****
美國
證券交易委員會
華盛頓特區20549
表格
(標記一個)
根據1934年證券交易法第13或15(d)條款的季度報告。 |
截至2024年6月30日季度結束
或
根據1934年證券交易法第13或15(d)條款的過渡報告 |
對於從 到過渡期間
委員會檔案編號：
葉立控股有限公司。
（根據其章程所指定的正式名稱）
(依據所在地或其他管轄區) 的註冊地或組織地點) |
(國稅局雇主識別號碼) |
|
|
(總部辦公地址) |
（郵政編碼） |
註冊人的電話號碼，包括區號：(
根據法案第12(b)條規定註冊的證券：
每種類別的名稱 |
|
交易 標的 |
|
每個註冊交易所的名稱 |
|
|
|
||
|
|
|
請在核對標記上打勾，確認申報人（1）已在前12個月（或申報人被要求提交此類申報的縮短期間）內提交證券交易所法案第13條或第15(d)條要求申報的所有報告，以及（2）過去90天一直處於此類申報要求的範圍內。
請打勾表明申報人在過去的12個月（或申報人需在該較短期間內提交這些檔案）中已根據《對S-t法規（本章節第232.405條）的規定405條》提交了所有必須提交的交互式資料檔案。
請勾選指示登記者是否為大型快速提交人、快速提交人、非快速提交人、較小的報告公司或新興成長型公司。請參閱交易所法規120億2條，了解「大型快速提交人」、「快速提交人」、「較小的報告公司」和「新興成長型公司」的定義。
大型加速歸檔人 |
|
☐ |
|
加速歸檔人 |
|
☐ |
|
☒ |
|
小型報告公司 |
|
||
新興成長型企業 |
|
|
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|
如果一家新興成長型公司，請用勾選標記表示該申報人已選擇不使用根據證交所法案13(a)條款提供的任何新的或修訂過的財務會計準則的延長過渡期。
請勾選是否屬於外殼公司（根據交易所法案第120億2條的定義）。是 ☐ 沒有
截至2024年11月4日，申報人持有
指数
|
|
頁面 |
|
2 |
|
財務資訊 |
|
|
項目 1。 |
|
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3 |
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4 |
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5 |
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|
7 |
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|
8 |
|
项目2。 |
29 |
|
项目3。 |
市場風險的定量和定性披露。 |
40 |
項目 4。 |
41 |
|
其他信息 |
|
|
項目 1。 |
41 |
|
项目1A。 |
41 |
|
项目5。 |
42 |
|
第6項。 |
43 |
關於前瞻性陳述的注意事項
本季度報告表格10-Q（「本季度報告」）中包含根據1995年《私人證券訴訟改革法案》（Private Securities Litigation Reform Act of 1995）有關前瞻性陳述的多項陳述。在本季度報告中包含或參考的所有陳述（除了有關Leafly Holdings, Inc.（在本處稱為「Leafly」或「公司」或「我們」或「我們的」或「我們」）目前或歷史事實的陳述外）有關Leafly Holdings, Inc.未來財務表現、策略、業務、營運結果、財務狀況、預估收入、虧損、預估成本、前景、計劃和管理目標的陳述均屬前瞻性陳述。在本季度報告中可能隨處可見前瞻性陳述，包括以下部分：“財務狀況與營運結果的管理層討論與分析”（第I部分，項目2）。旨在識別我們前瞻性陳述的詞語和詞語變化，如“可能”、“預期”、“考慮”、“相信”、“估計”、“項目”、“預算”、“計劃”、“將”、“可能”、“應該”、“預測”、“潛在的”、“能夠”、“可能”、“設計”、“尋求”和“繼續”等類似表達。您應仔細閱讀包含這些詞語的陳述，因為它們：
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report.
All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. These cautionary statements are being made pursuant to federal securities laws with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Except to the extent required by applicable laws and regulations, Leafly undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.
There may be events in the future that Leafly is not able to predict accurately or over which it has no control. The section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) and in this Quarterly Report entitled “Risk Factors,” and the section of this Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other cautionary language discussed in this report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Leafly in such forward-looking statements.
These examples include:
2
Part I - Financial Information
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
LEAFLY HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
ASSETS |
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(Audited) |
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Current assets |
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Cash and cash equivalents |
$ |
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$ |
|
||
Accounts receivable, net of allowance for credit loss of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, equipment, and software, net |
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Restricted cash - long-term portion |
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Other assets |
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Total assets |
$ |
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$ |
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||
|
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||
LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities |
|
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||
Convertible promissory notes, net |
$ |
|
|
$ |
|
||
Accounts payable |
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||
Accrued expenses and other current liabilities |
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Deferred revenue |
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Total current liabilities |
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Non-current liabilities |
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Convertible promissory notes, net |
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Other long-term liabilities |
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Total non-current liabilities |
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Total liabilities |
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||
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(Note 10) |
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Stockholders' deficit |
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Preferred stock: $ |
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||
Common stock: $ |
|
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||
Treasury stock: |
|
( |
) |
|
|
( |
) |
Additional paid-in capital |
|
|
|
|
|
||
Accumulated deficit |
|
( |
) |
|
|
( |
) |
Total stockholders' deficit |
|
( |
) |
|
|
( |
) |
Total liabilities and stockholders' deficit |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
See Notes to Condensed Consolidated Financial Statements.
3
LEAFLY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2024 |
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2023 |
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|
2024 |
|
|
2023 |
|
||||
Revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of revenue |
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||||
Gross profit |
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Operating expenses |
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Sales and marketing |
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Product development |
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General and administrative |
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||||
Total operating expenses |
|
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|
||||
Loss from operations |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest expense, net |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income (expense), net |
|
|
|
|
( |
) |
|
|
|
|
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|
|||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
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|
||||
Net loss per share: |
|
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|
|
|
|
|
||||
Basic |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
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||||
Weighted average shares outstanding: |
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|
||||
Basic |
|
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|
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||||
Diluted |
|
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|
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|
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|
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|
||||
See Notes to Condensed Consolidated Financial Statements.
4
LEAFLY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(in thousands except share amounts)
|
Three and Nine Months Ended September 30, 2024 |
|
|||||||||||||||||||||||||||||||||
|
Preferred Stock |
|
|
Common Stock |
|
|
Treasury Stock |
|
|
Additional Paid-In Capital |
|
|
Accumulated Deficit |
|
|
Total |
|
||||||||||||||||||
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||||
Balance at January 1, 2024 |
|
— |
|
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Issuance of common stock under ESPP |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Issuance of common stock upon |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Tax payments related to shares retired for vested restricted stock units |
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at March 31, 2024 |
|
— |
|
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Conversion of 2022 Notes to common stock |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Issuance of common stock upon |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Tax payments related to shares retired for vested restricted stock units |
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at July 1, 2024 |
|
— |
|
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Issuance of common stock upon |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Tax payments related to shares retired for vested restricted stock units |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||||
Issuance of common stock under ESPP |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Net proceeds from ATM Offering |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Balance at September 30, 2024 |
|
— |
|
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
|
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|
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|
|
|
|||||||||
5
LEAFLY HOLDINGS, INC
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Continued)
(in thousands except share amounts)
|
Three and Nine Months Ended September 30, 2023 |
|
|||||||||||||||||||||||||||||||||
|
Preferred Stock |
|
|
Common Stock |
|
|
Treasury Stock |
|
|
Additional Paid-In Capital |
|
|
Accumulated Deficit |
|
|
Total |
|
||||||||||||||||||
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at January 1, 2023 |
|
— |
|
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Issuance of common stock under ESPP |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Issuance of common stock upon |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance at March 31, 2023 |
|
— |
|
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Issuance of common stock upon |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance at July 1, 2023 |
|
— |
|
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Reverse stock split |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of common stock under ESPP |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Issuance of common stock upon |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance at September 30, 2023 |
|
— |
|
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
See Notes to Condensed Consolidated Financial Statements.
6
LEAFLY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
Nine Months Ended September 30, |
|
|||||
|
2024 |
|
|
2023 |
|
||
Cash flows from operating activities |
|
|
|
|
|
||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
||
Credit loss, net of recoveries |
|
|
|
|
|
||
(Gain) loss on disposition of assets |
|
( |
) |
|
|
|
|
Noncash amortization of debt discount |
|
|
|
|
|
||
Noncash change in fair value of derivatives |
|
( |
) |
|
|
( |
) |
Other |
|
( |
) |
|
|
( |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
( |
) |
|
Prepaid expenses and other current assets |
|
|
|
|
( |
) |
|
Accounts payable |
|
( |
) |
|
|
( |
) |
Accrued expenses and other current liabilities |
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
|
|
|
|
||
Net cash used in operating activities |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
||
Additions of property, equipment, and software |
|
( |
) |
|
|
( |
) |
Proceeds from sale of property and equipment |
|
|
|
|
|
||
Net cash used in investing activities |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Cash flows from financing activities |
|
|
|
|
|
||
Issuance of common stock under ESPP |
|
|
|
|
|
||
Tax payments related to shares retired for vested restricted stock units |
|
( |
) |
|
|
|
|
Repayments of related party payables |
|
( |
) |
|
|
|
|
Net proceeds from sale of stock via ATM Offering |
|
|
|
|
|
||
Repayments of short-term financing arrangements |
|
( |
) |
|
|
|
|
Net cash (used in) provided by financing activities |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
||
Net decrease in cash, cash equivalents, and restricted cash |
|
( |
) |
|
|
( |
) |
Cash, cash equivalents, and restricted cash, beginning of period |
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash, end of period |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
|
Nine Months Ended September 30, |
|
|||||
|
2024 |
|
|
2023 |
|
||
Supplemental disclosure of non-cash financing activities: |
|
|
|
|
|
||
Short-term financing of insurance payable |
$ |
|
|
$ |
|
||
Conversion of promissory notes into common stock |
|
|
|
|
|
||
See Notes to Condensed Consolidated Financial Statements.
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
NOTE 1 — Description of the Business and Business Combination
Description of the Business
Leafly Holdings, Inc. (“Leafly” or “the Company”) is an online cannabis discovery marketplace and resource for cannabis consumers. Leafly provides an information resource platform with a deep library of content, including detailed information about cannabis strains, retailers and current events. Leafly was incorporated in the state of Delaware on June 20, 2019 and is headquartered in Seattle, Washington.
The Company has three wholly-owned subsidiaries, Leafly Canada Ltd., Leafly Deutschland GmbH and Leafly, LLC (“Legacy Leafly”). Legacy Leafly is the accounting predecessor of Leafly. The accompanying consolidated financial statements include the financial results of the Company and its wholly-owned subsidiaries.
Business Combination
On February 4, 2022, Leafly consummated the previously announced mergers and related transactions (collectively, the “Merger”) pursuant to the Agreement and Plan of Merger dated August 9, 2021 and amended on September 8, 2021 and on January 11, 2022 (as amended, the “Merger Agreement”). Legacy Leafly (formerly known as Leafly Holdings, Inc.) entered into the Merger Agreement with Merida Merger Corp. I (“Merida”), Merida Merger Sub, Inc., a Washington corporation (“Merger Sub I”) and Merida Merger Sub II, LLC, a Washington limited liability company (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”). Merger Sub I merged with and into Legacy Leafly, with Legacy Leafly surviving as a wholly-owned subsidiary of Merida, and following the initial Merger and as part of a single integrated transaction with the initial Merger, Legacy Leafly merged with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of Merida. As a result of these Mergers, Legacy Leafly became a wholly owned subsidiary of Merida and was renamed Leafly, LLC, Merida was renamed Leafly Holdings, Inc. (“New Leafly”), and the securityholders of Legacy Leafly became security holders of New Leafly. We sometimes refer to the Mergers described above and the other transactions contemplated by the Merger Agreement and the other agreements being entered into by Merida and Legacy Leafly in connection with the Mergers as the “Business Combination” and to Merida following the Business Combination as “New Leafly.”
While the legal acquirer in the Business Combination is Merida, for financial accounting and reporting purposes under accounting principles generally accepted in the United States of America (“GAAP”), Legacy Leafly is the accounting acquirer with the Business Combination accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy Leafly. Under this accounting method, Merida is treated as the “acquired” company and Legacy Leafly is the accounting acquirer, with the transaction treated as a recapitalization of Legacy Leafly. Merida’s assets, liabilities and results of operations were consolidated with Legacy Leafly’s beginning on the date of the Business Combination. Except for certain derivative liabilities, the assets and liabilities of Merida were recognized at historical cost (which is consistent with carrying value) and were not material, with no goodwill or other intangible assets recorded. The derivative liabilities, which are discussed in Note 12, were recorded at fair value. The consolidated assets, liabilities, and results of operations of Legacy Leafly became the historical financial statements, and operations prior to the closing of the Business Combination presented for comparative purposes are those of Legacy Leafly. Pre-Merger shares of common stock and preferred stock were converted to shares of common stock of the combined company using the conversion ratio of
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
NOTE 2 — Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The interim condensed consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting and should be read in conjunction with the Company's audited consolidated financial statements for the years ended December 31, 2023 and 2022, and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Leafly for the year ended December 31, 2023, each of which was filed with the SEC on April 1, 2024 (the “2023 Financial Information”).
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
Under the rules of Accounting Standards Codification (“ASC”) Subtopic 205-40 “Presentation of Financial Statements-Going Concern” (“ASC 205-40”), reporting companies are required to evaluate whether conditions and/or events raise substantial doubt about their ability to meet their future financial obligations as they become due within one year after the date that the financial statements are issued. This evaluation takes into account a company’s current available cash and projected cash needs over the one-year evaluation period but may not consider things beyond its control. The Company has $
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
The restructuring plans above have been implemented and have significantly contributed to the cash savings of the Company. The Company’s management is closely monitoring and reducing operating expenses where it is able to, while ensuring the trajectory and viability of the business remains intact. However, the Company cannot meet its debt maturity obligations without a significant capital infusion or a lender’s commitment to refinance the debt. After considering all available evidence, Leafly’s management determined that, the combined impact of the cost reduction measures outlined in both actions above, Leafly’s current negative working capital as of September 30, 2024 and planned operations will not be sufficient to meet its capital requirements for a period of at least 12 months from the date that these September 30, 2024 financial statements are issued and that substantial doubt exists about Leafly’s ability to continue as a going concern.
Reverse Stock Split
On September 12, 2023, the Company implemented a one-for-twenty reverse split of its common stock (Note 11). To facilitate comparative analysis, all statements in this Quarterly Report regarding numbers of shares of common stock and all references to prices of a share of common stock, if referencing events or circumstances occurring prior to September 12, 2023, have been retroactively restated to reflect the effect of the reverse stock split on a pro forma basis.
Reclassifications
Seasonality
Emerging Growth Company Status
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates. Such estimates include those related to the allowance for credit losses; the valuation allowance for deferred income tax assets; the fair value of the convertible promissory notes; the estimate of capitalized software costs and useful life of capitalized software; and the fair value of equity issuances. Management bases its estimates
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
on historical experience, knowledge of current events and actions it may undertake in the future that management believes to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions.
Significant Accounting Policies
The unaudited interim financial statements should be read in conjunction with the Company's 2023 Financial Information, which describes the Company's significant accounting policies. There have been no material changes to the Company's significant accounting policies during the nine months ended September 30, 2024 compared to the Company’s 2023 Financial Information.
Recent Accounting Pronouncements
Accounting Pronouncements Issued But Not Yet Adopted
In 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09—Income Taxes (Topic 740). This ASU expands income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU is effective for fiscal years beginning after December 15, 2024.
Recently Adopted Accounting Pronouncements
The Company adopted ASU 2023-07 effective January 1, 2024. ASU 2023-07 requires expanded segment reporting disclosures (Note 15).
Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the Company, or they are not expected to have a material impact on the consolidated financial statements.
NOTE 3 — Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash consisted of the following:
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
|
|
|
|
|
|
||
Cash and cash equivalents |
$ |
|
|
$ |
|
||
Restricted cash - long-term portion |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
NOTE 4 — Accounts Receivable, Net
Accounts receivable, net of $
The following table presents the allowance for credit loss and the changes therein:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Add: provision for credit loss, net of recoveries |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: write-offs |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
NOTE 5 — Prepaid Expenses and Other Assets
Prepaid expenses and other assets consisted of the following:
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
|
|
|
|
|
|
||
Prepaid subscriptions |
$ |
|
|
$ |
|
||
Prepaid insurance |
|
|
|
|
|
||
Other prepaid assets |
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
||
Subtotal, current portion |
|
|
|
|
|
||
Prepaid expenses, long-term portion |
|
|
|
|
|
||
Total |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
NOTE 6 — Property, Equipment, and Software, Net
Property, equipment, and software consisted of the following:
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
|
|
|
|
|
|
||
Furniture and equipment |
$ |
|
|
$ |
|
||
Capitalized internal-use software |
|
|
|
|
|
||
|
|
|
|
|
|
||
Less: accumulated depreciation and amortization |
|
( |
) |
|
|
( |
) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
The Company recognized depreciation and amortization expense as follows:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation expense |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of capitalized internal-use software |
|
|
|
|
|
|
|
|
|
|
|
||||
Total depreciation and amortization |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
During the nine months ended September 30, 2024, the Company disposed of equipment with a book value of $
NOTE 7 — Accrued Expenses and Other Current Liabilities
Accrued expenses consisted of the following:
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
|
|
|
|
|
|
||
Short-term financing 1 |
$ |
|
|
$ |
|
||
Other employee-related liabilities |
|
|
|
|
|
||
Accrued interest |
|
|
|
|
|
||
Accrued bonuses |
|
|
|
|
|
||
Other accrued expenses 2 |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
NOTE 8 — Deferred Revenue and Revenue by Type
Deferred Revenue
Contract liabilities consist of deferred revenue, which is recorded on the Consolidated Balance Sheets when the Company has received consideration, or has the right to receive consideration, in advance of transferring the performance obligations under the contract to the customer.
13
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
The following table presents the Company's deferred revenue balances and changes therein:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Add: net increase in current period contract liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: revenue recognized from beginning balance |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
A majority of the deferred revenue balance as of September 30, 2024 is expected to be recognized in the subsequent 12-month period. No other contract assets or liabilities are recorded on the Company’s Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023.
Revenue by Type and Geography
The following table presents the Company's revenue by service type:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising 1 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other services 1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The following table presents the Company's revenue by geographic region:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States 1 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
All other countries 1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The following table presents the Company's revenue by state:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Arizona |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
California |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Oregon |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
14
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
No other state comprised 10% or more of Leafly’s revenue during the three or nine months ended September 30, 2024 and 2023. We have a diversified set of customers; no single customer accounted for 10% or more of our revenue for the three or nine months ended September 30, 2024 or 2023.
The following table presents the Company's revenue by timing of recognition:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Over Time 1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retail 2 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Brands 3 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Point in time 1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Brands 4 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues recognized over time are associated with software subscriptions, display ads and audience extension. Revenues recognized at a point in time are associated with branded content and channel advertising. There are no material variations in delivery and revenue recognition periods within the over time category.
NOTE 9 — Convertible Promissory Notes
2022 Notes
Merida entered into a $
The 2022 Notes are unsecured convertible senior notes due 2025. They are convertible at the option of the holders at any time before maturity at an initial conversion share price of $
15
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
held by such holder upon the occurrence of a “fundamental change” (as defined in the Note Purchase Agreement) or in connection with certain asset sales, in each case at a price equal to
Partial Conversions
On December 19, 2023, the Company and each of the 2022 Note holders executed a notice of conversion and consent (the “Conversion Notice”) to effect a temporary and limited adjustment to the conversion price under the Note. Pursuant to the Conversion Notice, the conversion price under the Note was equal to the dollar amount that was
On May 7, 2024, the Company and each of the 2022 Note holders executed a notice of conversion and consent (the “Second Conversion Notice”) to effect a temporary and limited adjustment to the conversion price under the 2022 Notes. Pursuant to the Second Conversion Notice, the conversion price under the 2022 Notes was equal to the dollar amount that was
Except as set forth above, the terms of the 2022 Notes remain the same.
Carrying Amount and Fair Value
NOTE 10 — Commitments and Contingencies
In the normal course of business, the Company may receive inquiries or become involved in legal disputes regarding various litigation matters. In the opinion of management, any potential liabilities resulting from such claims would not have a material adverse effect on the Company’s consolidated financial statements.
16
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
Leases
The Company does not have any leases with an original term longer than 12 months as of September 30, 2024. The Company has short-term arrangements with immaterial rental obligations for office space.
Nasdaq Notifications of Noncompliance
From January 1, 2024 until March 25, 2024, Leafly was out of compliance with Nasdaq Listing Rule 5605(c)(2)(A) (the “Audit Committee Rule”), which requires our Board of Directors’ (the “Board”) Audit Committee to be composed of at least three independent members. On January 3, 2024, we received a letter from the Nasdaq’s Listing Qualifications Staff (the “Staff”) confirming Leafly’s noncompliance with the Audit Committee Rule and providing Leafly with a cure period to regain compliance (i) until the earlier of Leafly’s next annual meeting of stockholders or January 2, 2025; or (ii) if the next annual meeting of stockholders is held before July 1, 2024, no later than July 1, 2024. On March 25, 2024, the Board appointed two new independent directors, Jeffrey Monat and Andres Nannetti, to the Board and to the Board's Audit Committee. As a result, on April 1, 2024, the Company received written notice from the Staff confirming that the Company regained compliance with the Audit Committee Rule and this matter is now closed.
On April 9, 2024, the Company received a letter from the Staff (the “Notice”) notifying the Company that it no longer complies with Nasdaq's requirements contained in Nasdaq Listing Rule 5550 for companies traded on the Capital Market. Nasdaq Listing Rule 5550 requires a company listed on the Capital Market to continuously meet at least one of the following requirements set forth in Nasdaq Listing Rule 5550(b) (the “Continued Listing Standards”):
Continued Listing Standard |
|
Requirement |
|
|
|
“Stockholders’ Equity” |
|
Minimum $ |
|
|
|
“Market Value of Listed Securities” |
|
Minimum $ |
|
|
|
“Net Income” |
|
Minimum $ |
|
|
|
As confirmed by the Notice, the Company does not currently meet any of the Continued Listing Standards. The Notice had no immediate effect on the listing of the Company's common stock or warrants, and its common stock and warrants will continue to trade on the Capital Market under the symbols “LFLY” and “LFLYW,” respectively. As set forth in the Notice, within 45 calendar days from the date of the Notice, the Company had the right to submit to Nasdaq a plan to regain compliance with Nasdaq's Stockholders' Equity and/or Market Value of Listed Securities standards, and the Staff may grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance. As provided in Nasdaq Listing Rule 5810(c)(2)(D), the Staff will not accept a compliance plan for deficiencies in net income from continuing operations since compliance requires stated levels of net income during completed fiscal years and therefore it can only be demonstrated through audited financial statements. On May 24, 2024, the Company submitted a proposed plan of compliance to Nasdaq showing how it intends to regain compliance with the Stockholders’ Equity standard, and subsequently, upon request by Nasdaq, the Company provided updates on its progress under the proposed plan. On October 4, 2024, the Company received a plan denial and delisting determination letter from the Staff. The Company requested a hearing before a Nasdaq Hearing Panel (“Panel”). Any suspension or delisting of the Company’s common stock and warrants on the Capital Market has been stayed, pending the scheduled hearing and a final written decision from the Panel. The Panel hearing is scheduled for December 5, 2024. If the Panel denies the Company’s appeal, then the Company's common stock and warrants will be
17
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
delisted from the Capital Market. There can be no assurance that the Panel will grant the Company an extension period or that the Company will ultimately meet all applicable criteria for continued listing on the Capital Market.
The Company is party to a number of agreements pursuant to which it has contractual covenants that it remains listed on the Capital Market or another national securities exchange, including pursuant to the 2022 Notes. In the event Leafly’s securities are delisted from the Capital Market, the Company will be in breach of such covenants. Such breach, if not cured or waived by holders of such securities, could result in litigation and, with respect to the 2022 Notes, would result in an acceleration of principal amount of the 2022 Notes. Any of the foregoing would materially and adversely affect the Company’s business, financial condition and results of operations.
NOTE 11 — Stockholders’ Deficit
Common Stock
Reverse Stock Split
On July 12, 2023, during the Company’s 2023 Annual Meeting of Stockholders, Leafly’s stockholders approved a proposal for a reverse stock split (the “Reverse Stock Split”) as part of the Company’s plan to regain compliance with the Bid Price Requirement under Nasdaq listing rules (Note 10). Effective September 12, 2023, the Company effected a
To facilitate comparative analysis, all statements in this Quarterly Report regarding numbers of shares of common stock and all references to prices of a share of common stock, if referencing events or circumstances occurring prior to September 12, 2023, have been retroactively restated to reflect the effect of the Reverse Stock Split on a pro forma basis.
Authorized Shares
As of September 30, 2024 and December 31, 2023, Leafly's authorized capital stock consisted of:
Sponsor Shares Subject to Earn-Out Conditions
In accordance with the Merger Agreement, upon closing of the Business Combination,
We account for the Escrow Shares as derivative liabilities, remeasured to fair value on a recurring basis, with changes in fair value recorded to earnings.
ATM Offering
On June 27, 2024, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with The Benchmark Company, LLC (the “Agent”) pursuant to which the Company could sell (the “ATM Offering”), at its option,
18
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
up to an aggregate of $
Treasury Stock
Effective August 1, 2022, the Company repurchased
Stockholder Earn-Out Rights
Leafly stockholders, as of immediately prior to the closing of the Business Combination, were granted upon closing of the Business Combination, contingent rights to receive up to
Preferred Stock
NOTE 12 — Warrants
Warrants
Public Warrants
At each of September 30, 2024 and December 31, 2023, there were
19
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
per whole share. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants became exercisable
Notwithstanding the foregoing, during any period when the Company shall have failed to maintain an effective registration statement, warrant holders may exercise their Public Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire
The Company may redeem the Public Warrants:
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
Private Warrants
At each of September 30, 2024 and December 31, 2023, there were
The Company accounts for the Private Warrants as derivative liabilities, remeasured to fair value on a recurring basis, with changes in the fair value recorded to earnings.
20
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
NOTE 13 — Equity Incentive and Other Plans
The Company currently has
Stock-Based Compensation
2021 Plan
The 2021 Plan became effective immediately upon closing of the Business Combination. Pursuant to the 2021 Plan,
2023 Awards
21
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
2024 Awards
Stock Options
The fair value of each stock option award was estimated on the date of grant using the Black-Scholes option pricing model.
Stock option activity under the 2021 Plan for the periods presented was as follows:
|
|
Number of |
|
|
Weighted Average |
|
|
Aggregate |
|
|
Weighted Average |
|
||||
Outstanding at January 1, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||
Outstanding at March 31, 2024 |
|
|
|
|
|
|
|
$ |
|
|
|
|
||||
Outstanding at June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||
Forfeited or expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested and exercisable |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
22
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
As of September 30, 2024, there was
Restricted Stock Units and Performance Stock Units
RSU and PSU activity under the 2021 Plan for the periods presented was as follows:
|
|
Number of |
|
|
Weighted Average |
|
|
Total Fair Value |
|
|||
Unvested at January 1, 2024 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
$ |
|
|||
Vested |
|
|
( |
) |
|
|
|
|
$ |
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Unvested at March 31, 2024 |
|
|
|
|
|
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
$ |
|
|||
Vested |
|
|
( |
) |
|
|
|
|
$ |
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Unvested at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|||
Vested |
|
|
( |
) |
|
|
|
|
$ |
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Unvested at September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|||
As of September 30, 2024, there was $
2018 Plan
The 2018 Plan became effective on April 17, 2018. The 2018 Plan terminated upon closing of the Business Combination in 2022, but then-outstanding options under the 2018 Plan remain outstanding pursuant to their terms, with adjustments to the number of shares and exercise prices to reflect the terms of the Business Combination.
The fair value of each stock option award to employees was estimated on the date of grant using the Black-Scholes option pricing model.
23
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
Stock option activity under the 2018 Plan for the periods presented was as follows:
|
|
Number of |
|
|
Weighted Average |
|
|
Aggregate |
|
|
Weighted Average |
|
||||
Outstanding at January 1, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|||||
Forfeited or expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at March 31, 2024 |
|
|
|
|
|
|
|
$ |
|
|
|
|
||||
Forfeited or expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at June 30, 2024 |
|
|
|
|
|
|
|
$ |
|
|
|
|
||||
Forfeited or expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested and exercisable |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of September 30, 2024, there was: (i) $
Stock-Based Compensation Expense
The following table presents the classification of stock-based compensation expense under the 2021 Plan, the 2018 Plan and the ESPP:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Product development |
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee Stock Purchase Plan
The ESPP became effective immediately upon closing of the Business Combination. Pursuant to the ESPP,
24
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
The Company's current offering period runs from September 16, 2024 through March 15, 2025.
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
ESPP expense (included in stock-based compensation) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earn-Out Plan
The Earn-Out Plan became effective immediately upon closing of the Business Combination. Pursuant to the Earn-Out Plan, approximately
Defined Contribution Plan
The Company recognized expense from matching contributions to the Company-sponsored defined contribution retirement (401k) plan as follows for the periods presented:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
401(k) matching contributions |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
NOTE 14 — Related Party Transactions
At December 31, 2022, the Company owed $
Effective September 1, 2023, the Company entered into a consulting agreement with Peter Lee, at that time a member of the Company’s Board and currently President and Chief Operating Officer and a Board member, at a rate of $
25
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
NOTE 15 — Segment Reporting
Segment revenue, cost of sales and gross profit were as follows during the periods presented:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retail |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Brands |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retail Cost of Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Merchant Processing fees |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Business platform |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Website infrastructure |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Labor allocation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Brands Cost of Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Merchant Processing fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Website infrastructure |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Labor allocation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cost of sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retail |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Brands |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total gross profit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets are not allocated to segments for internal reporting presentations, nor are depreciation and amortization.
Geographic Areas
The Company’s operations are primarily in the U.S. and to a lesser extent, in Canada. Refer to Note 8 for revenue classified by major geographic area.
NOTE 16 — Income Taxes
The Company’s effective tax rate was
The Company had net operating loss carryforwards (“NOLs”) for federal, state and foreign income tax purposes of approximately $
26
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
to expire in
The Internal Revenue Code of 1986, as amended (the “Code”), imposes restrictions on the utilization of NOLs in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use NOLs may be limited as prescribed under Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the NOLs that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
Under the Tax Cuts and Jobs Act of 2017, research and development costs are no longer fully deductible and are required to be capitalized and amortized for U.S. tax purposes effective January 1, 2022. The mandatory capitalization requirement had no material impact to the Company during the year ended December 31, 2023 and the nine months ended September 30, 2024.
The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. Management believes all the income tax returns filed since inception remain open to examination by the major domestic and foreign taxing jurisdictions to which the Company is subject due to NOLs.
NOTE 17 — Net Loss Per Share
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Shares repurchased and held in treasury by the Company are removed from the weighted-average number of shares of common stock outstanding as of the date of repurchase.
The Company considers its preferred stock to be participating securities. As of September 30, 2024 and 2023, the Company had
27
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(in thousands, except share and per share amounts)
Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of non-participating shares of common stock that are subject to forfeiture, stock options, preferred stock, convertible notes, and other securities outstanding. Certain securities are antidilutive and as such, are excluded from the calculation of diluted earnings per share and disclosed separately. Because of the nature of the calculation, particular securities may be dilutive in some periods and anti-dilutive in other periods.
The following table presents the computation of basic and diluted net loss per share attributable to common stockholders, as a group, for the periods presented:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total undistributed loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock and common stock equivalents |
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Basic net loss per share |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted net loss per share |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
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||||
The following shares of common stock subject to certain instruments were excluded from the computation of diluted net income per share attributable to common stockholders for the periods presented as their effect would have been antidilutive:
|
Three Months Ended September 30, |
|
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Nine Months Ended September 30, |
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||||||||||
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2024 |
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2023 |
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2024 |
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2023 |
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Shares subject to warrants |
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Shares subject to convertible promissory notes |
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Shares subject to ESPP |
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Escrow Shares |
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Shares subject to outstanding common stock options, RSUs and PSUs |
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Shares subject to stockholder earn-out rights |
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See Note 9 for additional information regarding convertible promissory notes, Note 11 for additional information regarding stockholder earn-out rights, preferred stock, and Escrow Shares, Note 12 for additional information regarding warrants, and Note 13 for additional information regarding stock options, RSUs and PSUs.
NOTE 18 — Subsequent Event
Nasdaq Delisting Notification
Refer to Note 10 for further information on the plan denial and delisting determination letter that the Company received from the Staff on
28
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our financial statements and the notes related thereto which are included in “Part I, Item 1. Financial Statements” of this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Item 1A. Risk Factors” and elsewhere in our 2023 Annual Report. See “Cautionary Note Regarding Forward-Looking Statements” above for more information about forward-looking statements in this Quarterly Report on Form 10-Q.
Amounts in this section are presented in thousands, except for per share numbers and percentages.
Business Overview
Leafly is a leading online cannabis discovery marketplace and resource for cannabis consumers. Leafly provides an information resource platform with a deep library of content, including detailed information about cannabis strains, retailers and cannabis products. We are a trusted destination to discover legal cannabis products and order them from licensed retailers with offerings that include subscription-based products and digital advertising. Legacy Leafly was founded in 2010 and is headquartered in Seattle with 119 total employees, including 116 in the U.S. and 3 in Canada as of September 30, 2024.
Leafly is one of the cannabis industry’s leading marketplaces for brands and retailers to reach one of the largest audiences of consumers interested in cannabis. Our platform includes educational information, strains data, and lifestyle content, enabling consumers to use Leafly’s content library to have an informed shopping experience. Leafly reduces the friction caused by fragmented regulation of cannabis across North America by offering a compliant digital marketplace that connects cannabis consumers with legal and licensed retailers and brands nearest them.
Leafly allows each shopper to tailor their journey, by selecting the store, brand, and cannabis form-factor that appeals to them. Once that shopper builds a basket and is ready to order, our non-plant-touching business model sends that order reservation to the store for payment and fulfillment. By matching stores and shoppers, we deliver value to all constituencies. We monetize our platform primarily through the sale of subscription packages, bundling e-commerce software and advertising solutions, as well as non-subscription-based advertising to retailers and brands.
Key Metrics
In addition to the measures presented in our consolidated financial statements, our management regularly monitors certain metrics in the operation of our business:
Ending Retail Accounts
Ending retail accounts is the number of paying retailer accounts with Leafly as of the last month of the respective period. Retail accounts can include more than one retailer. We believe this metric is helpful for investors because it represents a portion of the volume element of our revenue and provides an indication of our market share. Management believes this metric offers useful information in understanding consumer behavior, trends in our business, and our overall operating results.
Retailer Average Revenue Per Account (“ARPA”)
Retailer ARPA is calculated as monthly retail revenue, on an account basis, divided by the number of retail accounts that were active during that same month. An active account is one that had an active paying subscription with Leafly in the month. We believe this metric is helpful for investors because it represents the price element of our revenue. Management believes
this metric offers useful information in understanding consumer behavior, trends in our business, and our overall operating results.
Results of Operations
Key Metrics
The table below presents these measures for the respective periods:
|
Three Months Ended September 30, |
|
|||||||||||||
|
2024 |
|
|
2023 |
|
|
Change |
|
|
Change (%) |
|
||||
Key Operating Metrics: |
|
|
|
|
|
|
|
|
|
|
|
||||
Ending retail accounts1 |
|
3,554 |
|
|
|
4,466 |
|
|
|
(912 |
) |
|
|
-20 |
% |
Retailer ARPA2 |
$ |
695 |
|
|
$ |
644 |
|
|
$ |
51 |
|
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Nine Months Ended September 30, |
|
|||||||||||||
|
2024 |
|
|
2023 |
|
|
Change |
|
|
Change (%) |
|
||||
Key Operating Metrics: |
|
|
|
|
|
|
|
|
|
|
|
||||
Ending retail accounts1 |
|
3,554 |
|
|
|
4,466 |
|
|
|
(912 |
) |
|
|
-20 |
% |
Retailer ARPA2 |
$ |
685 |
|
|
$ |
585 |
|
|
$ |
100 |
|
|
|
17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
There was a 20% decline in year-over-year ending retail accounts for each of the three months and nine months ended September 30, 2024, compared to the same periods in 2023 primarily related to customer budget constraints and Leafly’s ongoing removal of non-paying customers from the platform over the last 12 months. In addition, sequentially, ending retail accounts declined 1% from 3,595 at June 30, 2024.
The 8% increase in ARPA for the three months ended September 30, 2024, compared to the same period in 2023 was primarily the result of the removal of lower ARPA accounts from the platform, coupled with targeted price increases on Leafly products over the last twelve months. Sequentially, ARPA increased 2% from $684 at June 30, 2024 due to the reduction of lower ARPA accounts in 2024.
Revenue
We generate our revenue through the sale of online advertising and online order reservation enablement on the Leafly platform for suppliers in our Retail and Brands segments. Within our Retail segment, we monetize our multi-sided retail marketplace through monthly subscriptions that enable retailers to advertise to and acquire potential shoppers. Our solutions allow retailers, where legally permissible, to accept online orders from shoppers who visit Leafly.com or use a Leafly-powered online order reservation solution, including our iOS app. Within our Brands segment, our revenue is derived by creating custom advertising campaigns for both small and large brands that target Leafly’s broad and diverse audience and offering brands profile listings on our platform, which are sold on a monthly recurring subscription or annual basis. Advertising opportunities include on-site digital display, native placements, email, branded content, and off-site audience
30
extension. Leafly’s advertising partners span a variety of verticals including hardware and accessories, THC-infused products, hemp, CBD, and seed.
|
Three Months Ended September 30, |
|
|||||||||||||
|
2024 |
|
|
2023 |
|
|
Change ($) |
|
|
Change (%) |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
||||
Retail |
$ |
7,378 |
|
|
$ |
9,266 |
|
|
$ |
(1,888 |
) |
|
|
-20 |
% |
Brands |
|
975 |
|
|
|
1,317 |
|
|
|
(342 |
) |
|
|
-26 |
% |
Total revenue |
$ |
8,353 |
|
|
$ |
10,583 |
|
|
$ |
(2,230 |
) |
|
|
-21 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Nine Months Ended September 30, |
|
|||||||||||||
|
2024 |
|
|
2023 |
|
|
Change ($) |
|
|
Change (%) |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
||||
Retail |
$ |
22,590 |
|
|
$ |
27,576 |
|
|
$ |
(4,986 |
) |
|
|
-18 |
% |
Brands |
|
3,533 |
|
|
|
4,931 |
|
|
|
(1,398 |
) |
|
|
-28 |
% |
Total revenue |
$ |
26,123 |
|
|
$ |
32,507 |
|
|
$ |
(6,384 |
) |
|
|
-20 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retail
Retail revenues decreased $1,888 for the three months ended September 30, 2024 as compared to the same period in 2023 primarily due to a $870 decrease in subscriptions revenue, a $979 decrease in digital display ads, and a decrease in other revenues of $39 for the three months ended September 30, 2024 as compared to the same period in 2023. The net 20% decrease was driven by the reduction in ending retail accounts discussed above.
Retail revenues decreased $4,986 for the nine months ended September 30, 2024 as compared to the same period in 2023 primarily due to a $2,045 decrease in subscriptions revenue and a $3,030 decrease in digital display ads. These decreases were slightly offset by an increase in other revenues of $89 for the nine months ended September 30, 2024 as compared to the same period in 2023. The net 18% decrease was driven by the reduction in ending retail accounts discussed above.
Brands
For the three months ended September 30, 2024 as compared to the same period in 2023, Brands revenue decreased $342, due to a reduction in display ads of $200, a decrease in other revenues of $26, a branded content decrease of $89 and a direct-to-consumer marketing revenue decrease of $27. The decrease in brands revenue was driven primarily by reduced spend by our brand customers due primarily to changes in the macro environment and customer budget constraints.
For the nine months ended September 30, 2024 as compared to the same period in 2023, Brands revenue decreased $1,398, due to a reduction in display ads of $950, a decrease in other revenues of $164, a branded content decrease of $88 and a direct-to-consumer marketing revenue decrease of $196. The decrease in brands revenue was driven primarily by reduced spend by our brand customers due primarily to changes in the macro environment and customer budget constraints.
Cost of Revenue
|
Three Months Ended September 30, |
|
|||||||||||||
|
2024 |
|
|
2023 |
|
|
Change ($) |
|
|
Change (%) |
|
||||
Cost of sales: 1 |
|
|
|
|
|
|
|
|
|
|
|
||||
Retail |
$ |
793 |
|
|
$ |
990 |
|
|
$ |
(197 |
) |
|
|
-20 |
% |
Brands |
|
111 |
|
|
|
173 |
|
|
|
(62 |
) |
|
|
-36 |
% |
Total cost of sales |
$ |
904 |
|
|
$ |
1,163 |
|
|
$ |
(259 |
) |
|
|
-22 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
31
|
Nine Months Ended September 30, |
|
|||||||||||||
|
2024 |
|
|
2023 |
|
|
Change ($) |
|
|
Change (%) |
|
||||
Cost of sales: 1 |
|
|
|
|
|
|
|
|
|
|
|
||||
Retail |
$ |
2,437 |
|
|
$ |
3,161 |
|
|
$ |
(724 |
) |
|
|
-23 |
% |
Brands |
|
402 |
|
|
|
586 |
|
|
|
(184 |
) |
|
|
-31 |
% |
Total cost of sales |
$ |
2,839 |
|
|
$ |
3,747 |
|
|
$ |
(908 |
) |
|
|
-24 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retail
Retail cost of sales reductions were driven by increased efficiency and lower platform costs, driving an improvement in gross margin of 89.3% versus 89.3% and 89.2% versus 88.5% for the three and nine months ended September 30, 2024, respectively, as compared to the same periods in 2023 as described below.
For the three months ended September 30, 2024 as compared to the same period in 2023, retail cost of revenue decreased $197 due to decreased business platform and merchant processing costs of $145 and decreased website infrastructure costs of $44 and decreased labor allocation costs of $8.
For the nine months ended September 30, 2024 as compared to the same period in 2023, retail cost of revenue decreased $724 due to decreased business platform and merchant processing costs of $531, decreased labor allocation costs of $65 and decreased website infrastructure costs of $128.
Brands
Brands cost of sales reductions were a consequence of declining revenues and, to a lesser extent, increased efficiency as described below with a slight improvement in gross margin of 88.6% versus 86.9% and 88.6% versus 88.1% for the three and nine months ended September 30, 2024, respectively, as compared to the same periods in 2023.
Brands cost of revenue decreased $62 for the three months ended September 30, 2024 as compared to the same period in 2023, of which $40 corresponds to decreased associated revenue. Brands cost of revenue also decreased $22 for the three months ended September 30, 2024 as compared to the same period in 2023, due to reduced labor allocation costs.
Brands cost of revenue decreased $184 for the nine months ended September 30, 2024 as compared to the same period in 2023, of which $139 corresponds to decreased associated revenue. Brands cost of revenue also decreased $45 for the nine months ended September 30, 2024 as compared to the same period in 2023, due to reduced labor allocation costs.
Operating Expenses
As described below, operating expenses declined significantly overall as a result of the reductions in force and cost reduction activities in early 2023.
|
Three Months Ended September 30, |
|
|||||||||||||
|
2024 |
|
|
2023 |
|
|
Change ($) |
|
|
Change (%) |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
$ |
2,149 |
|
|
$ |
2,563 |
|
|
$ |
(414 |
) |
|
|
-16 |
% |
Product development |
|
2,205 |
|
|
|
2,533 |
|
|
|
(328 |
) |
|
|
-13 |
% |
General and administrative |
|
3,642 |
|
|
|
5,799 |
|
|
|
(2,157 |
) |
|
|
-37 |
% |
Total operating expenses |
$ |
7,996 |
|
|
$ |
10,895 |
|
|
$ |
(2,899 |
) |
|
|
-27 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
32
|
Nine Months Ended September 30, |
|
|||||||||||||
|
2024 |
|
|
2023 |
|
|
Change ($) |
|
|
Change (%) |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
$ |
7,143 |
|
|
$ |
10,326 |
|
|
$ |
(3,183 |
) |
|
|
-31 |
% |
Product development |
|
6,995 |
|
|
|
8,133 |
|
|
|
(1,138 |
) |
|
|
-14 |
% |
General and administrative |
|
12,087 |
|
|
|
17,475 |
|
|
|
(5,388 |
) |
|
|
-31 |
% |
Total operating expenses |
$ |
26,225 |
|
|
$ |
35,934 |
|
|
$ |
(9,709 |
) |
|
|
-27 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and Marketing
Sales and marketing expenses decreased $414 for the three months ended September 30, 2024 as compared to the same period in 2023 due to: a $346 decrease in compensation costs and a $68 reduction in other costs.
Sales and marketing expenses decreased $3,183 for the nine months ended September 30, 2024 as compared to the same period in 2023 due to: a $2,948 decrease in compensation costs and a $256 reduction in other costs partially offset by an increase in advertising and professional services of $21.
Product Development
Product development expenses decreased $328 for the three months ended September 30, 2024 as compared to the same period in 2023 due to a $366 decrease in compensation costs (or $328 excluding capitalized costs) and a $64 reduction in other costs, which were partially offset by a $102 increase in depreciation expense primarily related to capitalized internal use software. Product development expenses are reported net of $483 and $254 of costs capitalized to internal-use software for the three months ended September 30, 2024 and 2023, respectively.
Product development expenses decreased $1,138 for the nine months ended September 30, 2024 as compared to the same period in 2023 due to a $1,321 decrease in compensation costs (or $1,283 excluding capitalized costs); and a $279 reduction in other costs, partially offset by a $346 increase in depreciation expense primarily related to capitalized internal use software and a $116 increase in professional services. Product development expenses are reported net of $1,080 and $1,042 of costs capitalized to internal-use software for the nine months ended September 30, 2024 and 2023, respectively.
General and Administrative
General and administrative expenses decreased $2,157 for the three months ended September 30, 2024 as compared to the same period in 2023 due to a $905 decrease in bad debts expense due to recoveries in the current year period, a $585 decrease in compensation costs, $454 reduction in insurance expense, an $82 decrease in legal and professional services and a $131 decline in other costs.
General and administrative expenses decreased $5,388 for the nine months ended September 30, 2024 as compared to the same period in 2023 due to a $1,890 decrease in bad debts expense due to recoveries in the current year period, a $1,454 decrease in legal and professional services, a $1,373 reduction in insurance, a $761 decrease in compensation costs and a $193 decline in other costs partially offset by a $283 increase in business tax expenses related to franchise and license taxes.
Legal and professional services expenses include $100 and $304 for the three and nine months ended September 30, 2024, respectively, related to advisors for strategic alternatives as discussed below under Liquidity and Capital Resources — Going Concern.
33
Other Income and Expense
|
Three Months Ended September 30, |
|
|||||||||||||
|
2024 |
|
|
2023 |
|
|
Change ($) |
|
|
Change (%) 1 |
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
$ |
(629 |
) |
|
$ |
(720 |
) |
|
$ |
91 |
|
|
|
-13 |
% |
Other income (expense), net |
|
37 |
|
|
|
(15 |
) |
|
|
52 |
|
|
|
-347 |
% |
Total other income (expense) |
$ |
(592 |
) |
|
$ |
(735 |
) |
|
$ |
143 |
|
|
|
-19 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Nine Months Ended September 30, |
|
|||||||||||||
|
2024 |
|
|
2023 |
|
|
Change ($) |
|
|
Change (%) 1 |
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
$ |
(1,874 |
) |
|
$ |
(2,157 |
) |
|
$ |
283 |
|
|
|
-13 |
% |
Other income (expense), net |
|
14 |
|
|
|
288 |
|
|
|
(274 |
) |
|
|
-95 |
% |
Total other income (expense) |
$ |
(1,860 |
) |
|
$ |
(1,869 |
) |
|
$ |
9 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net decreased by $91 and $283 for the three and nine months ended September 30, 2024 compared to the same periods in 2023 due primarily to a $101 and $354 increase, respectively, in interest income related to an increase in average balances invested.
Other income (expense), net increased by $52 and decreased by $274 for the three and nine months ended September 30, 2024 as compared to the same periods in 2023 due primarily to a $0 and $253 reduction, respectively, in the change in fair value of derivatives.
Net Loss
Net loss was $1,139 and $4,801 for the three months and nine months ended September 30, 2024, respectively, compared to net loss of $2,210 and $9,043 for the three and nine months ended September 30, 2023, respectively. The reductions in net loss were primarily due to the realization of cost savings from the 2023 reduction in force and cost cutting measures, as discussed above.
Non-GAAP Financial Measures
Earnings Before Interest, Taxes and Depreciation and Amortization (EBITDA) and Adjusted EBITDA
To provide investors with additional information regarding our financial results, we have disclosed EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures that we calculate as net loss before interest, taxes and depreciation and amortization expense in the case of EBITDA and further adjusted to exclude non-cash, unusual and/or infrequent costs in the case of Adjusted EBITDA. Below we have provided a reconciliation of net loss (the most directly comparable GAAP financial measure) to EBITDA and from EBITDA to Adjusted EBITDA.
We present EBITDA and Adjusted EBITDA because these metrics are key measures used by our management to evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.
34
EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider these in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:
Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results.
A reconciliation of net loss to non-GAAP EBITDA and Adjusted EBITDA follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net loss |
|
$ |
(1,139 |
) |
|
$ |
(2,210 |
) |
|
$ |
(4,801 |
) |
|
$ |
(9,043 |
) |
Interest expense, net |
|
|
629 |
|
|
|
720 |
|
|
|
1,874 |
|
|
|
2,157 |
|
Depreciation and amortization expense |
|
|
378 |
|
|
|
276 |
|
|
|
1,030 |
|
|
|
697 |
|
EBITDA |
|
|
(132 |
) |
|
|
(1,214 |
) |
|
|
(1,897 |
) |
|
|
(6,189 |
) |
Stock-based compensation |
|
|
424 |
|
|
|
997 |
|
|
|
1,629 |
|
|
|
2,235 |
|
Transaction related expenses - strategic alternatives, reverse stock split |
|
|
100 |
|
|
|
55 |
|
|
|
304 |
|
|
|
55 |
|
Reduction in force |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
754 |
|
Change in fair value of derivatives |
|
|
(14 |
) |
|
|
(14 |
) |
|
|
(42 |
) |
|
|
(295 |
) |
Adjusted EBITDA |
|
$ |
378 |
|
|
$ |
(176 |
) |
|
$ |
(6 |
) |
|
$ |
(3,440 |
) |
|
|
|
|
|
|
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||||
The favorable changes in EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2024 versus the same periods in 2023 are primarily due to cost savings resulting from Leafly’s reductions in force and cost cutting measures described above.
Financial Condition
Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash totaled $13,815 and $15,544 as of September 30, 2024 and December 31, 2023, respectively. Explanations of our cash flows for the periods presented follow.
Cash Flows
Nine Months Ended September 30, 2024
During the nine months ended September 30, 2024, we utilized a total of $1,729 of cash to fund cash operating losses of approximately $1,291 partially offset by favorable changes in current assets and liabilities of $975, investing activities (primarily capitalized software costs) of $1,078, and financing activities of $335 (primarily the $1,109 repayment of the short-term financing partially offset by $908 of funds raised in the ATM Offering net of offering costs). The changes in current assets and liabilities during the nine months ended September 30, 2024 included reductions in accounts payable and accrued expenses of $451 as well as a decrease in prepaid expenses and other current assets of $1,162.
35
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
As compared to the nine months ended September 30, 2023, cash used in operations decreased by $9,322 to $316 for the nine months ended September 30, 2024, mainly due to decreased net loss from operations as a result of the reductions in force, the cost cutting measures employed in 2023 and the payment of 2022 bonuses in early 2023. Cash used in investing activities increased $63 to $1,078 for the nine months ended September 30, 2024 primarily due to higher software capitalization in the current year period. Cash and restricted cash used by financing activities increased $504 from the 2023 period to a use of $335 for the nine months ended September 30, 2024 (primarily the $1,109 repayment of the short-term financing partially offset by $908 of funds raised in the ATM Offering net of offering costs in 2024).
Deferred Revenue
Deferred revenue is primarily related to software subscriptions and display ads. The revenue deferred at September 30, 2024 is expected to be recognized in the near term. See Note 8 to our consolidated financial statements within this Quarterly Report for further discussion.
Contractual Obligations and Other Planned Uses of Capital
We are obligated to repay the operating liabilities on our Consolidated Balance Sheets, such as accrued liabilities. In addition, we are obligated to pay any 2022 Notes when they come due on January 31, 2025 that do not ultimately convert to equity. See Note 9 to our consolidated financial statements within this Quarterly Report for more information.
Liquidity and Capital Resources
We primarily fund our operations and capital expenditures through cash flows generated by operations and our cash, cash equivalents and restricted cash on hand. Our principal liquidity needs in the “near-term” (within the next twelve months) include the direct costs associated with revenues earned, operating expenses, payment of principal and interest on the 2022 Notes and tax payments. The 2022 Notes bear interest at 8% annually, paid in cash semi-annually in arrears on July 31 and January 31 of each year, and mature on January 31, 2025.
To the extent existing sources of liquidity are not sufficient to fund future activities, meet our payment obligations under the 2022 Notes or pursue strategic opportunities, we may need to raise additional funds, which we may seek to do through equity or debt financings, or seek to refinance the 2022 Notes. Any additional equity financing may be dilutive to stockholders. Debt financing, if available, may involve agreements that include equity conversion rights, covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, expending capital, or pursuing certain business opportunities. There can be no assurance that, if needed, we will be able to obtain additional or adequate financing or to refinance or restructure our indebtedness on terms favorable to us, if at all. See, Part I, Item 1A Risk Factors in our 2023 Annual Report under the headings “— We may need to raise additional capital, which may not be available on favorable terms, if at all, causing dilution to our stockholders, restricting our operations or adversely affecting our ability to operate our business.” and “— Risks Relating to our Indebtedness.” In addition, if our securities are delisted, our ability to raise additional equity financing will be limited, and we may no longer have access to our ATM Program. See Section 1A. Risk Factors – “Our failure to regain compliance with the continued listing requirements of the Nasdaq Capital Market could result in a delisting of our common stock.”
Going Concern
Under the rules of ASC Subtopic 205-40 “Presentation of Financial Statements — Going Concern” (“ASC 205-40”), reporting companies are required to evaluate whether conditions and/or events raise substantial doubt about their ability to meet their future financial obligations as they become due within one year after the date that the financial statements are
36
issued. This evaluation takes into account a company’s current available cash and projected cash needs over the one-year evaluation period but may not consider things beyond its control.
We have $29,425 of 2022 Notes maturing on January 31, 2025 and based on our current liquidity position would not be able to repay the 2022 Notes when due. Note 9 to our consolidated financial statements within this Quarterly Report provides additional information regarding the 2022 Notes. In addition, as noted above, we have experienced revenue declines, incurred recurring operating losses, used cash from operations, and relied on the capital raised in the Business Combination to continue ongoing operations. We have incurred operating losses since our inception and had an accumulated deficit of $78,999 and $74,198 at September 30, 2024 and December 31, 2023, respectively. These conditions, when considered in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year of the date the financial statements included in this Quarterly Report are issued. In response to these conditions, we took the following actions:
The restructuring plans above have been implemented and are expected to continue contributing to the cash savings of the Company. We are closely monitoring and reducing operating expenses where we are able to, while intending to ensure the trajectory and viability of the business remains intact. However, we cannot meet our debt maturity obligations without a significant capital infusion or a lender’s commitment to refinance our debt. After considering all available evidence, Leafly determined that the combined impact of our cost reduction measures outlined in both actions above and planned operations will be not sufficient to meet our capital requirements for a period of at least twelve months from the date that our September 30, 2024 financial statements are issued. We believe substantial doubt exists about our ability to continue as a going concern within one year of the date these financial statements are issued. Management will continue to evaluate our liquidity and capital resources.
We believe that our capital resources are not sufficient to fund our operations for at least the following 12 months, because we do not currently have the ability to repay our 2022 Notes due in January 2025.
ATM Offering
On June 27, 2024, we entered into the Equity Distribution Agreement with the Agent pursuant to which we could sell, at our option, up to an aggregate of $2,519 in shares of our common stock through the Agent under the ATM Offering. During the three and nine months ended September 30, 2024, we raised net proceeds totaling $908 under the ATM Offering (Note 11).
Noncompliance with Nasdaq Continued Listing Standards
From January 1, 2024 until March 25, 2024, we were out of compliance with the Audit Committee Rule, which requires our Board’s Audit Committee to be composed of at least three independent members. On January 3, 2024, we received a letter from the Staff confirming our noncompliance with the Audit Committee Rule and providing us with a cure period to regain compliance (i) until the earlier of our next annual meeting of stockholders or January 2, 2025; or (ii) if the next annual meeting of stockholders was held before July 1, 2024, then we had to evidence compliance no later than July 1, 2024. As a
37
result of the Board’s appointment on March 25, 2024 of two new independent directors, Messrs. Monat and Nannetti, to the Board and to the Board's Audit Committee, on April 1, 2024, we received written notice from the Staff confirming that we regained compliance with the Audit Committee Rule and this matter is now closed.
On April 9, 2024, we received the Notice from the Staff notifying us that we no longer comply with Nasdaq's requirements contained in Nasdaq Listing Rule 5550 for companies traded on the Capital Market. Nasdaq Listing Rule 5550 requires a company listed on the Capital Market to continuously meet at least one of the Continued Listing Standards set forth in Nasdaq Listing Rule 5550(b), as follows:
Continued Listing Standard |
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Requirement |
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“Stockholders’ Equity” |
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Minimum $2.5 million |
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“Market Value of Listed Securities” |
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Minimum $35 million |
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“Net Income” |
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Minimum $500 thousand from continuing operations – most recent fiscal year or in two of three of last three fiscal years |
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As confirmed by the Notice, we do not currently meet any of the Continued Listing Standards. The Notice has no immediate effect on the listing of the Company's common stock or warrants, and its common stock and warrants will continue to trade on the Capital Market under the symbols “LFLY” and “LFLYW,” respectively. As set forth in the Notice, within 45 calendar days from the date of the Notice, we had the right to submit to Nasdaq a plan to regain compliance with Nasdaq's Stockholders' Equity and/or Market Value of Listed Securities standards, and the Staff may grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance. On May 24, 2024, we submitted a proposed plan of compliance to Nasdaq showing how we intend to regain compliance with the Stockholders’ Equity standard, and subsequently, upon request by Nasdaq, we provided updates on our progress under the proposed plan. On October 4, 2024, the Company received a plan denial and delisting determination letter from the Staff. The Company requested a hearing before a Nasdaq Hearing Panel (“Panel”). Any suspension or delisting of the Company’s common stock and warrants on the Capital Market has been stayed, pending the scheduled hearing and a final written decision from the Panel. The Panel hearing is scheduled for December 5, 2024. If the Panel denies the Company’s appeal, then the Company's common stock and warrants will be delisted from the Capital Market. There can be no assurance that the Panel will grant the Company an extension period or that the Company will ultimately meet all applicable criteria for continued listing on the Capital Market.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2024.
Contractual Obligations
Other than our 2022 Notes (see Note 9 to our consolidated financial statements), we do not have any long-term debt, lease obligations or other long-term liabilities. We have entered into several multi-year licensing and administration agreements in the ordinary course of business, the cost of which are reflected within general and administrative expense within our statements of operations as costs are incurred.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
We believe there have been no material changes to the items that we disclosed as our critical accounting estimates under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2023 Annual
38
Report.
Recently Issued and Adopted Accounting Pronouncements
Reference is made to Note 2 for information about recently issued accounting pronouncements.
39
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Leafly is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required with respect to market risk.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Because there are inherent limitations in all control systems, a control system, no matter how well conceived and operated, can provide only reasonable, as opposed to absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of the end of the period covered by this Quarterly Report.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three months ended September 30, 2024.
Part II - Other Information
Item 1. LEGAL PROCEEDINGS.
We are involved in legal and administrative proceedings and litigation arising in the ordinary course of business. We believe that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a material effect on our financial position, cash flows or results of operations when resolved in a future period. In addition, based upon information available to us and our review of lawsuits and claims filed or pending against us to date, we believe there are no material pending legal proceedings to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries’ property is the subject.
Item 1A. RISK FACTORS.
Risk factors that affect our business and financial results are discussed in Part I, Item 1A of our 2023 Annual Report. As of the date of this report, other than as set forth below, we are not aware of any material changes in the risk factors disclosed in our 2023 Annual Report. You should carefully consider the risks and uncertainties described herein and in our 2023 Annual Report, which have the potential to affect our business, financial condition, results of operations, cash flows or prospects in a material and adverse manner. The risks described herein and in our 2023 Annual Report are not the only risks we face, as there are additional risks and uncertainties not currently known to us or that we currently deem to be immaterial which may in the future adversely affect our business, financial condition and/or operating results.
Our failure to regain compliance with the continued listing requirements of the Nasdaq Capital Market could result in a delisting of our common stock.
On April 9, 2024, we received a notification from Nasdaq’s Listing Qualifications Staff (“Staff”) notifying us that we no longer comply with Nasdaq Listing Rule 5550(b) (the “Continued Listing Standards”). On May 24, 2024, we timely submitted a proposed plan of compliance to Nasdaq showing how we intend to regain compliance with the Stockholders’ Equity standard, and subsequently, upon request by Nasdaq, we provided updates on our progress under the proposed plan. On October 4, 2024, the Company received a plan denial and delisting determination letter from the Staff. The Company requested a hearing before a Nasdaq Hearing Panel (“Panel”). Any suspension or delisting of the Company’s common stock and warrants on the Capital Market has been stayed, pending the scheduled hearing and a final written decision from the Panel, and our common stock and warrants continue to trade on the Nasdaq Capital Market (the “Capital Market”) under the symbols “LFLY” and “LFLYW,” respectively. The Panel hearing is scheduled for December 5, 2024. If the Panel denies the Company’s appeal, then the Company's common stock and warrants will be delisted from the Capital Market. There can be no assurance that the Panel will grant the Company an extension period or that the Company will ultimately meet all applicable criteria for continued listing on the Capital Market.
If we are delisted from the Capital Market, it is unlikely we would qualify for listing on another national securities exchange in the United States and trading of our common stock and warrants may take place on an over-the-counter market established for unlisted securities, such as the OTCQX, the OTCQB or the Pink Market maintained by OTC Markets Group Inc. We cannot assure you that our common stock and/or warrants, if delisted from Nasdaq, will ever be listed on another securities exchange or quoted on an over-the counter quotation system. An investor would likely find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock and warrants on an over-the-counter market, and many investors would likely not buy or sell our common stock and warrants due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other reasons. Accordingly, delisting from the Capital Market could make trading our securities more difficult for investors, likely leading to declines in our share price, trading volume and liquidity. Delisting from Nasdaq could also result in negative publicity and make it more difficult for us to raise additional capital. The absence of such a listing may adversely affect the acceptance of our common stock as transaction consideration or the value accorded our common stock by other parties. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our securities and the ability of holders to sell our securities in the secondary market.
41
If our common stock is delisted, it may come within the definition of “penny stock” as defined in the Exchange Act and would be covered by Rule 15g-9 of the Exchange Act. Rule 15g-9 imposes additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors which may further limit the market liquidity of our common stock and the ability of our stockholders to sell our common stock in the secondary market. The regulations relating to penny stocks, coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our common stock.
Furthermore, we are party to a number of agreements pursuant to which we have contractual covenants that we remain listed on the Capital Market or another national securities exchange, including pursuant to the 2022 Notes. In the event our securities are delisted from the Capital Market, we will be in breach of such covenants. Such breach, if not cured or waived by holders of such securities, could result in litigation and, with respect to the 2022 Notes, would result in an acceleration of principal amount of the 2022 Notes. Any of the foregoing would materially and adversely affect our business, financial condition and results of operations.
Item 5. OTHER INFORMATION.
During the three months ended September 30, 2024, no director or officer of the Company
42
Item 6. EXHIBITS.
The following documents are included as exhibits to this Quarterly Report:
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101.INS |
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Inline XBRL Instance Document |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document |
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104 |
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Cover Page Interactive Data File |
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Filed herewith. |
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The XBRL Instance Document and Cover Page Interactive Data File do not appear in the Interactive Data File because their XBRL tags are embedded within the Inline XBRL document. |
**** |
Submitted electronically herewith. |
#
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In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibit 32 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference. |
43
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 8, 2024.
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Leafly Holdings, Inc. |
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By: |
/s/ Yoko Miyashita |
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Yoko Miyashita |
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Chief Executive Officer |
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By: |
/s/ Suresh Krishnaswamy |
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Suresh Krishnaswamy |
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Chief Financial Officer |