Rumble Inc. (Nasdaq: RUM) (“Rumble” or the “Company”), the
video-sharing platform and cloud services provider, today announced
financial results for the fiscal third quarter ended September 30,
2024.
Q3 2024 Key Highlights and Key
Items
- Revenue for the
third quarter was $25.1 million, a sequential increase of 12% from
$22.5 million in the second quarter of 2024, and an increase of 39%
compared to $18.0 million in the third quarter of 2023.
- Average global
Monthly Active Users (“MAUs”) of 67 million in the third quarter of
2024, compared to 53 million in the second quarter of 2024. This
represents the eleventh consecutive quarter above 40 million
average global MAUs on the platform. We believe that the increase
from the second quarter of 2024 is attributable to a rise in
interest in political content in the third quarter of 2024. Of the
67 million MAUs, 43 million were based in the U.S. and Canada.
- Average Revenue
Per User (“ARPU”) for the third quarter of 2024 was $0.33, compared
to $0.37 in the second quarter. Given that we are currently in the
early stages of monetizing our user base, we expect to see some lag
in revenue relative to users, particularly during periods of high
user growth. As a result, in the third quarter Rumble saw a
decrease in ARPU as revenue growth slightly lagged strong MAU
growth from the lead-up to the United States presidential
election.
- Net Loss for the
third quarter was $31.5 million compared to a loss of $29.0 million
in the third quarter of 2023.
- Adjusted EBITDA,
a newly introduced non-GAAP financial measure, was a loss of $23.5
million in the third quarter of 2024, representing an improvement
of $11.9 million compared to the third quarter of 2023.
- As of September
30, 2024, Rumble’s balance of cash, cash equivalents and marketable
securities was approximately $132.0 million.
- Quarterly
decrease in cash, cash equivalents and marketable securities has
improved in each of the last four quarters (in millions):
Q4 2023 |
Q1 2024 |
Q2 2024 |
Q3 2024 |
$ |
(47.5 |
) |
$ |
(35.6 |
) |
$ |
(29.6 |
) |
$ |
(22.3 |
) |
- Rumble Cloud
announced a partnership with the Miami Dolphins and Hard Rock
Stadium, marking a major milestone for Rumble Cloud by onboarding
one of the NFL’s premier franchises.
- Rumble joined
the social media platform X in a lawsuit alleging a conspiracy to
withhold advertising revenue from Rumble and other digital media
platforms. In its filing in the U.S. District Court for the
Northern District of Texas, Rumble named as defendants the World
Federation of Advertisers, as well as the advertising agency WPP
and its subsidiary GroupM Worldwide. Subsequent to quarter end,
Rumble added Diageo as a defendant in the lawsuit.
- Announced the
launch of the Rumble app on Xbox, an exciting expansion of Rumble’s
video distribution capabilities, further bolstering the independent
creator economy while providing enhanced experiences for Rumble
viewers.
- Continued to
ramp advertising inventory with mid-roll ads introduced across web,
mobile apps and connected TV apps.
- Fully launched
Rumble Premium, Rumble’s advertising-free experience. The
subscription revenue complements our growing advertising revenue
stream.
- According to
Streams Charts, Rumble logged a record for concurrent live viewers
on the platform, as well as new records for the number of
concurrent creator streams and peak bandwidth consumption during
the September 10, 2024 American presidential debate between
President Donald Trump and Vice President Kamala Harris.
Subsequent Events
- On November 5,
2024, the Company broke records across the board, including
advertising revenue through Rumble Advertising Center (RAC), new
Rumble Premium subscribers, and live peak viewers during night of
the coverage of the U.S. presidential election, according to Stream
Charts.
- On November 5,
2024, the Company announced the addition of Steven Crowder’s
MugClub, one of the largest subscription communities on the
internet, to Rumble Premium. Subscribers of Rumble Premium will now
enjoy the benefits of a ‘no ad’ experience in addition to the full
exclusive content library from Steven Crowder.
- As announced on
October 15, 2024, Sticker Mule, a leading online custom merchandise
seller, has become a cloud client and is moving its Artificial
Intelligence processing to the Rumble Cloud and will be using
Rumble’s NVIDIA H100 inventory.
Management Commentary
Rumble's Chairman and CEO Chris Pavlovski
commented, “It has been two years since we made our public debut,
and I can honestly say that I have never been more optimistic about
the opportunity in front of us. We broke records on Election Night.
We delivered record revenues for the third quarter, with $25.1
million, a 39% increase compared to a year ago. On top of record
revenues, our average MAUs were 67 million, the eleventh
consecutive quarter of MAUs north of 40 million. The American
people have spoken. Cancel culture is dead. Free Speech is now
mainstream, and Rumble is in the driver’s seat with the best lineup
of independent creators with the best economics.”
Q3 Financial Summary (Unaudited)
For the three months ended September 30, |
|
2024 |
|
2023 |
|
Variance ($) |
Variance (%) |
|
|
|
|
|
|
|
|
Revenues |
$ |
25,056,904 |
$ |
17,982,150 |
$ |
7,074,754 |
|
39 |
% |
Expenses |
|
|
|
|
|
|
|
Cost of services (content, hosting and other) |
$ |
36,428,951 |
$ |
39,751,475 |
$ |
(3,322,524 |
) |
(8 |
%) |
General and administrative |
|
9,710,935 |
|
9,688,129 |
|
22,806 |
|
0 |
% |
Research and development |
|
4,650,688 |
|
5,111,748 |
|
(461,060 |
) |
(9 |
%) |
Sales and marketing |
|
3,955,552 |
|
3,182,903 |
|
772,649 |
|
24 |
% |
Revenues increased by $7.1 million to $25.1
million in the three months ended September 30, 2024 compared to
the three months ended September 30, 2023, of which $5.9 million
was attributable to an increase in Audience Monetization revenues
and $1.2 million was attributable to higher Other Initiatives. The
increase in Audience Monetization revenues was mainly due to higher
advertising and subscription revenue. The increase in revenue from
Other Initiatives was mostly due to more advertising inventory
being monetized by our publisher network and an increase in cloud
services offered.
Cost of services decreased by $3.3 million to
$36.4 million in the three months ended September 30, 2024 compared
to the three months ended September 30, 2023. The decrease was due
to a decrease in programming and content costs of $5.4 million,
offset by an increase of $1.7 million in share-based compensation
and $0.4 million in other cost of services. The decrease in
programming and content costs was primarily due to a reduction of
$7.9 million in guaranteed creator commitment costs, which was
partially offset by a $2.5 million increase in the creators’ share
of revenue.
General and administrative expenses increased by
$23.0 thousand to $9.7 million in the three months ended September
30, 2024 compared to the three months ended September 30, 2023. The
increase was mainly due to payroll and related expenses offset by a
decrease in other administrative expenses such as public
company-related costs, including legal, insurance, and other
administrative services.
Research and development expenses decreased by
$0.5 million to $4.7 million in the three months ended September
30, 2024 compared to the three months ended September 30, 2023. The
decrease was mainly due to a decrease in payroll and related
expenses of $0.5 million.
Sales and marketing expenses increased by $0.8
million to $4.0 million in the three months ended September 30,
2024 compared to the three months ended September 30, 2023. The
increase was due to an increase in payroll and related expenses of
$0.8 million.
Outlook
In line with our previous statements, we
continue to expect revenue growth for the remainder of 2024. As we
ramp up monetization and maintain discipline around our cost
structure, we continue to expect to move materially towards
Adjusted EBITDA breakeven in 2025.
Capitalization as of September 30, 2024
The table below sets forth Rumble’s fully diluted capitalization
as of September 30, 2024.
|
|
Earnout / Escrow |
Total |
Class A Common Stock |
205,279,982(1) |
78,376,354(2) |
283,656,336 |
Options, warrants &
RSUs |
71,863,590(3) |
28,587,396(4) |
100,450,986 |
Total |
277,143,572 |
106,963,750 |
384,107,322 |
*Table excludes non-economic, voting
shares(5)
|
(1) |
|
Consists of 95,738,079 shares of Class A Common Stock outstanding,
plus 109,541,903 shares of Class A Common Stock issuable upon
exchange of any issued and outstanding exchangeable shares in an
indirect, wholly owned Canadian subsidiary of the Company (the
“ExchangeCo Shares”). |
|
(2) |
|
Pursuant to the terms of our initial business combination in 2022,
certain shareholders are eligible to receive up to an aggregate of
78,376,354 additional shares of Class A Common Stock if the closing
price of the Class A Common Stock is greater than or equal to
$15.00 and $17.50, respectively (with 50% released at each target,
or if the latter target is reached first, 100%) for a period of 20
trading days during any 30 trading-day period. The term will expire
on September 16, 2027. If there is a change in control prior to
September 16, 2027, resulting in a per share price equal to or in
excess of the $15.00 and $17.50 share price milestones not
previously met, then the Company shall issue the earnout shares to
these shareholders. The shares are currently being held in escrow
until the contingency is met and consist of 20,800,886 shares of
Class A Common Stock, ExchangeCo Shares exchangeable for 55,611,718
shares of Class A Common Stock, and 1,963,750 shares of Class A
Common Stock held by the Sponsor subject to forfeiture. |
|
(3) |
|
Consists of 61,387,566 shares of Class A Common Stock issuable
under options outstanding, plus 8,050,000 shares of Class A Common
Stock issuable under warrants outstanding, plus 2,426,024
restricted stock units outstanding. |
|
(4) |
|
Consists of 28,587,396 shares of Class A Common Stock issuable
under options that are subject to the same earnout conditions set
forth in footnote (3) above. The options are currently being held
in escrow until the contingency is met. |
|
(5) |
|
The Company has two classes of non-economic, voting shares that are
issued solely for voting purposes: (i) shares of Class C Common
Stock which are issued in “tandem” with each ExchangeCo Share on a
one-for-one basis, with each such share of Class C Common Stock
intended to give the holder thereof the same voting rights as one
share of Class A Common Stock, but are otherwise non-economic and
(ii) shares of Class D Common Stock, with each share carrying
11.2663 votes per share but are otherwise non-economic, held by the
Company’s founder Chris Pavlovski. |
|
|
|
|
Conference Call Webcast
Information
Rumble will host a conference call at 5:00 p.m.
Eastern Time today, Tuesday, November 12, 2024, to discuss its
quarterly results. Access to the live webcast and replay of the
conference call will be available here and on Rumble's Investor
Relations website at investors.rumble.com under 'News &
Events.’
Chris Pavlovski, the Chairman and CEO of Rumble,
will also be interviewed by Matt Kohrs this evening at 6:30 p.m.
Eastern Time. The interview will be accessible here and streamed
live on the Matt Kohrs Rumble channel at rumble.com/MattKohrs.
Notes on KPIs
Monthly Active Users
("MAUs").
We use MAUs as a measure of audience engagement
to help us understand the volume of users engaged with our content
on a monthly basis. MAUs represent the total web, mobile app, and
connected TV users of Rumble for each month, which allows us to
measure our total user base calculated from data provided by
Google, a third-party analytics provider. Google defines “active
users” as the “[n]umber of distinct users who visited your website
or application.” We have used the Google analytics systems since we
first began publicly reporting MAU statistics, and the resulting
data have not been independently verified.
As of July 1, 2023, Universal Analytics (“UA”),
Google’s analytics platform on which we historically relied for
calculating MAUs using company-set parameters, was phased out by
Google and ceased processing data. At that time, Google Analytics 4
(“GA4”) succeeded UA as Google’s next-generation analytics
platform, which has been used to determine MAUs since the third
quarter of 2023 and which we expect to continue to use to determine
MAUs in future periods. Although Google has disclosed certain
information regarding the transition to GA4, Google does not
currently make available sufficient information relating to its new
GA4 algorithm for us to determine the full effect of the switch
from UA to GA4 on our reported MAUs. Because Google has publicly
stated that metrics in UA “may be more or less similar” to metrics
in GA4, and that “[i]t is not unusual for there to be apparent
discrepancies” between the two systems, we are unable to determine
whether the transition from UA to GA4 has had a positive or
negative effect, or the magnitude of such effect, if any, on our
reported MAUs. It is therefore possible that MAUs that we reported
based on the UA methodology for periods prior to July 1, 2023,
cannot be meaningfully compared to MAUs based on the GA4
methodology in subsequent periods.
Average Revenue Per User
(“ARPU”)
We use ARPU as a measure of our ability to
monetize our user base. Quarterly ARPU is calculated as quarterly
Audience Monetization revenue divided by MAUs for the relevant
quarter (the latter as reported by Google Analytics). ARPU does not
include Other Initiatives revenue.
About Rumble
Rumble is a high-growth video platform and cloud
services provider that is creating an independent infrastructure.
Rumble's mission is to restore the internet to its roots by making
it free and open once again. For more information, visit
corp.rumble.com.
Non-GAAP Financial Measures
To supplement our consolidated financial
statements, which are prepared and presented in accordance with
GAAP, we use certain non-GAAP financial measures, as described
below, to understand and evaluate our core operating performance.
These non-GAAP financial measures, which may be different than
similarly titled measures used by other companies, are presented to
enhance investors’ overall understanding of our financial
performance and should not be considered a substitute for, or
superior to, the financial information prepared and presented in
accordance with GAAP. We use the non-GAAP financial measure of
Adjusted EBITDA, which is defined as net income (loss) excluding
interest income (expense), net, other income (expense), net,
provision for income taxes, depreciation and amortization,
share-based compensation expense, acquisition-related expense,
change in fair value of warrants and change in fair value of
contingent consideration. The Company’s management believes that it
is important to consider Adjusted EBITDA, in addition to net income
(loss), as it helps identify trends in our business that could
otherwise be masked by the effect of the gains and losses that are
included in net income (loss) but excluded from Adjusted
EBITDA.
Adjusted EBITDA should not be considered in
isolation from, or as a substitute for, financial information
prepared in accordance with GAAP. There are a number of limitations
related to the use of Adjusted EBITDA rather than net income
(loss), the nearest GAAP equivalent. As a result of these
limitations, you should consider Adjusted EBITDA alongside other
financial performance measures, including net income (loss) and our
other financial results presented in accordance with GAAP.
Forward-Looking Statements
Certain statements in this press release and the
associated conference call constitute “forward-looking statements”
within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Statements contained in this press release that are
not historical facts are forward-looking statements and include,
for example, results of operations, financial condition and cash
flows (including revenues, operating expenses, and net income
(loss)); our ability to meet working capital needs and cash
requirements over the next 12 months; and our expectations
regarding future results and certain key performance indicators.
Certain of these forward-looking statements can be identified by
using words such as “anticipates,” “believes,” “intends,”
“estimates,” “targets,” “expects,” “endeavors,” “forecasts,” “well
underway,” “could,” “will,” “may,” “future,” “likely,” “on track to
deliver,” “on a trajectory,” “continues to,” “looks forward to,”
“is primed to,” “plans,” “projects,” “assumes,” “should” or other
similar expressions. Such forward-looking statements involve known
and unknown risks and uncertainties, and our actual results could
differ materially from future results expressed or implied in these
forward-looking statements. The forward-looking statements included
in this release are based on our current beliefs and expectations
of our management as of the date of this release. These statements
are not guarantees or indicative of future performance. Important
assumptions and other important factors that could cause actual
results to differ materially from those forward-looking statements
include our ability to grow and manage future growth profitably
over time, maintain relationships with customers, compete within
our industry and retain key employees; the possibility that we may
be adversely impacted by economic, business, and/or competitive
factors; our limited operating history makes it difficult to
evaluate our business and prospects; our recent and rapid growth
may not be indicative of future performance; we may not continue to
grow or maintain our active user base, and may not be able to
achieve or maintain profitability; risks relating to our ability to
attract new advertisers, or the potential loss of existing
advertisers or the reduction of or failure by existing advertisers
to maintain or increase their advertising budgets; Rumble Cloud,
our recently launched cloud services business, may not achieve
success and, as a result, our business, financial condition and
results of operations could be adversely affected; negative media
campaigns may adversely impact our financial performance, results
of operations, and relationships with our business partners,
including content creators and advertisers; spam activity,
including inauthentic and fraudulent user activity, if undetected,
may contribute, from time to time, to some amount of overstatement
of our performance indicators; we collect, store, and process large
amounts of user video content and personal information of our users
and subscribers and, if our security measures are breached, our
sites and applications may be perceived as not being secure,
traffic and advertisers may curtail or stop viewing our content or
using our services, our business and operating results could be
harmed, and we could face governmental investigations and legal
claims from users and subscribers; we may fail to comply with
applicable privacy laws; we are subject to cybersecurity risks and
interruptions or failures in our information technology systems
and, notwithstanding our efforts to enhance our protection from
such risks, a cyber incident could occur and result in information
theft, data corruption, operational disruption and/or financial
loss; we may be found to have infringed on the intellectual
property of others, which could expose us to substantial losses or
restrict our operations; we may face liability for hosting a
variety of tortious or unlawful materials uploaded by third
parties, notwithstanding the liability protections of Section 230
of the Communications Decency Act of 1996; we may face negative
publicity for removing, or declining to remove, certain content,
regardless of whether such content violated any law; paid
endorsements by our content creators may expose us to regulatory
risk, liability, and compliance costs, and, as a result, may
adversely affect our business, financial condition and results of
operations; our traffic growth, engagement, and monetization depend
upon effective operation within and compatibility with operating
systems, networks, devices, web browsers and standards, including
mobile operating systems, networks, and standards that we do not
control; our business depends on continued and unimpeded access to
our content and services on the internet and, if we or those who
engage with our content experience disruptions in internet service,
or if internet service providers are able to block, degrade or
charge for access to our content and services, we could incur
additional expenses and the loss of traffic and advertisers; we
face significant market competition, and if we are unable to
compete effectively with our competitors for traffic and
advertising spend, our business and operating results could be
harmed; we rely on data from third parties to calculate certain of
our performance metrics and real or perceived inaccuracies in such
metrics may harm our reputation and negatively affect our business;
changes to our existing content and services could fail to attract
traffic and advertisers or fail to generate revenue; we derive the
majority of our revenue from advertising and the failure to attract
new advertisers, the loss of existing advertisers, or the reduction
of or failure by existing advertisers to maintain or increase their
advertising budgets would adversely affect our business; we depend
on third-party vendors, including internet service providers,
advertising networks, and data centers, to provide core services;
hosting and delivery costs may increase unexpectedly; we have
offered and intend to continue to offer incentives, including
economic incentives, to content creators to join our platform, and
these arrangements may involve fixed payment obligations that are
not contingent on actual revenue or performance metrics generated
by the applicable content creator but rather are based on our
modeled financial projections for that creator, which if not
satisfied may adversely impact our financial performance, results
of operations and liquidity; we may be unable to develop or
maintain effective internal controls; potential diversion of
management’s attention and consumption of resources as a result of
acquisitions of other companies and success in integrating and
otherwise achieving the benefits of recent and potential
acquisitions; we may fail to maintain adequate operational and
financial resources or raise additional capital or generate
sufficient cash flows; changes in tax rates, changes in tax
treatment of companies engaged in e-commerce, the adoption of new
tax legislation, or exposure to additional tax liabilities may
adversely impact our financial results; compliance obligations
imposed by new privacy laws, laws regulating social media platforms
and online speech in certain jurisdictions in which we operate, or
industry practices may adversely affect our business; and those
additional risks, uncertainties and factors described in more
detail under the caption “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2023, and in our other
filings with the Securities and Exchange Commission. We do not
intend, and, except as required by law, we undertake no obligation,
to update any of our forward-looking statements after the issuance
of this release to reflect any future events or circumstances.
Given these risks and uncertainties, readers are cautioned not to
place undue reliance on such forward-looking statements.
Rumble on Social Media
Investors and others should note that we
announce material financial and operational information to our
investors using our investor relations website
(investors.rumble.com), press releases, SEC filings and public
conference calls and webcasts. We also intend to use certain social
media accounts as a means of disclosing information about us and
our services and for complying with our disclosure obligations
under Regulation FD: the @rumblevideo X (formerly Twitter) account
(x.com/rumblevideo), the @rumble TRUTH Social account
(truthsocial.com/@rumble), the @chrispavlovski X (formerly Twitter)
account (x.com/chrispavlovski), and the @chris TRUTH Social account
(truthsocial.com/@chris), which Chris Pavlovski, our Chairman and
Chief Executive Officer, also uses as a means for personal
communications and observations. The information we post through
these social media channels may be deemed material. Accordingly,
investors should monitor these social media channels in addition to
following our press releases, SEC filings and public conference
calls and webcasts. The social media channels that we intend to use
as a means of disclosing the information described above may be
updated from time to time as listed on our investor relations
website.
For investor inquiries, please contact:
Shannon DevineMZ Group, MZ North
America203-741-8811investors@rumble.com
Source: Rumble Inc.
Condensed Consolidated Interim Statements of Operations
(Unaudited) |
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
25,056,904 |
|
$ |
17,982,150 |
|
$ |
65,259,903 |
|
$ |
60,571,579 |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
Cost of services (content, hosting, and other) |
$ |
36,428,951 |
|
$ |
39,751,475 |
|
$ |
103,949,438 |
|
$ |
106,615,656 |
|
|
General and administrative |
|
9,710,935 |
|
|
9,688,129 |
|
|
29,448,330 |
|
|
27,482,408 |
|
|
Research and development |
|
4,650,688 |
|
|
5,111,748 |
|
|
14,497,709 |
|
|
12,078,168 |
|
|
Sales and marketing |
|
3,955,552 |
|
|
3,182,903 |
|
|
13,527,043 |
|
|
10,215,780 |
|
|
Acquisition-related transaction costs |
|
- |
|
|
445,833 |
|
|
- |
|
|
1,150,035 |
|
|
Amortization and depreciation |
|
3,128,242 |
|
|
1,353,071 |
|
|
9,118,603 |
|
|
3,077,705 |
|
|
Changes in fair value of contingent consideration |
|
- |
|
|
(1,335,177 |
) |
|
1,354,357 |
|
|
(1,709,173 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
expenses |
|
57,874,368 |
|
|
58,197,982 |
|
|
171,895,480 |
|
|
158,910,579 |
|
|
|
|
|
|
|
|
|
|
|
|
Loss from
operations |
|
(32,817,464 |
) |
|
(40,215,832 |
) |
|
(106,635,577 |
) |
|
(98,339,000 |
) |
|
Interest income |
|
1,949,898 |
|
|
3,620,882 |
|
|
6,646,015 |
|
|
10,499,232 |
|
|
Other income (expense) |
|
(304 |
) |
|
104,339 |
|
|
(73,881 |
) |
|
85,939 |
|
|
Changes in fair value of warrant liability |
|
(756,700 |
) |
|
7,485,695 |
|
|
(1,480,395 |
) |
|
643,195 |
|
|
|
|
|
|
|
|
|
|
|
|
Loss
before income taxes |
|
(31,624,570 |
) |
|
(29,004,916 |
) |
|
(101,543,838 |
) |
|
(87,110,634 |
) |
|
Income tax benefit
(expense) |
|
85,157 |
|
|
(16,126 |
) |
|
(66,315 |
) |
|
(32,601 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(31,539,413 |
) |
$ |
(29,021,042 |
) |
$ |
(101,610,153 |
) |
$ |
(87,143,235 |
) |
|
|
|
|
|
|
|
|
|
|
|
Loss per share – basic and
diluted |
$ |
(0.15 |
) |
$ |
(0.14 |
) |
$ |
(0.50 |
) |
$ |
(0.43 |
) |
|
Weighted average number of
common shares |
|
|
|
|
|
|
|
|
|
used in computing net loss
per |
|
|
|
|
|
|
|
|
|
share - basic and diluted |
|
204,972,162 |
|
|
201,810,477 |
|
|
203,660,885 |
|
|
201,287,948 |
|
|
|
|
|
|
|
|
|
|
|
|
Share-based
compensation expense included in expenses: |
|
|
|
|
|
|
|
|
|
Cost of services (content, hosting, and other) |
$ |
2,405,375 |
|
$ |
737,878 |
|
$ |
5,332,489 |
|
$ |
1,936,685 |
|
|
General and administrative |
|
3,139,578 |
|
|
3,085,754 |
|
|
10,176,965 |
|
- |
7,523,812 |
|
|
Research and development |
|
361,752 |
|
|
365,026 |
|
|
1,299,092 |
|
- |
730,300 |
|
|
Sales and marketing |
|
251,060 |
|
|
132,493 |
|
|
669,495 |
|
- |
300,240 |
|
|
Total share-based
compensation expense |
$ |
6,157,765 |
|
$ |
4,321,151 |
|
$ |
17,478,041 |
|
$ |
10,491,037 |
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Interim Balance Sheets
(Unaudited) |
|
|
September 30,
2024 |
|
December 31, 2023 |
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
Current
assets |
|
|
|
|
Cash and cash equivalents |
$ |
130,784,683 |
|
$ |
218,338,658 |
|
Marketable securities |
|
1,202,290 |
|
|
1,135,200 |
|
Accounts receivable |
|
11,304,717 |
|
|
5,440,447 |
|
Prepaid expenses and other |
|
15,539,171 |
|
|
13,090,072 |
|
|
|
158,830,861 |
|
|
238,004,377 |
|
|
|
|
|
|
Other non-current
assets |
|
533,636 |
|
|
1,626,802 |
|
Property and
equipment, net |
|
18,448,739 |
|
|
19,689,987 |
|
Right-of-use assets,
net |
|
1,985,227 |
|
|
2,473,903 |
|
Intangible assets,
net |
|
26,737,419 |
|
|
23,262,428 |
|
Goodwill |
|
10,655,391 |
|
|
10,655,391 |
|
|
$ |
217,191,273 |
|
$ |
295,712,888 |
|
|
|
|
|
|
Liabilities and
Shareholders' Equity |
|
|
|
|
|
|
|
|
|
Current
liabilities |
|
|
|
|
Accounts payable and accrued liabilities |
$ |
25,668,998 |
|
$ |
24,713,203 |
|
Deferred revenue |
|
12,594,590 |
|
|
7,003,891 |
|
Deferred tax liability |
|
1,030,757 |
|
|
- |
|
Lease liabilities |
|
1,036,062 |
|
|
975,844 |
|
Contingent consideration |
|
- |
|
|
863,643 |
|
|
|
40,330,407 |
|
|
33,556,581 |
|
|
|
|
|
|
Lease liabilities,
long-term |
|
1,041,805 |
|
|
1,630,837 |
|
Contingent
consideration, net of current portion |
|
- |
|
|
705,717 |
|
Warrant
liability |
|
9,177,000 |
|
|
7,696,605 |
|
Other
liability |
|
500,000 |
|
|
500,000 |
|
|
|
51,049,212 |
|
|
44,089,740 |
|
Commitments and contingencies
(Note 13) |
|
|
|
|
|
|
|
|
|
Shareholders'
equity |
|
|
|
|
Preferred shares |
|
|
|
|
|
|
($0.0001 par value per share, 20,000,000 shares authorized, no
shares issued or outstanding) |
|
- |
|
|
- |
|
Common shares |
|
|
|
|
|
|
($0.0001 par value per share, 700,000,000 Class A shares
authorized, 118,502,715 and 114,926,700 shares issued and
outstanding, as of September 30, 2024 and December 31, 2023,
respectively; 170,000,000 Class C (and corresponding ExchangeCo
Share) authorized, 165,153,621 and 165,353,621shares issued and
outstanding, as of September 30, 2024 and December 31, 2023,
respectively; 110,000,000 Class D authorized, 105,782,403 and
105,782,403 shares issued and outstanding, as of September 30, 2024
and December 31, 2023, respectively) |
|
768,861 |
|
|
768,523 |
|
Accumulated deficit |
|
(246,813,316 |
) |
|
(145,203,163 |
) |
Additional paid-in capital |
|
412,186,516 |
|
|
396,057,788 |
|
|
|
166,142,061 |
|
|
251,623,148 |
|
|
$ |
217,191,273 |
|
$ |
295,712,888 |
|
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited) |
|
For the nine months ended September 30, |
2024 |
|
2023 |
|
|
|
|
|
|
Cash flows provided by
(used in) |
|
|
|
|
|
|
|
|
|
Operating
activities |
|
|
|
|
Net loss for the period |
$ |
(101,610,153 |
) |
$ |
(87,143,235 |
) |
Adjustments to reconcile net loss to net cash used in operating
activities: |
|
|
|
|
Amortization and depreciation |
|
9,118,603 |
|
|
3,077,705 |
|
Share-based compensation |
|
14,666,835 |
|
|
10,491,037 |
|
Non-cash interest expense |
|
- |
|
|
33,255 |
|
Net trade and barter revenue and expense |
|
1,327,605 |
|
|
- |
|
Non-cash lease expense |
|
805,679 |
|
|
481,542 |
|
Change in fair value of warrants |
|
1,480,395 |
|
|
(643,195 |
) |
Change in fair value of contingent consideration |
|
1,354,357 |
|
|
(1,709,173 |
) |
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
Accounts receivable |
|
(5,864,270 |
) |
|
(1,785,330 |
) |
Prepaid expenses and other |
|
(1,384,211 |
) |
|
(4,952,942 |
) |
Accounts payable and accrued liabilities |
|
976,194 |
|
|
16,375,555 |
|
Deferred revenue |
|
4,263,094 |
|
|
6,446,972 |
|
Deferred tax liability |
|
1,030,757 |
|
|
- |
|
Operating lease liabilities |
|
(817,540 |
) |
|
(502,923 |
) |
Net cash used in operating
activities |
|
(74,652,655 |
) |
|
(59,830,732 |
) |
|
|
|
|
|
Investing
activities |
|
|
|
|
Purchase of property and equipment |
|
(2,654,913 |
) |
|
(11,008,811 |
) |
Purchase of intangible assets |
|
(4,700,559 |
) |
|
(910,399 |
) |
Purchase of marketable securities |
|
(1,202,290 |
) |
|
(1,135,200 |
) |
Sale and maturities of marketable securities |
|
1,135,200 |
|
|
1,100,000 |
|
Cash acquired in connection with Callin acquisition |
|
- |
|
|
1,000,989 |
|
Cash paid to non-accredited investors in connection with Callin
acquisition |
|
(204,846 |
) |
|
- |
|
Cash paid in connection with North River acquisition |
|
(3,654,500 |
) |
|
- |
|
Net cash used in investing
activities |
|
(11,281,908 |
) |
|
(10,953,421 |
) |
|
|
|
|
|
Financing
activities |
|
|
|
|
Taxes paid from net share settlement for share-based
compensation |
|
(1,915,138 |
) |
|
(462,658 |
) |
Proceeds from exercise of stock options |
|
295,726 |
|
|
- |
|
Share issuance costs |
|
- |
|
|
(40,478 |
) |
Net cash used in financing
activities |
|
(1,619,412 |
) |
|
(503,136 |
) |
|
|
|
|
|
Effect of exchange rate
changes on cash and cash equivalents |
|
- |
|
|
1,882 |
|
Decrease in cash and
cash equivalents during the period |
|
(87,553,975 |
) |
|
(71,285,407 |
) |
|
|
|
|
|
Cash and cash
equivalents, beginning of period |
|
218,338,658 |
|
|
337,169,279 |
|
Cash and cash equivalents,
end of period |
$ |
130,784,683 |
|
$ |
265,883,872 |
|
|
|
|
|
|
Supplemental cash flow
information |
|
|
|
|
Cash paid for income taxes |
$ |
71,864 |
|
$ |
32,601 |
|
Cash paid for interest |
|
278 |
|
|
4,212 |
|
Cash paid for lease liabilities |
|
945,354 |
|
|
611,639 |
|
|
|
|
|
|
Non-cash investing and
financing activities: |
|
|
|
|
Non-cash consideration related to the acquisition of Callin (Note
3) |
|
- |
|
|
18,226,572 |
|
Class A Common Stock issued to settle contingent consideration
liability |
|
1,404,753 |
|
|
- |
|
Property and equipment in accounts payable and accrued
liabilities |
|
49,343 |
|
|
1,522,938 |
|
Recognition of operating right-of-use assets in exchange of
operating lease liabilities, net of derecognition of terminated
leases |
|
317,003 |
|
|
969,473 |
|
Settlement of loan receivable in exchange for Class A Common
Stock |
|
- |
|
|
391,235 |
|
Share-based compensation capitalized related to intangible
assets |
|
342,374 |
|
|
- |
|
|
|
|
|
|
Reconciliation of GAAP to Non-GAAP Financial
Measures |
Reconciliation of Adjusted EBITDA |
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(31,539,413 |
) |
$ |
(29,021,042 |
) |
$ |
(101,610,153 |
) |
$ |
(87,143,234 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
Amortization and depreciation |
|
3,128,242 |
|
|
1,353,071 |
|
|
9,118,603 |
|
|
3,077,705 |
|
Share-based compensation expense |
|
6,157,765 |
|
|
4,321,151 |
|
|
17,478,041 |
|
|
10,491,037 |
|
Interest income |
|
(1,949,898 |
) |
|
(3,620,882 |
) |
|
(6,646,015 |
) |
|
(10,499,232 |
) |
Other (income) expense |
|
304 |
|
|
(104,339 |
) |
|
73,881 |
|
|
(85,939 |
) |
Income tax (benefit) expense |
|
(85,157 |
) |
|
16,126 |
|
|
66,315 |
|
|
32,601 |
|
Change in fair value of warrants liability |
|
756,700 |
|
|
(7,485,695 |
) |
|
1,480,395 |
|
|
(643,195 |
) |
Change in fair value of contingent consideration |
|
- |
|
|
(1,335,177 |
) |
|
1,354,357 |
|
|
(1,709,173 |
) |
Acquisition-related transaction costs |
|
- |
|
|
445,833 |
|
|
- |
|
|
1,150,035 |
|
Adjusted
EBITDA |
$ |
(23,531,457 |
) |
$ |
(35,430,954 |
) |
$ |
(78,684,576 |
) |
$ |
(85,329,395 |
) |
|
Historical Adjusted EBITDA |
|
|
From the three months ended, |
|
September 30, 2024 |
|
|
June 30, 2024 |
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
|
September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(31,539,413 |
) |
$ |
(26,780,700 |
) |
$ |
(43,290,040 |
) |
$ |
(29,277,227 |
) |
$ |
(29,021,042 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
Amortization and depreciation |
|
3,128,242 |
|
|
3,564,219 |
|
|
2,426,142 |
|
|
1,773,107 |
|
|
1,353,071 |
|
Share-based compensation expense |
|
6,157,765 |
|
|
6,557,381 |
|
|
4,762,894 |
|
|
5,643,677 |
|
|
4,321,151 |
|
Interest income |
|
(1,949,898 |
) |
|
(2,174,166 |
) |
|
(2,521,952 |
) |
|
(3,095,231 |
) |
|
(3,620,882 |
) |
Other (income) expense |
|
304 |
|
|
3,869 |
|
|
69,708 |
|
|
211,450 |
|
|
(104,339 |
) |
Income tax (benefit) expense |
|
(85,157 |
) |
|
151,625 |
|
|
(153 |
) |
|
(32,601 |
) |
|
16,126 |
|
Deferred tax benefit |
|
- |
|
|
- |
|
|
- |
|
|
(3,291,703 |
) |
|
- |
|
Change in fair value of warrants liability |
|
756,700 |
|
|
(10,014,200 |
) |
|
10,737,895 |
|
|
(1,722,700 |
) |
|
(7,485,695 |
) |
Change in fair value of contingent consideration |
|
- |
|
|
17,768 |
|
|
1,336,589 |
|
|
(213,208 |
) |
|
(1,335,177 |
) |
Acquisition-related transaction costs |
|
- |
|
|
- |
|
|
- |
|
|
1,283 |
|
|
445,833 |
|
Adjusted EBITDA |
$ |
(23,531,457 |
) |
$ |
(28,674,204 |
) |
$ |
(26,478,917 |
) |
$ |
(30,003,154 |
) |
$ |
(35,430,954 |
) |
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