers and advertising vendors.

Our Customers

Our customers consist of brands, agencies, content programmers, publishers and measurement and advertising vendors. For the year ended December 31, 2020, we had 274 customers. We define a customer as a party with whom we have a billing relationship that generates at least $1,000 Contribution ex-TAC.

Many of the advertising agencies that we work with are owned by holding companies, where decision-making is generally highly decentralized such that purchasing decisions are made, and relationships with marketers are located, at the agency, local branch or division level. Accordingly, branches and divisions of a customer are not considered distinct customers unless we have a direct billing relationship with that branch of agency. We contract with our customers either through licensing and service agreements or insertion orders. For Data products, our agreements typically have a 12-month term with autorenewal provisions. For Audience agreements, insertion orders are generally terminable at any time by the customer upon specified notice periods, typically ranging from two to 14 days, without penalty.

 

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Sales and Marketing

We sell our Audience and Data products through a direct sales team focused on business development across all markets, including sales to new customers and revenue growth within existing customers. Generally, we align individual salespersons with specific customer accounts and verticals. We provide dedicated customer support and work with customers as they set up and optimize their campaigns, assist with delivery against key performance indicators and goals, and provide post-campaign support and recommendations.

Our marketing efforts are focused on increasing awareness and consideration for our brand, executing thought-leadership initiatives, participating in industry events, creating comprehensive sales support materials and generating new customer leads. We seek to accomplish these objectives by presenting at industry conferences, hosting customer conferences, publishing white papers and research, public relations activities, advertising campaigns and social media presence.

Competition

Our industry is highly competitive and fragmented. We expect advertising spend to continue to shift from linear TV to CTV, and as such we expect new competition to continue to intensify for viewership and for advertising spend. In this respect, we compete against CTV offerings, such as Samsung, LG and Vizio, as well as connected devices such as Roku, Google’s Chromecast, Amazon Fire TV and Apple TV. We compete for advertising spend with these competitors as well as with OTT streaming services such as Hulu and YouTube TV, as such services are able to monetize across a variety of devices and consumers may engage with their content through devices other than TVs. We also compete with other measurement and analytics providers, and managed services providers. Our competitors may offer more attractive alternatives to attract and retain marketers, such as larger audiences or better advertising formats. In addition, any of our TV OEM partners may elect to create their own ACR software offering and terminate their relationship with us.

We believe our long history and time in the market with customers has given us significant advantages in terms of platform development and expertise, as well as a long development lead ahead of new entrants. We compete primarily based on the performance of campaigns running on our platform, capabilities of our platform, our identity resolution capabilities, our omnichannel capabilities, our advanced data analytics and reporting capabilities and the perceived value marketers obtain from us relative to the cost of our solutions.

Intellectual Property

We believe that our intellectual property rights are valuable and important to our business. We rely on trademarks, patents, copyrights, trade secrets, license agreements, intellectual property assignment agreements, confidentiality procedures, non-disclosure agreements, and employee non-disclosure and invention assignment agreements to establish and protect our proprietary rights.

We have invested in a patent program to identify and protect our strategic intellectual property. As of September 30, 2021, we owned 47 issued patents and 14 pending, allowed or published but not yet issued patent applications in the United States and in foreign jurisdictions. We cannot be certain that our patent applications will be issued or that any issued patents will provide us with any competitive advantage or will not be challenged by third parties. Our issued U.S. patents begin to expire in 2029. We will continue to file and prosecute patent applications when appropriate to attempt to protect our rights in our proprietary technologies.

We own and utilize the trade name “Samba TV” and the Samba TV logo and trademark on all of our products. We believe that having distinctive marks that are registered and readily identifiable is an important factor in identifying our brand. As of September 30, 2021, we held seven registered trademarks in the United States and 31 registered trademarks in foreign jurisdictions. We also have common law rights in some trademarks and pending trademark applications in foreign jurisdictions. In addition, we have registered domain names for websites that we use in our business, such as www.samba.tv.

 

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In addition to the foregoing protections, we generally control access to, and use of, our proprietary and other confidential information, through the use of internal and external controls, including contractual protections with employees, brands, agencies, publishers, and others. We often rely on licenses of intellectual property for use in our business. If we fail to protect and enforce our intellectual property rights adequately, our competitors might gain access to our technology, we may not receive any return on the resources expended to create or acquire the intellectual property or generate any competitive advantage based on it, and our brand, business, financial condition and results of operations may be harmed. See the section titled “Risk Factors—Risks Related to Intellectual Property” for more information.

Government Oversight, Regulation and Privacy Practices

We are subject to a variety of U.S. federal and state laws that are central to our business, many of which are still evolving and could be interpreted in ways that could harm our business. These laws and regulations may involve privacy, data protection, data security, content regulation, intellectual property, competition, consumer protection, payment processing, environmental matters, taxation and other subjects. These laws and regulations could require burdensome disclosure to consumers or visitors to our website and restrict our ability to use or share consumer information. Further, these laws and regulations are often complex, sometimes contradict other laws, and are frequently evolving. Laws and regulations may be interpreted and enforced in different ways in various locations around the world, posing a significant challenge to our global business.

The regulatory framework for data protection, privacy and information security is evolving rapidly. For example, the CCPA went into effect on January 1, 2020. The CCPA requires covered companies to, among other things, provide disclosures to California consumers and afford such consumers abilities to opt-out of certain sales of personal information. Additionally, a new privacy law that significantly modifies the CCPA, the CPRA, was passed by California voters in November 2020, and will go into effect on January 1, 2023. Aspects of the CCPA, the CPRA and other laws and regulations relating to data protection, privacy, and information security, as well as their enforcement, remain unclear, and we may be required to modify our practices in an effort to comply with them. Foreign data protection, privacy, consumer protection, content regulation and other laws and regulations, such as the GDPR in the European Union, are often more restrictive or burdensome than those in the United States. The CCPA and CPRA could mark the beginning of a trend toward more stringent privacy legislation in the United States. The CCPA has already prompted a number of proposals for federal and state privacy legislation that, if passed, could increase our potential liability, add layers of complexity to compliance in the U.S. market, increase our compliance costs and adversely affect our business.

Violation of future regulatory orders, settlements or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our business, financial condition and results of operations. For additional information, see the section titled “Risk Factors—Regulatory, Legal and Tax-Related Risks” and “Risk Factors—Risks Related to Cybersecurity, Reliability and Data Privacy.”

Human Capital

As of September 30, 2021, we had 262 employees, including 59 employees employed outside of the United States. We also engage contractors and consultants. None of our employees are represented by a labor union or covered under a collective bargaining agreement. We have not experienced any work stoppages due to employee disputes, and we consider our relationship with our employees to be good. In our efforts to manage our human capital, we seek to identify, attract and retain employees who are aligned with and will help us progress towards our mission, and we aim to provide competitive compensation.

Facilities

Our corporate headquarters is located in San Francisco, California, and consists of approximately 30,000 square feet of office space pursuant to a lease that expires in February 2023. We also lease additional

 

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corporate facilities and co-working spaces in Amsterdam, London, Taipei and Warsaw, as well as in Atlanta, Georgia; Austin, Texas; Chicago, Illinois; Detroit, Michigan; Incline Village, Nevada; Los Angeles, California; and New York, New York.

We lease all of our facilities and do not own any real property. We believe that our existing facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available as and when needed.

Legal Proceedings

We are currently, and in the future may continue to be, subject to litigation, claims and assertions incidental to our business, including patent infringement litigation, as well as other litigation of a non-material nature in the ordinary course of business. We believe that the outcome of any existing litigation, either individually or in the aggregate, will not have a material impact on our business, financial condition, results of operations or cash flows.

Alphonso Inc. v. Samba TV, Inc.

On August 8, 2018, Alphonso filed a complaint in the United States District Court for the District of Delaware against us alleging infringement of two of Alphonso’s patents, and seeking damages and a permanent injunction barring us from selling infringing products. Alphonso additionally asserted a claim under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), alleging false advertising by us and seeking damages and a permanent injunction barring us from making false and/or misleading representations about our commercial activities or business relationship with Sharp and/or HiSense. On October 1, 2018, we filed our answer and counterclaim, denying all allegations and asserting a claim under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), alleging false advertising by Alphonso. On June 26, 2019, the Court granted our motion to invalidate one of Alphonso’s patents (U.S. Patent No. 9,838,755), finding that the patent was patent ineligible under 35 U.S.C. § 101. As a consequence, Alphonso stayed all claims in order to appeal the Court’s ruling under F.R.C.P. 54(b). Briefing on the appeal was completed in April 2020; oral argument took place in August 2020. In September 2020, the Federal Circuit summarily affirmed the finding that the first patent was patent ineligible. In January 2021, the district court lifted the stay of the case as to the remaining patent (U.S. Patent No. 8,677,384) and false advertising claims. A jury trial on the matter is currently set for October 2022. On August 30, 2021, the Court stayed the case pending the Court’s resolution of our motion for judgment on the pleadings as to the ’384 patent.

Roku, Inc. v. Samba TV, Inc.

On October 17, 2018, Gracenote Inc. filed a complaint against us in the United States District Court for the District of Delaware, alleging that we had infringed and continue to infringe four of Gracenote’s patents and seeking damages and a permanent injunction barring us from selling infringing products. On December 11, 2019, the district court denied our motion to dismiss the case for patent ineligibility. In April 2020, the district court granted the parties’ request to stay the case due to COVID-related discovery challenges. In parallel, in December 2019, we requested inter-partes review (IPR) of the four patents at issue by the Patent Trial and Appeal Board of the USPTO. On June 5, 2020 the USPTO denied IPR institution with regard to three of the patents, and on June 17, 2020 instituted IPR on seven claims of the fourth (U.S. Patent No. 8,171,030). In response, Gracenote agreed to cancel five of the asserted claims in that patent and sought to add a new amended claim. In June 2021, the PTAB issued a final written decision (i) confirming Gracenote’s decision to cancel five of the claims at issue, (ii) denying Gracenote’s motion to amend to add a new claim and (iii) determining that the remaining two asserted claims were not proven to be unpatentable. The district court case resumed in July 2021. During the stay, Gracenote transferred its ACR business and each of the asserted patents to Roku. Accordingly, Roku replaced Gracenote as plaintiff. Roku filed an amended complaint in September 2021, removing its infringement allegations as to the ’030 patent and U.S. Patent No. 9,407,962, adding infringement allegations as to U.S. Patent No. 10,977,307, and seeking damages and a permanent injunction barring us from selling infringing products. Roku’s infringement contentions were served at the end of August 2021, our invalidity contentions are due in December 2021, a claim construction hearing is set for April 2022, fact discovery closes in July 2022, expert discovery closes in November 2022, and a jury trial is set for June 2023.

 

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MANAGEMENT

The following table sets forth information regarding our executive officers and directors as of September 30, 2021:

 

Name

  

Age

  

Position(s)

Executive Officers

     

Ashwin Navin

   44    Chief Executive Officer and Director

Michael Farrow

   54    Chief Financial Officer

Alvir Navin

   42    Chief Operating Officer and Director

Charley Lanusse

   52   

Chief Technology Officer

Maulik Shah

   42    General Counsel

Non-Employee Directors

     

Howard Hartenbaum

   55    Director

Divya Ghatak

   51    Director

Jeremi Gorman

   44    Director

Jon Kirchner

   53    Director

V. Sue Molina

   73    Director

 

(1)

Member of the audit committee

 

(2)

Member of the compensation committee

 

(3)

Member of the nominating and corporate governance committee

Executive Officers

Ashwin Navin. Mr. Ashwin Navin co-founded Samba TV and has served as our Chief Executive Officer, Co-Founder and as a member of our board of directors since November 2008. He holds a dual B.A. in Government and Economics from Claremont McKenna College.

We believe Mr. Ashwin Navin is qualified to serve on our board of directors because he has a strong background in finance and because of his experience working with startup and technology companies.

Michael Farrow. Mr. Farrow has served as our Chief Financial Officer since September 2019. Previously, he was employed at Vendini, serving as Chief Financial Officer from October 2016 to September 2019, and at CloudMade, serving as Chief Financial Officer from May 2011 to December 2016. Mr. Farrow holds an MBA from the University of Southern California Marshall School of Business and a B.S. in Finance from the University of Arizona.

Alvir Navin. Mr. Alvir Navin co-founded Samba TV and has served as our Chief Operating Officer since June 2021 and on our board of directors since May 2021, as Senior Vice President of Operations from December 2016 through June 2021, and as our Vice President of Client Services from 2008 to December 2016. He was also an early employee of BitTorrent Inc., where he served as a Director, Content Services. Mr. Alvir Navin attended the University of California, Davis to pursue a B.A. in Philosophy & Religious Studies. Mr. Alvir Navin chose to exit university early to pursue a career in the entertainment industry.

We believe Mr. Alvir Navin is qualified to serve on our board of directors because he has a strong background in client services, entertainment, digital media, the advertising ecosystem and organizational operations.

Charley Lanusse. Mr. Lanusse has served as our Chief Technology Officer since August 2021, and served as our Vice President of Engineering from January 2018 to August 2021, as a Senior Director of Product Management from February 2017 to January 2018, as Chief of Staff of Engineering from April 2016 to February 2017 and as a Principal Software Engineer from March 2016 to April 2016.

 

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Maulik Shah. Mr. Shah has served as our General Counsel since February 2021. Previously, he served as our Head of Legal from November 2020 to February 2021 and as an Associate General Counsel from September 2019 through October 2020. Prior to that, Mr. Shah was employed at PricewaterhouseCoopers as a Director in the Office of the General Counsel from October 2018 to September 2019, at Auris Health, Inc. as Senior IP Transactions Counsel from July 2017 to October 2018, at Adobe Systems, Inc. as Legal Counsel from June 2016 to July 2017, and as an Associate at Arnold & Porter LLP from April 2011 to June 2016. Mr. Shah holds a J.D. from Harvard Law School, an M.S. in Aeronautical and Astronautical Engineering from Stanford University, and a B.S. in Mechanical Engineering from Yale University.

Non-Employee Directors

Howard Hartenbaum. Mr. Hartenbaum has served on our board of directors since December 2018. Mr. Hartenbaum has served as general partner of August Capital, a venture capital firm, since May 2008. Prior to August Capital, Mr. Hartenbaum served in various executive, engineering, and financial positions, including general partner at Draper Richards LP, an investment firm. Mr. Hartenbaum holds a B.S. in Mechanical Engineering from the Massachusetts Institute of Technology.

We believe Mr. Hartenbaum is qualified to serve as a member of our board of directors because of his extensive experience in the venture capital industry and his knowledge of technology companies.

Divya Ghatak. Ms. Ghatak has served on our board of directors since June 2021. She has served as the Chief People Officer of SentinelOne, Inc., a cybersecurity company, since August 2019. Previously, she led HR globally as Vice President, People at Nevro Corp., a global medical technology company, from April 2017 to June 2019, and she served as Chief People Officer at GoodData Corporation, a data analytics software company, from January 2014 to March 2017. Ms. Ghatak holds a B.A. in Economics from Delhi University in India and an M.A. in Personnel Management and Industrial Relations from the Tata Institute of Social Sciences in India.

We believe Ms. Ghatak is qualified to serve on our board of directors because she has a proven expertise in helping companies of our size grow and manage talent.

Jeremi Gorman. Ms. Gorman has served on our board of directors since January 2021. She also served as Chief Business Officer at Snap Inc. since November 2018. Previously, Ms. Gorman was employed at Amazon.com, Inc., serving as Head of Global Field Advertising Sales, Amazon Advertising, from June 2018 to November 2018, as Head of Field Advertising Sales, United States, from April 2015 to June 2018, and as Head of Entertainment Advertising Sales from April 2012 to April 2015. Ms. Gorman holds a B.A. in Sociology from the University of California, Los Angeles.

We believe Ms. Gorman is qualified to serve on our board of directors because of her strong background in sales and because of her extensive experience working with technology companies.

Jon Kirchner. Mr. Kirchner has served on our board of directors since July 2012. He has served as the Chief Executive Officer of Xperi Corporation since June 2017 and as director at Xperi Holding Corporation since June 2020. Previously, Mr. Kirchner was President of Xperi Corporation following the completion of the acquisition of DTS in December 2016. At DTS, he served as the company’s Chief Executive Officer from 2001 until the acquisition and chairman of the company’s board of directors from 2010 until the acquisition. Mr. Kirchner holds a B.A. in Economics from Claremont McKenna College.

We believe Mr. Kirchner is qualified to serve on our board of directors because he has a strong background in technology and because he has been a leader in the technology space for over 17 years.

V. Sue Molina. Ms. Molina has served on our board of directors since November 2021. Previously, she served on the boards of directors of Xperi Corporation from February 2018 to May 2020 and DTS, Inc. from

 

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January 2008 to October 2016. Ms. Molina worked in public accounting for 27 years. From 1997 until May 2004, Ms. Molina was a tax partner at Deloitte, an international accounting firm, and prior to joining Deloitte, she was a tax partner at EY, an international accounting firm, where she was employed for 20 years. Ms. Molina holds a B.S. in Business Administration and an M.S. in Accounting from the University of Arizona.

We believe that Ms. Molina is qualified to serve as a member of our board of directors because of her extensive accounting and financial expertise, her experience in advising boards and her past service on boards of public companies.

Family Relationships

Mr. Ashwin Navin and Mr. Alvir Navin, each an executive officer and director, are brothers. There are no other familial relationships among any of our executive officers listed above or directors.

Code of Business Conduct and Ethics

Our board of directors intends to adopt a code of business conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, as well as our contractors, consultants and agents. Following this offering, the full text of our code of business conduct and ethics will be posted on the investor relations page on our website at www.samba.tv. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website identified above, or in filings under the Exchange Act.

Board of Directors

Our business and affairs are managed under the direction of our board of directors. Our board of directors currently consists of seven directors. Pursuant to our current certificate of incorporation and voting agreement, our current directors were elected as follows:

 

   

Messrs. Ashwin Navin and Alvir Navin were elected as the designees nominated by holders of our common stock;

 

   

Mr. Hartenbaum was nominated as the designee nominated by holders of a majority of our Series A preferred stock; and

 

   

Mr. Kirchner and Mses. Gorman and Ghatak were the designees nominated by holders of a majority of our common stock, Series A preferred stock, Series B preferred stock and Series C preferred stock.

Our voting agreement will terminate and the provisions of our current certificate of incorporation by which our directors were elected will be amended and restated in connection with this offering. After this offering, the number of directors will be fixed by our board of directors, subject to the terms of our certificate of incorporation and bylaws. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Classified Board

We intend to adopt an amended and restated certificate of incorporation that will be in effect upon the closing of this offering. Our certificate of incorporation will provide that our board of directors will be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual

 

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meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our current directors will be divided among the three classes as follows:

 

   

the Class I directors will be Messrs. Ashwin Navin and Kirchner, and their terms will expire at the annual meeting of stockholders to be held in 2022;

 

   

the Class II directors will be Ms. Molina and Messrs. Hartenbaum and Alvir Navin, and their terms will expire at the annual meeting of stockholders to be held in 2023; and

 

   

the Class III directors will be Mses. Ghatak and Gorman, and their terms will expire at the annual meeting of stockholders to be held in 2024.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The classification of our board of directors with staggered three-year terms may have the effect of delaying or preventing changes in control of our company. See the section titled “Description of Capital Stock—Anti-Takeover Effects of Certain Provisions of Delaware Law, Our Certificate of Incorporation and Our Bylaws.”

Director Independence

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Messrs. Hartenbaum and Kirchner and Mses. Ghatak, Gorman and Molina, representing five of our seven directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the listing standards of the New York Stock Exchange. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until the earlier of their resignation or removal by our board of directors in its discretion.

Audit Committee

Upon the effectiveness of the registration statement of which this prospectus forms a part, the members of our audit committee will be                 ,                  and                 , with                  serving as chairperson, each of whom meets the requirements for independence under the rules and regulations of the SEC and the listing standards of the New York Stock Exchange applicable to audit committee members. Each member of our audit committee also meets the financial literacy requirements of the listing standards of                 . In addition, our board of directors has determined that                  is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. Following completion of this offering, our audit committee will, among other things:

 

   

select, retain, compensate, evaluate, oversee and, where appropriate, terminate our independent registered public accounting firm;

 

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review and approve the scope and plans for the audits and the audit fees and approve all non-audit and tax services to be performed by the independent auditor;

 

   

evaluate the independence and qualifications of our independent registered public accounting firm;

 

   

review our financial statements, and discuss with management and our independent registered public accounting firm the results of the annual audit and the quarterly reviews;

 

   

review and discuss with management and our independent registered public accounting firm the quality and adequacy of our internal controls and our disclosure controls and procedures;

 

   

discuss with management our procedures regarding the presentation of our financial information, and review earnings press releases and guidance;

 

   

oversee the design, implementation and performance of our internal audit function, if any;

 

   

set hiring policies with regard to the hiring of employees and former employees of our independent auditor and oversee compliance with such policies;

 

   

review, approve and monitor related party transactions;

 

   

adopt and oversee procedures to address complaints regarding accounting, internal accounting controls and auditing matters, including confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

 

   

review and discuss with management and our independent auditor the adequacy and effectiveness of our legal, regulatory and ethical compliance programs; and

 

   

review and discuss with management and our independent auditor our guidelines and policies to identify, monitor and address enterprise risks.

Our audit committee will operate under a written charter, to be effective upon the effectiveness of the registration statement of which this prospectus forms a part, that satisfies the applicable rules and regulations of the SEC and the listing standards of the New York Stock Exchange.

Compensation Committee

Upon the effectiveness of the registration statement of which this prospectus forms a part, the members of our compensation committee will be                 ,                  and                 , with                  serving as chairperson, each of whom meets the requirements for independence under the rules and regulations of the SEC and the listing standards of the New York Stock Exchange applicable to compensation committee members. Following completion of this offering, our compensation committee will, among other things:

 

   

review, approve or make recommendations to our board of directors regarding the compensation for our executive officers, including our chief executive officer;

 

   

review, approve and administer our incentive arrangements and equity incentive plans;

 

   

establish and review the compensation plans and programs of our employees; and

 

   

approve or make recommendations to our board of directors regarding any clawback policy.

 

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Our compensation committee will operate under a written charter, to be effective upon the effectiveness of the registration statement of which this prospectus forms a part, that satisfies the applicable rules and regulations of the SEC and the listing standards of the New York Stock Exchange.

Nominating and Corporate Governance Committee

Upon the effectiveness of the registration statement of which this prospectus forms a part, the members of our nominating and corporate governance committee will be                 ,                  and                 , with                  serving as chairperson, each of whom meets the requirements for independence under the listing standards of the New York Stock Exchange. Following completion of this offering, our nominating and corporate governance committee will, among other things:

 

   

review and assess and make recommendations to our board of directors regarding desired qualifications, expertise and characteristics sought of board members;

 

   

identify, evaluate, select or make recommendations to our board of directors regarding nominees for election to our board of directors;

 

   

develop policies and procedures for considering stockholder nominees for election to our board of directors;

 

   

review our succession planning process for our chief executive officer and any other members of our executive management team;

 

   

review and make recommendations to our board of directors regarding the composition, organization and governance our board of directors and its committees;

 

   

make recommendations to our board of directors regarding non-employee director compensation;

 

   

review and make recommendations to our board directors regarding our corporate governance guidelines and corporate governance framework;

 

   

oversee director orientation for new directors and continuing education for our directors;

 

   

oversee the evaluation of the performance of our board of directors and its committees;

 

   

monitor compliance with any stock ownership guidelines;

 

   

review and monitor compliance with our code of business conduct and ethics, and review conflicts of interest of our board members and officers other than related party transactions reviewed by our audit committee; and

 

   

administer policies and procedures for communications with the non-management members of our board of directors.

Our nominating and corporate governance committee will operate under a written charter, to be effective upon the effectiveness of the registration statement of which this prospectus forms a part, that satisfies the applicable listing standards of the New York Stock Exchange.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee are                 ,                  and                 . None of the members of our compensation committee is or has been an officer or employee of our company. None of our

 

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executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Director Compensation

The table below sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for the year ended December 31, 2020 for their service on our board of directors. Ashwin Navin, Alvir Navin and David Harrison are members of our board of directors or were members of our board of directors for the year ended December 31, 2020, but they have not received any additional compensation for their service as directors in addition to the compensation they have received as employees. The compensation received by Ashwin Navin and Alvir Navin as employees is set forth in the section titled “Executive Compensation.” Mr. Harrison is currently a non-executive consultant and his compensation is set forth in the table below. Howard Hartenbaum did not receive any compensation for his service as a director for the year ended December 31, 2020. Jeremi Gorman and Divya Ghatak were appointed to the board of directors in January and June of 2021, respectively.

 

Name

   Option
Awards

($)(1)
     All Other
Compensation

($)(2)
     Total
($)
 

David Harrison

     83,403        172,232        255,635  

Jon Kirchner

     267,200               267,200  

 

(1)

The amounts reported in the “Option Awards” column represent the aggregate grant-date fair value of the stock options granted to our directors in the year ending December 31, 2020, calculated in accordance with ASC Topic 718, rather than the amounts paid or realized by such directors. The assumptions used in calculating the grant-date fair value of the stock options reported in this column are set forth in Note 2 to our consolidated financial statements included elsewhere in this prospectus.

 

(2)

The amount in the “All Other Compensation” column for Mr. Harrison represents his base salary earned by him in the year ending December 31, 2020 for his role as Chief Technology Officer.

The following table lists all outstanding equity awards held by non-employee directors serving during 2020 and Mr. Harrison as of December 31, 2020:

 

                Option Awards     Stock Awards  

Name

  Grant
Date(1)
    Vesting
Commencement
Date
    Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
    Option
Exercise
Price
($)(2)
    Option
Expiration
Date
    Number
of shares
or units
of stock
that have
not
vested
(#)(3)
    Market
value

of shares
or units
of stock
that have
not

vested
($)(4)
 

David Harrison

    10/22/2020       09/01/2020                               7,709 (5)   

Jon Kirchner

    01/28/2020       02/28/2020       16,666 (6)      63,334       3.34       01/27/2030              

 

(1)

The outstanding equity award listed in the table above for Mr. Kirchner was granted pursuant to our 2011 Plan, and the outstanding equity award listed in the table above for Mr. Harrison was granted pursuant to our 2020 Plan.

 

(2)

This column represents the option exercise price per share of our Class A common stock on the grant date, as determined by our board of directors.

 

(3)

The amounts in this column reflect restricted shares acquired upon the early-exercise of options that remain subject to vesting conditions and forfeiture.

 

(4)

The market price of our Class A common stock is based upon the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus.

 

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(5)

The vesting conditions are satisfied, subject to Mr. Harrison’s continued role as a service provider to us, as to 1/48th of the total shares on October 1, 2020 with 1/48th of the total shares vesting monthly thereafter. If there is a change in control and if, within 12 months following such change in control, Mr. Harrison’s employment is terminated by us other than for cause, then, subject to Mr. Harrison’s timely execution and non-revocation of a release of claims in favor of us and our affiliates, all of the unvested shares subject to this award will become vested shares as of the effective date of Mr. Harrison’s termination.

 

(6)

The options held by Mr. Kirchner vest in monthly installments over four years, in each case subject to Mr. Kirchner’s continued service with us through each applicable vesting date. Mr. Kirchner’s unvested options will fully vest upon a change in control.

On January 22, 2021, Jeremi Gorman received options to purchase a total of 106,800 shares of our Class A common stock under our 2020 Plan. The options vest in monthly installments over four years commencing on February 22, 2021, in each case subject to Ms. Gorman’s continued service with us through each applicable vesting date. Ms. Gorman’s unvested options will fully vest upon a change in control.

On June 3, 2021, Divya Ghatak received options to purchase a total of 106,800 shares of our Class A common stock under our 2020 Plan. The options vest in monthly installments over four years commencing on July 3, 2021, in each case subject to Ms. Ghatak’s continued service with us through each applicable vesting date. Ms. Ghatak’s unvested options will fully vest upon a change in control.

Prior to this offering, we did not have a formal policy with respect to compensation payable to our non-employee directors for service as directors and our non-employee directors received periodic grants of option awards. We anticipate adopting a formal compensation policy for our non-employee directors, which will govern their cash and equity compensation following the completion of this offering.

Outside Director Compensation Policy

In October 2021, our board of directors has adopted our Outside Director Compensation Policy, or Director Compensation Policy, which will become effective upon our initial public offering.

Our Director Compensation Policy sets guidelines for the compensation of our non-employee directors for their service as director. The cash and equity components of our compensation policy for non-employee directors are set forth below:

 

Position

   Annual
Cash
Retainer
 
Base Director Fee    $ 40,000  
Lead Independent Director or Chair of Board Fee    $ 15,000  
Additional Chairperson Fee   

Chair of the Audit Committee

   $ 20,000  

Chair of the Compensation Committee

   $ 15,000  

Chair of the Nominating Committee

   $ 10,000  
Additional Committee Member Fee (excluding chairpersons)   

Audit Committee

   $ 10,000  

Compensation Committee

   $ 7,500  

Nominating Committee

   $ 5,000  

Under our Director Compensation Policy, each non-employee director who served prior to its effective date will not receive an equity award until our first annual meeting that occurs after the director’s existing equity awards become fully vested. On the date of each annual meeting following the effective date of our Director Compensation Policy (subject to the eligibility guidelines referred to in the prior sentence), each non-employee director automatically will receive an annual award of restricted stock units having a value of $130,000. The annual award will vest in full on the earlier to occur of the one-year anniversary of its grant date or the date prior to the date of the annual meeting next occurring following the grant date.

 

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Upon first becoming a non-employee director following our first annual meeting after the effective, each non-employee director automatically receives an initial award of restricted stock units covering a pro-rata portion of the $130,000 annual award to account for services between the start date and our next annual meeting. A non-employee director does not receive this initial award if the appointment occurs at an annual meeting. All equity awards under our Director Compensation Policy will accelerate and vest on a change in control.

Limitation of Liability and Indemnification of Officers and Directors

We expect to adopt an amended and restated certificate of incorporation, which will be in effect upon the closing of this offering, and which will contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the Delaware General Corporation Law (DGCL). In addition, if the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.

In addition, we expect to adopt amended and restated bylaws, which will become effective as of the closing of this offering, and which will provide that we will indemnify our directors and officers, and may indemnify our employees, agents and any other persons, to the fullest extent permitted by the DGCL. Our bylaws will also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, we have entered into or will enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses reasonably and actually incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors or officers, or is or was one of our directors or officers serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

 

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EXECUTIVE COMPENSATION

Our named executive officers, consisting of our principal executive officer and the next two most highly compensated executive officers (other than our principal executive officer), as of December 31, 2020, were:

 

   

Ashwin Navin, our Chief Executive Officer;

 

   

Michael Farrow, our Chief Financial Officer; and

 

   

Alvir Navin, our Chief Operating Officer.

Summary Compensation Table for Fiscal 2020

The following table sets forth information regarding the compensation awarded to, earned by or paid to our named executive officers for the fiscal year ended December 31, 2020:

 

Name and

Principal Position

   Year      Salary
($)
    Option
Awards(1)

($)
     Non-Equity
Incentive Plan
Compensation(2)

($)
     Total
($)
 

Ashwin Navin

     2020        98,929 (3)      669,403        82,710        851,042  

Chief Executive Officer

             

Michael Farrow

     2020        175,000 (4)      484,300        91,900        751,200  

Chief Financial Officer

             

Alvir Navin

     2020        161,458 (5)      484,300        91,900        737,658  

Chief Operating Officer

             

 

(1)

The amounts reported in the “Option Awards” column represent the aggregate grant-date fair value of the stock options granted to our named executive officers in the year ending December 31, 2020, calculated in accordance with ASC Topic 718, rather than the amounts paid or realized by such named executive officers. The assumptions used in calculating the grant-date fair value of the stock options reported in this column are set forth in Note 2 to our consolidated financial statements included elsewhere in this prospectus.

 

(2)

The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent semi-annual cash bonuses that were earned by each named executive officer in the year ending December 31, 2020 under our executive bonus plan. See the section titled “Non-Equity Incentive Plan Compensation” for additional information on our executive bonus plan.

 

(3)

Mr. Ashwin Navin took a temporary salary reduction in April 2020 from his base salary of $310,000 to $54,080 in response to the anticipated impacts of the COVID-19 pandemic on the business and further reductions on July 1, 2020 to $155,000 and on July 16, 2020 to $3,168. In connection with the salary reductions, Mr. Ashwin Navin received option awards having a grant date fair market value of $201,803. His base salary of $310,000 was reinstated in January 2021.

 

(4)

Mr. Farrow took a temporary salary reduction in April 2020 from his base salary of $250,000 to $200,000 in response to the anticipated impacts of the COVID-19 pandemic on the business and a further reduction in July 2020 to $125,000. In connection with the salary reductions, Mr. Farrow received option awards having a grant date fair market value of $83,500. His base salary of $250,000 was reinstated in January 2021.

 

(5)

Mr. Alvir Navin took a temporary salary reduction in July 2020 from his base salary of $250,000 to $125,000 in response to the anticipated impacts of the COVID-19 pandemic on the business. In connection with the salary reduction, Mr. Alvir Navin received option awards having a gr