UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 13, 2024
| PALTALK, INC. |
| (Exact name of registrant
as specified in its charter) |
| Delaware |
|
001-38717 |
|
20-3191847 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
30
Jericho Executive Plaza, Suite 400E
Jericho, NY |
|
11753 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (212) 967-5120
(Former name or former address, if changed since
last report)
Not Applicable
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.001 par
value |
|
PALT |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 2 - Financial Information
Item 2.02 Results of Operations and Financial
Condition.
On August 13, 2024, Paltalk,
Inc. issued a press release announcing its financial results for the quarter ended June 30, 2024. The press release is furnished as Exhibit
99.1.
The information in this Current
Report on Form 8-K (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation
language in such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: August 13, 2024 |
|
|
| |
PALTALK, INC. |
| |
|
|
| |
By: |
/s/ Jason Katz |
| |
|
Jason Katz |
| |
|
Chief Executive Officer |
2
Exhibit 99.1
Paltalk,
Inc. Reports Results for Second Quarter 2024
Cash
Balance of $12.8 Million at June 30, 2024
Jericho,
NY - August 13, 2024 (GLOBE NEWSWIRE) – via NewMediaWire – Paltalk, Inc. (“Paltalk,” the “Company,”
“we,” “our” or “us”) (Nasdaq: PALT), a communications software innovator that powers multimedia
social applications, today announced financial and operational results for the second quarter ended June 30, 2024.
Key
Financial Highlights for Second Quarter Ended June 30, 2024 Compared to Prior Year Period
| ● | Revenue
decreased 24.7% to $2.2 million |
| ● | Subscription
revenue decreased 26.1% to $2.1 million |
| ● | Advertising
revenue increased 29.2% to $0.1 million |
| ● | Net
loss was $0.9 million compared to a net income of $0.1 million, a decline of 788.8% |
| ● | Adjusted
EBITDA1 loss was $0.9 million compared to Adjusted EBITDA1 loss of $14,945 |
| ● | Cash
balance decreased $0.2 million from the first quarter of 2024 to $12.8 million |
Key
Financial Highlights for the Six Months Ended June 30, 2024 Compared to Prior Year Period
| ● | Revenue
decreased 12.6% to $4.8 million |
| ● | Subscription
revenue decreased 14.4% to $4.6 million |
| ● | Advertising
revenue increased 59.6% to $0.2 million |
| ● | Net
loss was $1.4 million compared to a net loss of $0.6 million, an increase of 136.7% |
| ● | Adjusted
EBITDA1 loss was $1.4 million compared to Adjusted EBITDA1 loss of $0.7 million |
| ● | Net
cash used in operating activities for the six months ended decreased 22.5% to $0.8 million |
| ● | Deferred
revenue decreased 12.6% to $1.9 million as of June 30, 2024 compared to June 30, 2023 |
| ● | The
Company had $12.8 million in cash and no long-term debt on its balance sheet as of June 30, 2024 |
Operational
Highlights
| ● | Entered
into an Agreement and Plan of Merger (the “Agreement”) to acquire Newtek Technology Solutions, Inc. (“NTS”) from
NewtekOne, Inc. (“Newtek”), the sole stockholder of NTS, through a two-step merger process. Paltalk will pay $4,000,000 in
cash to Newtek and will issue to Newtek 4,000,000 shares of a newly created series of Paltalk’s preferred stock (in each case,
subject to adjustment as further described in the Agreement) (the “Acquisition”). Newtek is also entitled to receive an earn-out
payment of up to $5,000,000 based on the achievement of certain cumulative average Adjusted EBITDA thresholds for the 2025 and 2026 fiscal
years. |
| ● | As
a condition to the closing of the acquisition, Paltalk must effectuate the sale of its “Paltalk”, “Camfrog”,
and “Tinychat” applications and all assets and liabilities related to such applications in one or more transactions, such
that upon the completion of such transaction or transactions, Paltalk and its related persons no longer hold any right to operate or
control such applications, whether directly or indirectly (such transaction or transactions, the “Divestiture Transaction”).
Following the Divestiture Transaction, Paltalk will retain (i) all patents, patent applications, and any rights or causes of action related
to such applications (including the pending patent litigation against Cisco), and (ii) any assets (including intellectual property) that
are not exclusively related to such applications. |
Business
Objectives
| ● | Looking
for divestiture opportunities to maximize stockholder value and close the Acquisition |
| ● | Continuing
our efforts to improve user experience with ManyCam software and optimize features for both consumer and enterprise applications |
| ● | Further
optimizing marketing spend to effectively realize a positive return on our investment |
| ● | Continuing
to implement several enhancements to our live video chat applications, as well as the integration of card and board games and other features
focused on retention and monetization, which collectively are intended to increase user engagement and revenue opportunities |
| ● | Continuing
to develop our consumer application platform strategy by seeking potential partnerships with large third-party communities to who we
could promote a co-branded version of our video chat products and potentially share in the incremental revenues generated by these partner
communities |
| ● | Further
optimizing marketing spend to effectively realize a positive return on our investment |
| ● | Continuing
to defend our intellectual property |
| 1 | Adjusted
EBITDA is a non-GAAP financial measure. Please see the discussion below under the heading “Non-GAAP Financial Measures and Key
Metrics” and the reconciliations at the end of this release for additional information concerning this and other non-GAAP financial
measures. |
Management
Commentary
Jason
Katz, Chairman and CEO of Paltalk, commented, “The announcement of our definitive agreement to acquire Newtek Technology Solutions
from NewtekOne, Inc. marks a transformational transaction for our company. We believe that it provides a tremendous opportunity for us
to provide excellent value for our stockholders by growing the business organically and acquisitively through strategic initiatives.
As the founder and leader of Paltalk for the past 20 years, I am confident we will find the right owner for our core video chat applications.
We have an ample cash balance of $12.8 million and are excited to focus our attention on growing the technology solutions business.”
“We
believe our second quarter results reflect a softness in discretionary spending by our subscribers due in part to the overall economic
and inflationary environment. We believe these impacts are macro-economic in nature and not long-term for our business. We expect to
continue to make adjustments to our promotional spending until we see a pick-up in our metrics. In addition, our second quarter results
of operations included approximately $0.3 million of expenses related to the NTS transaction. Our trial against Cisco is set to begin
on August 26, 2024, and we look forward to continuing to defend our intellectual property.” Katz concluded.
Patent
Litigation Update – Trial Expected to Begin in August 2024
On
July 23, 2021, a wholly owned subsidiary of the Company, Paltalk Holdings, Inc., filed a patent infringement lawsuit against WebEx Communications,
Inc., Cisco WebEx LLC, and Cisco Systems, Inc. (collectively, “Cisco”), in the U.S. District Court for the Western District
of Texas (the “Court”). We allege that certain of Cisco’s products have infringed U.S. Patent No. 6,683,858, and that
we are entitled to damages.
A
Markman hearing took place on February 24, 2022. On September 7, 2022, the United States Patent Office issued a reexamination of U.S.
Patent No. 6,683,858, and on January 19, 2023, the Examiner issued an Ex Parte Reexamination Certificate, ending the reexamination and
confirming the patentability of claims 1-10 of U.S. Patent No. 6,683,858. On June 29, 2023, the Court held a pretrial conference with
the parties and denied Cisco’s motion for summary judgment. On August 1, 2024, the Court held the final pretrial conference,
and the trial is set to proceed on August 26, 2024.
Financial
Results for Three Months Ended June 30, 2024
| ● | Revenue
for the three months ended June 30, 2024 decreased by 24.7% to $2.2 million, compared to $2.9 million for the three months ended June
30, 2023. This decrease was attributed to a decrease in virtual gift revenue of 47.7%; |
| ● | Loss
from operations for the three months ended June 30, 2024 increased by 322.8%, or $0.9 million, to a loss of $1.2 million, compared to
a loss of $0.3 million for the three months ended June 30, 2023. The increase in loss from operations was attributed to a decrease in
revenue for the three months ended June 30, 2024, as well as an increase in professional fees; |
| ● | Net
loss for the three months ended June 30, 2024 increased by 788.8%, or $1.1 million, to a net loss of $0.9 million, compared to net income
of $0.1 million for the three months ended June 30, 2023; and |
| ● | Adjusted
EBITDA1 loss for the three months ended June 30, 2024 increased by approximately 6164.5%, or $0.9 million, to an Adjusted
EBITDA1 loss of $0.9 million, compared to Adjusted EBITDA1 loss of $14,945 for the three months ended June 30,
2023. |
Financial
Results for Six Months Ended June 30, 2024
| ● | Revenue
for the six months ended June 30, 2024 decreased by 12.6% to $4.8 million, compared to $5.5 million for the six months ended June 30,
2023. This decrease was attributed to a decrease in virtual gift revenue of 26.6%; |
| ● | Loss
from operations for the six months ended June 30, 2024 increased by 63.2%, or $0.7 million, to a loss of $1.9 million, compared to a
loss of $1.2 million for the six months ended June 30, 2023. The decrease in loss from operations was attributed to a decrease in revenue
for the six months ended June 30, 2024; |
| ● | Net
loss for the six months ended June 30, 2024 increased by 136.7%, or $0.8 million, to a net loss of $1.4 million, compared to a net loss
of $0.6 million for the six months ended June 30, 2023; |
| ● | Adjusted
EBITDA1 loss for the six months ended June 30, 2024 increased by approximately 116.1%, or $0.7 million, to an Adjusted EBITDA1
loss of $1.4 million, compared to Adjusted EBITDA1 loss of $0.7 million for the six months ended June 30, 2023; |
| ● | Cash
and cash equivalents totaled $12.8 million at June 30, 2024, a decrease of $0.8 million compared to $13.6 million at December 31, 2023;
and |
| ● | The
Company had no long-term debt on its balance sheet at June 30, 2024. |
Key
Financial and Operating Metrics from Operations:
(in
thousands, except for percentages)
| | |
Three
Months Ended
June 30, | | |
| | |
| |
| | |
(unaudited)
| | |
Change | |
| | |
2024 | | |
2023 | | |
$ | | |
% | |
| Subscription revenue | |
$ | 2,133 | | |
$ | 2,885 | | |
$ | (752 | ) | |
| (26.1 | )% |
| Advertising revenue | |
| 92 | | |
| 71 | | |
| 21 | | |
| 29.2 | % |
| Total revenues | |
| 2,225 | | |
| 2,956 | | |
| (731 | ) | |
| (24.7 | )% |
| Loss from operations | |
| (1,174 | ) | |
| (278 | ) | |
| (896 | ) | |
| (322.8 | )% |
| Net income (loss) | |
| (934 | ) | |
| 136 | | |
| (1,070 | ) | |
| (788.8 | )% |
| Net cash used in operating activities | |
| (251 | ) | |
| (194 | ) | |
| (57 | ) | |
| (29.4 | )% |
| Adjusted EBITDA (a non-GAAP measure) | |
$ | (936 | ) | |
$ | (15 | ) | |
$ | (921 | ) | |
| (6164.5 | )% |
| | |
Six Months Ended
June 30, | | |
| | |
| |
| | |
(unaudited) | | |
Change | |
| | |
2024 | | |
2023 | | |
$ | | |
% | |
| Subscription revenue | |
$ | 4,616 | | |
$ | 5,391 | | |
$ | (775 | ) | |
| (14.4 | )% |
| Advertising revenue | |
| 206 | | |
| 129 | | |
| 77 | | |
| 59.6 | % |
| Total revenues | |
| 4,822 | | |
| 5,520 | | |
| (698 | ) | |
| (12.6 | )% |
| Loss from operations | |
| (1,936 | ) | |
| (1,187 | ) | |
| (750 | ) | |
| (63.2 | )% |
| Net loss | |
| (1,426 | ) | |
| (603 | ) | |
| (823 | ) | |
| (136.7 | )% |
| Net cash used in operating activities | |
| (772 | ) | |
| (997 | ) | |
| 225 | | |
| (22.6 | )% |
| Adjusted EBITDA (a non-GAAP measure) | |
$ | (1,434 | ) | |
$ | (663 | ) | |
$ | (770 | ) | |
| (116.1 | )% |
ABOUT
PALTALK, INC. (Nasdaq: PALT)
Paltalk,
Inc. is a communications software innovator that powers multimedia social applications. Our product portfolio includes Paltalk and Camfrog,
which together host a large collection of video-based communities. Our other products include ManyCam, Tinychat and Vumber. The Company
has an over 20-year history of technology innovation and holds 8 patents. For more information, please visit: http://www.paltalk.com.
To
be added to our news distribution list, please visit: http://www.paltalk.com/investor-alerts/.
IMPORTANT
INFORMATION ABOUT THE TRANSACTIONS AND WHERE TO FIND IT
In
connection with the issuance of Paltalk’s securities as consideration in the Acquisition (the “Parent Stock Issuance”)
and the Divestiture Transaction, Paltalk intends to file preliminary and definitive proxy statements and other materials with the Securities
and Exchange Commission (the “SEC”). In addition, Paltalk may also file other relevant documents with the SEC regarding the
proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive
proxy statement and other relevant documents will be sent or given to Paltalk’s stockholders as of the record date established
for voting. Investors and stockholders may also obtain a free copy of the proxy statement (when available) and other documents filed
by Paltalk at its website, www.paltalk.com, or at the SEC’s website, www.sec.gov. The proxy statement and other relevant documents
may also be obtained for free from Paltalk by directing such request to Paltalk, to the attention of the Investor Relations, 30 Jericho
Executive Plaza, Suite 400E Jericho, New York 11753.
PARTICIPANTS
IN THE SOLICITATION
Paltalk
and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Paltalk’s
stockholders in connection with the proposed transactions. Investors and stockholders may obtain more detailed information regarding
the names, affiliations and interests of Paltalk’s directors and executive officers by reading Paltalk’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 15, 2024. To the extent holdings of common
stock by Paltalk’s directors and executive officers have changed from the amounts of common stock held by such persons as reflected
in Paltalk’s Annual Report on Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form
4 filed with the SEC. Additional information regarding potential participants in such proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be included in the proxy statement and other relevant materials filed
with the SEC in connection with the proposed transactions when they become available.
NO
OFFER OR SOLICITATION
This
press release is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the potential transactions and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall
there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such state or jurisdiction.
FORWARD-LOOKING
STATEMENTS
Certain
statements contained in this press release constitute “forward-looking statements” as defined in Section 27A of the Securities
Act and Section 21E of the Exchange Act, that are based on current expectations, estimates, forecasts and assumptions and are subject
to risks and uncertainties. Words such as “anticipate,” “assume,” “began,” “believe,”
“budget,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“seek,” “should,” “target,” “would” and variations of such words and similar expressions
are intended to identify such forward-looking statements. Investors are cautioned that any such statements are not guarantees of future
performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking
statements in this press release may include, but are not limited to, statements relating to (i) Paltalk’s future business objectives,
(ii) the proposed transactions and their expected timing and closing, including receipt of required approvals, (iii) estimates of future
synergies, savings and efficiencies, (iv) expectations regarding Paltalk’s ability to effectively integrate assets and properties
it may acquire as a result of the proposed transactions, (v) expectations regarding future investments or divestitures, including the
Divestiture Transaction, and (vi) expectations of future plans, priorities, focus and benefits of the proposed transactions. Such statements
are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Paltalk, including but not limited
to (i) the ability of the parties to consummate the proposed transactions in a timely manner or at all, (ii) satisfaction of the conditions
precedent to consummation of the Acquisition, including the ability to secure required consents and regulatory approvals in a timely
manner or at all, and approval by Paltalk’s stockholders of the Paltalk Stock Issuance and the Divestiture Transaction, (iii) the
possibility of litigation (including related to the proposed transactions), (iv) Paltalk’s ability to improve, market and promote
its ManyCam software, (v) Paltalk’s ability to defend its intellectual property rights and (vi) other risks described in Paltalk’s
SEC filings. Paltalk does not undertake and expressly disclaims any obligation to update the forward-looking statements as a result of
new information, future events or otherwise, except as required by applicable securities laws. All forward-looking statements are based
on management’s estimates, projections and assumptions as of the date hereof. More information on potential factors that could
affect Paltalk’s financial results will be included in the preliminary and the definitive proxy statements that Paltalk intends
to file with the SEC in connection with Paltalk’s solicitation of proxies for the 2024 Annual Meeting of Stockholders to be held
to approve, among other things, the Paltalk Stock Issuance and the Divestiture Transaction in connection with the proposed transactions.
Investor
Contacts:
IR@paltalk.com
ClearThink
nyc@clearthink.capital
917-658-7878
PALTALK,
INC.
RECONCILIATION
OF GAAP TO NON-GAAP RESULTS
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
June 30,
(Unaudited) | | |
June 30,
(Unaudited) | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Reconciliation of Net Loss to Adjusted EBITDA: | |
| | |
| | |
| | |
| |
| Net loss | |
$ | (934,151 | ) | |
$ | 135,629 | | |
$ | (1,426,458 | ) | |
$ | (602,669 | ) |
| Interest income, net | |
| (144,231 | ) | |
| (171,341 | ) | |
| (296,215 | ) | |
| (292,508 | ) |
| Other income | |
| (146,269 | ) | |
| (343,045 | ) | |
| (146,269 | ) | |
| (343,045 | ) |
| Income tax expense (benefit) | |
| 50,591 | | |
| 101,059 | | |
| (67,309 | ) | |
| 51,505 | |
| Depreciation and amortization expense | |
| 205,583 | | |
| 205,583 | | |
| 411,166 | | |
| 411,167 | |
| Stock-based compensation expense | |
| 32,250 | | |
| 57,170 | | |
| 91,561 | | |
| 112,311 | |
| Reported Adjusted EBITDA | |
$ | (936,227 | ) | |
$ | (14,945 | ) | |
$ | (1,433,524 | ) | |
$ | (663,239 | ) |
Non-GAAP
Financial Measures and Key Metrics
The
Company has provided in this release Adjusted EBITDA, a non-GAAP financial measure, to supplement the consolidated financial statements,
which are prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Adjusted EBITDA
is defined as net income (loss) adjusted to exclude interest (income) expense, net, other (income) expense, net, income tax (benefit)
expense, depreciation and amortization expense, and stock-based compensation expense.
Management
uses Adjusted EBITDA internally in analyzing the Company’s financial results to assess operational performance and to determine
the Company’s future capital requirements. The presentation of this financial information is not intended to be considered in isolation
or as a substitute for the financial information prepared in accordance with GAAP. The Company believes that both management and investors
benefit from referring to Adjusted EBITDA in assessing its performance and when planning, forecasting and analyzing future periods. The
Company believes Adjusted EBITDA is useful to investors and others to understand and evaluate the Company’s operating results and
it allows for a more meaningful comparison between the Company’s performance and that of competitors. Our use of Adjusted EBITDA
has limitations as an analytical tool, and you should not consider this performance measure in isolation from or as a substitute for
analysis of our results as reported under GAAP. Some of these limitations are that Adjusted EBITDA does not reflect, among other things:
cash capital expenditures for assets underlying depreciation and amortization expense that may need to be replaced or for new capital
expenditures; interest income, net; other expense, net; income tax expense from continuing operations; our working capital requirements;
the potentially dilutive impact of stock-based compensation; and the provision for income taxes. Other companies, including companies
in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
Because
of these limitations, you should consider Adjusted EBITDA along with other financial performance measures, including total revenues,
subscription revenue, deferred revenue, net loss, cash and cash equivalents, restricted cash, net cash used in operating activities and
our financial results presented in accordance with GAAP.
PALTALK,
INC.
CONSOLIDATED
CONDENSED BALANCE SHEETS
(Unaudited)
| | |
June 30, | | |
December 31, | |
| | |
2024 | | |
2023 | |
| Assets | |
(Unaudited) | | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 12,796,004 | | |
$ | 13,568,049 | |
| Accounts receivable, net of allowances of $26,559 as of June 30, 2024 and $23,326 as of December 31, 2023, respectively | |
| 92,758 | | |
| 92,704 | |
| Employee retention tax credit receivable, net | |
| 114,212 | | |
| 114,212 | |
| Prepaid expense and other current assets | |
| 721,572 | | |
| 990,634 | |
| Total current assets | |
| 13,724,546 | | |
| 14,765,599 | |
| Operating lease right-of-use asset | |
| 116,388 | | |
| 77,005 | |
| Goodwill | |
| 6,326,250 | | |
| 6,326,250 | |
| Intangible assets, net | |
| 2,293,311 | | |
| 2,704,477 | |
| Other assets | |
| 13,937 | | |
| 13,937 | |
| Total assets | |
$ | 22,474,432 | | |
$ | 23,887,268 | |
| | |
| | | |
| | |
| Liabilities and stockholders’ equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 812,164 | | |
$ | 792,053 | |
| Accrued expenses and other current liabilities | |
| 312,511 | | |
| 226,120 | |
| Operating lease liabilities, current portion | |
| 82,334 | | |
| 77,005 | |
| Deferred subscription revenue | |
| 1,891,047 | | |
| 2,043,362 | |
| Total current liabilities | |
| 3,098,056 | | |
| 3,138,540 | |
| Operating lease liabilities, non-current portion | |
| 34,054 | | |
| - | |
| Deferred tax liability | |
| 542,532 | | |
| 614,041 | |
| Total liabilities | |
| 3,674,642 | | |
| 3,752,581 | |
| Commitments and contingencies | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Common stock, $0.001 par value, 25,000,000 shares authorized, 9,864,120 shares issued and 9,222,157 shares outstanding as of June 30, 2024 and December 31, 2023, respectively | |
| 9,864 | | |
| 9,864 | |
| Treasury stock, 641,963 shares repurchased as of June 30, 2024 and December 31, 2023, respectively | |
| (1,199,337 | ) | |
| (1,199,337 | ) |
| Additional paid-in capital | |
| 36,300,289 | | |
| 36,208,728 | |
| Accumulated deficit | |
| (16,311,026 | ) | |
| (14,884,568 | ) |
| Total stockholders’ equity | |
| 18,799,790 | | |
| 20,134,687 | |
| Total liabilities and stockholders’ equity | |
$ | 22,474,432 | | |
$ | 23,887,268 | |
PALTALK,
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
June 30, | | |
June 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Revenues: | |
| | |
| | |
| | |
| |
| Subscription revenue | |
$ | 2,132,900 | | |
$ | 2,884,989 | | |
$ | 4,615,882 | | |
$ | 5,390,659 | |
| Advertising revenue | |
| 91,725 | | |
| 71,013 | | |
| 206,473 | | |
| 129,360 | |
| Total revenues | |
| 2,224,625 | | |
| 2,956,002 | | |
| 4,822,355 | | |
| 5,520,019 | |
| Costs and expenses: | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue | |
| 810,493 | | |
| 774,028 | | |
| 1,629,568 | | |
| 1,576,503 | |
| Sales and marketing expense | |
| 192,517 | | |
| 220,512 | | |
| 383,111 | | |
| 475,380 | |
| Product development expense | |
| 1,212,220 | | |
| 1,163,640 | | |
| 2,423,921 | | |
| 2,412,222 | |
| General and administrative expense | |
| 1,183,455 | | |
| 1,075,520 | | |
| 2,322,006 | | |
| 2,242,631 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total costs and expenses | |
| 3,398,685 | | |
| 3,233,700 | | |
| 6,758,606 | | |
| 6,706,736 | |
| Loss from operations | |
| (1,174,060 | ) | |
| (277,698 | ) | |
| (1,936,251 | ) | |
| (1,186,717 | ) |
| Interest income, net | |
| 144,231 | | |
| 171,341 | | |
| 296,215 | | |
| 292,508 | |
| Other income, net | |
| 146,269 | | |
| 343,045 | | |
| 146,269 | | |
| 343,045 | |
| Income (loss) from operations before provision for income taxes | |
| (883,560 | ) | |
| 236,688 | | |
| (1,493,767 | ) | |
| (551,164 | ) |
| Income tax (expense) benefit | |
| (50,591 | ) | |
| (101,059 | ) | |
| 67,309 | | |
| (51,505 | ) |
| Net income (loss) | |
$ | (934,151 | ) | |
$ | 135,629 | | |
$ | (1,426,458 | ) | |
$ | (602,669 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) per share of common stock: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.10 | ) | |
$ | 0.01 | | |
$ | (0.15 | ) | |
$ | (0.07 | ) |
| Diluted | |
$ | (0.10 | ) | |
$ | 0.01 | | |
$ | (0.15 | ) | |
$ | (0.07 | ) |
| Weighted average number of shares of common stock used in calculating net loss per share of common stock: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 9,222,157 | | |
| 9,222,157 | | |
| 9,222,157 | | |
| 9,222,256 | |
| Diluted | |
| 9,222,157 | | |
| 9,222,157 | | |
| 9,222,157 | | |
| 9,222,256 | |
PALTALK,
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
Six Months Ended | |
| | |
June 30, | |
| | |
2024 | | |
2023 | |
| Cash flows from operating activities: | |
| | |
| |
| Net loss | |
$ | (1,426,458 | ) | |
$ | (602,669 | ) |
| Adjustments to reconcile net loss from operations to net cash used in operating activities: | |
| | | |
| | |
| Amortization of intangible assets | |
| 411,166 | | |
| 411,167 | |
| Amortization of operating lease right-of-use assets | |
| 41,802 | | |
| 40,851 | |
| Deferred tax expense | |
| - | | |
| 15,820 | |
| Income tax benefit | |
| (4,200 | ) | |
| - | |
| Allowance for credit losses | |
| 3,233 | | |
| - | |
| Deferred tax benefit | |
| (67,309 | ) | |
| - | |
| Stock-based compensation | |
| 91,561 | | |
| 112,311 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| (3,287 | ) | |
| (4,357 | ) |
| Operating lease liability | |
| (41,802 | ) | |
| (40,851 | ) |
| Prepaid expense and other current assets | |
| 269,062 | | |
| (245,900 | ) |
| Accounts payable, accrued expenses and other current liabilities | |
| 106,502 | | |
| (381,523 | ) |
| Employee retention tax credit receivable, net | |
| - | | |
| (213,629 | ) |
| Deferred subscription revenue | |
| (152,315 | ) | |
| (87,998 | ) |
| Net cash used in operating activities | |
| (772,045 | ) | |
| (996,778 | ) |
| Cash flows from investing activities: | |
| | | |
| | |
| Payment of contingent consideration | |
| - | | |
| (85,000 | ) |
| Net cash used in investing activities | |
| - | | |
| (85,000 | ) |
| Cash flows from financing activities: | |
| | | |
| | |
| Purchase of treasury stock | |
| - | | |
| (7,213 | ) |
| Net cash used in financing activities | |
| - | | |
| (7,213 | ) |
| Net decrease in cash and cash equivalents | |
| (772,045 | ) | |
| (1,088,991 | ) |
| Balance of cash and cash equivalents at beginning of period | |
| 13,568,049 | | |
| 14,739,933 | |
| Balance of cash and cash equivalents at end of period | |
$ | 12,796,004 | | |
$ | 13,650,942 | |
| Supplemental disclosure of cash flow information: | |
| | | |
| | |
| Interest | |
$ | - | | |
| 512 | |
| Taxes | |
$ | 9,550 | | |
$ | 18,551 | |
9
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