PART I. FINANCIAL INFORMATION Paltalk's unaudited Q1 2024 financial statements and management's discussion and analysis are presented ITEM 1. Financial Statements Paltalk, Inc.'s unaudited condensed consolidated financial statements for Q1 2024, covering balance sheets, operations, equity, cash flows, and detailed notes Condensed Consolidated Balance Sheets | Metric | March 31, 2024 (Unaudited) | December 31, 2023 | | :-------------------------------- | :--------------------------- | :------------------ | | Assets | | | | Cash and cash equivalents | $13,047,255 | $13,568,049 | | Total current assets | $14,052,770 | $14,765,599 | | Total assets | $22,948,015 | $23,887,268 | | Liabilities and Stockholders' Equity | | | | Total current liabilities | $2,763,367 | $3,138,540 | | Total liabilities | $3,246,324 | $3,752,581 | | Total stockholders' equity | $19,701,691 | $20,134,687 | | Total liabilities and stockholders' equity | $22,948,015 | $23,887,268 | - Total assets decreased from $23,887,268 at December 31, 2023, to $22,948,015 at March 31, 202417 - Cash and cash equivalents decreased by $520,794 from $13,568,049 at December 31, 2023, to $13,047,255 at March 31, 202417 Condensed Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Subscription revenue | $2,482,982 | $2,505,670 | | Advertising revenue | $114,748 | $58,347 | | Total revenues | $2,597,730 | $2,564,017 | | Total costs and expenses | $3,359,921 | $3,473,036 | | Loss from operations | $(762,191) | $(909,019) | | Interest income, net | $151,984 | $121,167 | | Net loss | $(492,307) | $(738,298) | | Net loss per share (Basic & Diluted) | $(0.05) | $(0.08) | - Total revenues increased by 1.3% to $2,597,730 for the three months ended March 31, 2024, compared to $2,564,017 for the same period in 2023, primarily due to an increase in advertising revenue20104 - Net loss decreased by 33.3% to $492,307 for the three months ended March 31, 2024, from $738,298 in the prior year, driven by increased revenues, reduced expenses, and improved operating efficiencies2085 Condensed Consolidated Statements of Changes in Stockholders' Equity | Metric | Balance at Dec 31, 2023 | Stock-based Compensation Expense | Net Loss | Balance at Mar 31, 2024 | | :----------------------- | :---------------------- | :------------------------------- | :------- | :---------------------- | | Common Stock Amount | $9,864 | - | - | $9,864 | | Treasury Stock Amount | $(1,199,337) | - | - | $(1,199,337) | | Additional Paid-in Capital | $36,208,728 | $59,311 | - | $36,268,039 | | Accumulated Deficit | $(14,884,568) | - | $(492,307) | $(15,376,875) | | Total Stockholders' Equity | $20,134,687 | $59,311 | $(492,307) | $19,701,691 | - Total stockholders' equity decreased from $20,134,687 at December 31, 2023, to $19,701,691 at March 31, 2024, primarily due to the net loss of $492,307, partially offset by stock-based compensation expense22 Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(520,794) | $(802,991) | | Net cash used in investing activities | - | - | | Net cash used in financing activities | - | $(7,213) | | Net decrease in cash and cash equivalents | $(520,794) | $(810,204) | | Balance of cash and cash equivalents at end of period | $13,047,255 | $13,929,729 | - Net cash used in operating activities decreased by 35.1% to $520,794 for the three months ended March 31, 2024, compared to $802,991 for the same period in 2023, mainly due to a decrease in operating expenses2585118 - The Company had no cash flows from investing activities in either period25119 - Net cash used in financing activities was $0 for the three months ended March 31, 2024, compared to $7,213 in 2023, as the stock repurchase plan expired in March 2023 and was not renewed25120 Notes to Condensed Consolidated Financial Statements 1. Organization and Description of Business - Paltalk, Inc. is a communications software innovator with a portfolio including Paltalk, Camfrog, Tinychat (video-based communities), ManyCam (live streaming software), and Vumber (telecommunications services)29 - The Company has over 20 years of technology innovation and holds 8 patents29 - Macro-economic factors, including inflation and potential recessions, may negatively impact the Company's ability to attract and retain customers and affect discretionary spending30 - The Company received $294,833 of the $343,045 Employee Retention Tax Credit (ERTC) receivable as of March 31, 202431 2. Summary of Significant Accounting Policies - No significant changes were made to the Company's accounting policies during the three months ended March 31, 202434 - The Inflation Reduction Act of 2022's 1% excise tax on stock repurchases was not applicable to the Company for the periods presented due to repurchase amounts being below the taxation threshold36 - Subscription revenue, including virtual gift revenue, is recognized over the subscription period or upon virtual gift redemption. Advertising revenue is recognized based on impressions, clicks, or registrations414243 - Goodwill is tested for impairment annually on December 31 or more frequently if indicators arise; no impairment was noted as of December 31, 2023 and 202246 Intangible Assets, Net (March 31, 2024 vs. December 31, 2023) | Intangible Asset Category | March 31, 2024 (Net Carrying Amount) | December 31, 2023 (Net Carrying Amount) | | :-------------------------------- | :----------------------------------- | :------------------------------------ | | Patents | $13,125 | $13,750 | | Trade names, trademarks, product names, URLs | $357,466 | $378,035 | | Internally developed software | $1,623,383 | $1,701,597 | | Subscriber/customer relationships | $504,920 | $611,095 | | Total intangible assets | $2,498,894 | $2,704,477 | Amortization expense for the three months ended March 31, 2024, was $205,583, consistent with $205,584 for the same period in 202348 3. Intangible Assets, Net Intangible Assets, Net (March 31, 2024 vs. December 31, 2023) | Intangible Asset Category | March 31, 2024 (Net Carrying Amount) | December 31, 2023 (Net Carrying Amount) | | :-------------------------------- | :----------------------------------- | :------------------------------------ | | Patents | $13,125 | $13,750 | | Trade names, trademarks, product names, URLs | $357,466 | $378,035 | | Internally developed software | $1,623,383 | $1,701,597 | | Subscriber/customer relationships | $504,920 | $611,095 | | Total intangible assets | $2,498,894 | $2,704,477 | Amortization expense for the three months ended March 31, 2024, was $205,583, consistent with $205,584 for the same period in 202348 - The aggregate amortization expense for the remainder of 2024 is estimated to be $616,10448 4. Accrued Expenses and Other Current Liabilities Accrued Expenses and Other Current Liabilities | Category | March 31, 2024 (Unaudited) | December 31, 2023 | | :-------------------------------- | :--------------------------- | :------------------ | | Compensation, benefits and payroll taxes | $22,950 | $91,250 | | Other accrued expenses | $82,238 | $134,870 | | Total accrued expenses and other current liabilities | $105,188 | $226,120 | - Total accrued expenses and other current liabilities decreased by $120,932 from December 31, 2023, to March 31, 202449 5. Income Taxes - The Company recorded an income tax benefit of $117,900 for the three months ended March 31, 2024, compared to $49,554 for the same period in 20235152 - The effective tax rate for Q1 2024 was 19.3%, differing from the statutory rate of 21% due to changes in valuation allowance and foreign/state/local taxes51 - The Company maintains a full valuation allowance against its U.S. deferred tax assets, concluding they are not realizable on a more-likely-than-not basis5152 6. Stockholders' Equity - As of March 31, 2024, 632,257 shares were available for future issuance under the 2016 Long-Term Incentive Plan53 Stock Option Activity (Three Months Ended March 31, 2024) | Metric | Number of Options | Weighted Average Exercise Price | | :-------------------------------- | :---------------- | :------------------------------ | | Outstanding at January 1, 2024 | 740,814 | $3.32 | | Granted during the period | 28,000 | $2.78 | | Expired during the period | (5,078) | $13.49 | | Outstanding at March 31, 2024 | 763,736 | $3.23 | | Exercisable at March 31, 2024 | 586,849 | $3.56 | - Total unrecognized compensation expense related to stock options was $341,530 as of March 31, 2024, to be recognized over a weighted average period of 2.68 years56 - Stock-based compensation expense for Q1 2024 was $59,311, up from $55,141 in Q1 202359 - The Company held 641,963 treasury shares as of March 31, 2024, and December 31, 202361 7. Net Loss Per Share Net Loss Per Share Calculation | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss – basic and diluted | $(492,307) | $(738,298) | | Weighted average shares outstanding – basic | 9,222,157 | 9,222,356 | | Weighted average shares outstanding – diluted | 9,222,157 | 9,222,356 | | Per share data: Basic | $(0.05) | $(0.08) | | Per share data: Diluted | $(0.05) | $(0.08) | - Net loss per share (basic and diluted) improved to $(0.05) in Q1 2024 from $(0.08) in Q1 202364 - 763,736 and 650,155 outstanding stock options were excluded from diluted EPS calculation for Q1 2024 and Q1 2023, respectively, as their inclusion would be antidilutive63 8. Leases - The Company has an operating lease for office space in Jericho, New York, expiring November 30, 2024, with monthly payments of approximately $7,08165 - As of March 31, 2024, operating lease liabilities and ROU assets were approximately $56,16466 - Total rent expense for Q1 2024 was $21,825 (including $1,500 sublease income), compared to $20,448 for Q1 202367 Operating Lease Information | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Cash paid for operating lease liabilities | $20,841 | $20,367 | | Weighted average remaining lease term | 0.66 years | 1.7 years | | Weighted average discount rate | 2.3% | 2.3% | - Future minimum payments under non-cancelable operating leases for the year ending December 31, 2024, are $56,65069 9. Commitments and Contingencies - Paltalk Holdings, Inc. has a patent infringement lawsuit against Cisco (WebEx Communications, Inc., Cisco WebEx LLC, and Cisco Systems, Inc.) regarding U.S. Patent No. 6,683,85870 - The patentability of claims 1-10 of U.S. Patent No. 6,683,858 was confirmed on January 19, 2023, after reexamination71 - Cisco's motion for summary judgment was denied on June 29, 2023, and the trial is expected in August 202471 - The Company cannot predict the outcome or ultimate cost of the litigation, and any gross proceeds from a verdict or settlement would be significantly reduced by litigation expenses72134 10. Subsequent Events - Management has evaluated subsequent events through the financial statements issuance date and determined no events require disclosure73 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's analysis of Paltalk's Q1 2024 financial condition, operations, and liquidity, highlighting revenue growth, reduced net loss, and strategic objectives Overview - Paltalk is a communications software innovator operating multimedia social applications like Paltalk, Camfrog, and Tinychat, which host video-based communities7778 - Other products include ManyCam (live streaming software) and Vumber (telecommunications services)78 - Revenue is primarily generated from subscription fees and advertising arrangements77 - The Company's growth strategy involves investing in proprietary software, expanding sales and marketing, increasing user base through partnerships and advertising, and exploring synergistic acquisitions80 Recent Developments - Macro-economic factors, including inflation and potential recessions, continue to pose risks to customer acquisition, engagement, and discretionary spending83 - The Company received $294,833 of the $343,045 Employee Retention Tax Credit (ERTC) receivable as of March 31, 202484 Operational Highlights and Business Objectives - Total revenue increased by approximately 1.3% to $2,597,730 for Q1 2024, primarily due to increased advertising revenue85 - Net loss decreased by 33.3% to $492,307 for Q1 2024, attributed to increased revenues, reduced expenses, and improved operating efficiencies85 - Cash flows used in operations decreased by 35.1% to $282,197 for Q1 2024, mainly due to a decrease in operating expenses85 - Near-term business objectives include leveraging ManyCam integration, optimizing marketing spend, improving user experience, enhancing live video chat features for retention and monetization, exploring strategic opportunities (M&A), developing platform partnerships, and defending intellectual property85 Sources of Revenue - Main revenue sources are subscription fees (including virtual gifts) and advertising from core video chat products (Paltalk, Camfrog) and ManyCam software86 - Subscription revenue is recognized on a straight-line basis over the subscription term, with virtual gift revenue recognized upon user utilization8889 - Advertising revenue is earned based on impressions (CPM), clicks (CPC), or registrations (CPA) through third-party agreements90 Costs and Expenses - Cost of revenue includes compensation, credit card processing fees, hosting fees, and data center costs91 - Sales and marketing expense covers advertising expenditures and personnel costs for sales and support functions93 - Product development expense primarily consists of compensation for personnel involved in design, testing, and enhancement of service offerings, and amortization of capitalized website development costs94 - General and administrative expense includes executive, finance, legal, HR personnel costs, facilities, professional services, insurance, and amortization of intangible assets95 Key Metrics Key Performance Indicators (Three Months Ended March 31) | Metric | 2024 (Unaudited) | 2023 (Unaudited) | | :-------------------------------- | :--------------- | :--------------- | | Net cash used in operating activities | $(520,794) | $(802,991) | | Net loss | $(492,307) | $(738,298) | | Net loss as a percentage of total revenues | (19.0)% | (28.8)% | | Adjusted EBITDA | $(497,297) | $(648,294) | | Adjusted EBITDA as percentage of total revenues | (19.1)% | (25.3)% | - Adjusted EBITDA is a non-GAAP measure used by management to evaluate core operating performance, excluding interest, taxes, depreciation, amortization, and stock-based compensation9899 Adjusted EBITDA - Adjusted EBITDA is a non-GAAP financial measure defined as net loss adjusted to exclude interest (income) expense, net, other (income) expense, net, income tax (benefit) expense, depreciation and amortization expense, and stock-based compensation expense98 - Management uses Adjusted EBITDA to understand core operating performance, develop operational plans, and allocate resources, believing it provides a useful measure for period-to-period comparisons99 Limitations of Adjusted EBITDA - Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for GAAP results101 - It does not reflect cash capital expenditures, net loss from discontinued operations, working capital requirements, the dilutive impact of stock-based compensation, or income tax provisions101 - Comparability with other companies may be limited due to differing calculation methods101 Reconciliation of Net Loss to Adjusted EBITDA | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss | $(492,307) | $(738,298) | | Interest income, net | $(151,984) | $(121,167) | | Income tax (benefit) | $(117,900) | $(49,554) | | Depreciation and amortization expense | $205,583 | $205,584 | | Stock-based compensation expense | $59,311 | $55,141 | | Adjusted EBITDA | $(497,297) | $(648,294) | Results of Operations Condensed Consolidated Statements of Operations Data as a Percentage of Total Revenues | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Total revenue | 100.0% | 100.0% | | Cost of revenue | 31.5% | 31.3% | | Sales and marketing expense | 7.3% | 9.9% | | Product development expense | 46.6% | 48.7% | | General and administrative expense | 43.9% | 45.5% | | Total costs and expenses | 129.3% | 135.5% | | Loss from operations | (29.3)% | (35.5)% | | Net loss | (19.0)% | (28.8)% | Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023 Revenue - Total revenue increased by 1.3% to $2,597,730 for Q1 2024, from $2,564,017 in Q1 2023, primarily driven by an increase in advertising revenue104 Revenue Breakdown (Three Months Ended March 31) | Revenue Type | 2024 | 2023 | Change ($) | Change (%) | % of Total Revenue 2024 | % of Total Revenue 2023 | | :----------------- | :--------- | :--------- | :--------- | :--------- | :---------------------- | :---------------------- | | Subscription revenue | $2,482,982 | $2,505,670 | $(22,688) | (0.9)% | 95.6% | 97.7% | | Advertising revenue | $114,748 | $58,347 | $56,401 | 96.7% | 4.4% | 2.3% | | Total revenues | $2,597,730 | $2,564,017 | $33,713 | 1.3% | 100.0% | 100.0% | Subscription Revenue - Subscription revenue decreased by $22,688, or 0.9%, in Q1 2024 compared to Q1 2023106 - This decrease was primarily due to lower subscription revenue from Camfrog and Tinychat, partially offset by increases from ManyCam106 Advertising Revenue - Advertising revenue increased significantly by $56,401, or 96.7%, in Q1 2024 compared to Q1 2023107 - The increase was mainly due to a higher volume of advertising impressions resulting from optimization changes with third-party advertising partners107 Costs and Expenses - Total costs and expenses decreased by $113,115, or 3.3%, in Q1 2024 compared to Q1 2023108 Costs and Expenses Breakdown (Three Months Ended March 31) | Expense Type | 2024 | 2023 | Change ($) | Change (%) | % of Total Revenue 2024 | % of Total Revenue 2023 | | :-------------------------- | :--------- | :--------- | :--------- | :--------- | :---------------------- | :---------------------- | | Cost of revenue | $819,075 | $802,475 | $16,600 | 2.1% | 31.5% | 31.3% | | Sales and marketing expense | $190,594 | $254,868 | $(64,274) | (25.2)% | 7.3% | 9.9% | | Product development expense | $1,211,701 | $1,248,582 | $(36,881) | (3.0)% | 46.6% | 48.7% | | General and administrative expense | $1,138,551 | $1,167,111 | $(28,560) | (2.4)% | 43.9% | 45.5% | | Total costs and expenses | $3,359,921 | $3,473,036 | $(113,115) | (3.3)% | 129.3% | 135.5% | Cost of revenue - Cost of revenue increased by $16,600, or 2.1%, in Q1 2024, primarily due to higher hosting expenses from increased usage and per-unit costs, partially offset by reduced consulting fees109 Sales and marketing expense - Sales and marketing expense decreased by $64,274, or 25.2%, in Q1 2024, mainly due to a decrease in salary-related expenses of approximately $59,361110 Product development expense - Product development expense decreased by $36,881, or 3.0%, in Q1 2024111 - This reduction was primarily due to a $79,522 decrease in software expenses, achieved by streamlining offshore development and reallocating in-house resources, partially offset by increased dues and subscriptions and salary-related expenses111 General and administrative expense - General and administrative expense decreased by $28,560, or 2.4%, in Q1 2024, mainly due to a decrease in professional and tax fees112 Non-Operating Income - Non-operating income increased by $30,817, or 25.4%, to $151,984 in Q1 2024, compared to $121,167 in Q1 2023113 - This increase was primarily a result of higher interest earned in a high-yield bank account113 Income Taxes - The Company recorded an income tax benefit of $117,900 for Q1 2024, compared to $49,554 for Q1 2023, consisting primarily of federal, foreign, state, and local taxes115 Liquidity and Capital Resources Condensed Consolidated Statements of Cash Flows Data | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(520,794) | $(802,991) | | Net cash used in investing activities | - | - | | Net cash used in financing activities | - | $(7,213) | | Net decrease in cash and cash equivalents | $(520,794) | $(810,204) | - As of March 31, 2024, the Company had $13,047,255 in cash and cash equivalents116 - Management believes current cash and expected cash flows from operations will be sufficient to meet financial obligations for one year116 - Primary use of working capital is for product development to maintain and create new services and features, with potential future allocation for strategic acquisitions, investments, and partnerships117 Operating Activities - Net cash used in operating activities improved to $520,794 for Q1 2024, from $802,991 in Q1 2023, primarily due to a decrease in total operating expenses118 Investing Activities - There was no net cash provided by investing activities for the three months ended March 31, 2024 or 2023119 Financing Activities - Net cash used in financing activities was $0 for Q1 2024, compared to $7,213 in Q1 2023120 - The higher cash use in 2023 was due to a stock repurchase plan that expired on March 29, 2023, and was not renewed120 Contractual Obligations and Commitments - There have been no material changes to the Company's contractual obligations and commitments since the Form 10-K filing122 Off-Balance Sheet Arrangements - As of March 31, 2024, the Company did not have any off-balance sheet arrangements123 Critical Accounting Estimates - No critical accounting estimates involving significant estimation uncertainty were made by management during Q1 2024 that would materially impact the financial statements125 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk No quantitative or qualitative disclosures about market risk are applicable to the Company for the reported period - This item is not applicable for the Company126 ITEM 4. Controls and Procedures Paltalk's disclosure controls and procedures were effective as of March 31, 2024, with no material changes to internal controls Evaluation of Disclosure Controls and Procedures - Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of March 31, 2024127 - They concluded that the disclosure controls and procedures were effective in providing reasonable assurance that required information is recorded, processed, summarized, and reported within SEC specified time periods128 Changes in Internal Control over Financial Reporting - There were no changes in internal control over financial reporting during the quarter ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting129 PART II. OTHER INFORMATION Details on legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits ITEM 1. Legal Proceedings Paltalk Holdings, Inc. is engaged in a patent infringement lawsuit against Cisco, with trial expected in August 2024 - Paltalk Holdings, Inc. filed a patent infringement lawsuit against Cisco (WebEx Communications, Inc., Cisco WebEx LLC, and Cisco Systems, Inc.) on July 23, 2021, alleging infringement of U.S. Patent No. 6,683,858132 - The United States Patent Office confirmed the patentability of claims 1-10 of U.S. Patent No. 6,683,858 on January 19, 2023133 - Cisco's motion for summary judgment was denied on June 29, 2023, and the trial is expected in August 2024133 - The Company cannot predict the outcome or ultimate cost of the litigation, and any gross proceeds from a verdict or settlement would be significantly reduced by litigation-related expenses134 ITEM 1A. Risk Factors No material changes to risk factors were disclosed from the Company's prior Form 10-K - No material changes to the Risk Factors disclosed in the Form 10-K occurred during the three months ended March 31, 2024135 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds Paltalk did not engage in unregistered equity sales or common stock repurchases during Q1 2024 - There were no unregistered sales of equity securities during the quarter ended March 31, 2024136 - The Company did not repurchase any shares of common stock during the three months ended March 31, 2024137 ITEM 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities for the period - There were no defaults upon senior securities138 ITEM 4. Mine Safety Disclosures The Company reported no mine safety disclosures for the period - There were no mine safety disclosures139 ITEM 5. Other Information CEO Jason Katz adopted and terminated a Rule 10b5-1 trading arrangement for 80,000 shares in Q1 2024, no sales - Jason Katz, CEO, adopted a Rule 10b5-1 trading arrangement on December 14, 2023, for the sale of up to 80,000 shares140 - The 10b5-1 Plan was terminated on February 7, 2024, and no sales were made under it140 - No other directors or executive officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter141 ITEM 6. Exhibits Exhibits filed with the Form 10-Q include key agreements, corporate documents, and CEO/CFO certifications - Exhibits include the Securities Purchase Agreement (June 9, 2022), Certificate of Incorporation (amended May 11, 2023), Amended and Restated Bylaws (March 17, 2023), and Specimen Stock Certificate142 - Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are filed142 - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents, and Cover Page Interactive Data File) are included142
Paltalk(PALT) - 2024 Q1 - Quarterly Report