0001422930FALSE3 Lagoon DriveSuite 180Redwood CityCalifornia9406500014229302021-08-102021-08-10
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): August 10, 2021
PubMatic, Inc.
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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:
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
Name of each exchange
on which registered
Class A Common Stock, par value $0.0001 per sharePUBMThe Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.

Item 2.02.     Results of Operations and Financial Condition.

On August 10, 2021, PubMatic, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in the press release. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and the Company’s investor relations website ( as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the inline XBRL document).

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.
PubMatic, Inc.
Date: August 10, 2021By:/s/ Steven Pantelick
Steven Pantelick
Chief Financial Officer
PubMatic Announces Second Quarter 2021 Financial Results
Delivered revenue and adjusted EBITDA above guidance; Raises financial outlook
Multiple growth drivers deliver year-over-year revenue growth of 88%, $9.9 million in GAAP net income and $18.6 million in adjusted EBITDA

NO-HEADQUARTERS/REDWOOD CITY, Calif., August 10, 2021 (GLOBE NEWSWIRE) -- PubMatic, Inc. (Nasdaq: PUBM), a sell-side platform that delivers superior outcomes for digital advertising, today reported financial results for the second quarter ending June 30, 2021.

“We delivered another great quarter, benefiting from a differentiated business model, multiple organic growth drivers, prior period investments, and accelerated digital ad spend,” said Rajeev Goel, co-founder and CEO at PubMatic. “We’re relentlessly focused on the growing value proposition we bring to publishers and buyers, and we believe our continued investments and innovation position us well to take advantage of the rapidly growing market. As we enter the second half of the year, we are well ahead of where we expected to be in terms of organic market share gains. We are growing at twice the rate of the overall digital ad market, giving us the confidence to raise our 2021 and 2022 expectations on both the top and bottom lines.”
Second Quarter 2021 Financial Highlights
Revenue in the second quarter of 2021 was $49.7 million, an increase of 88% over $26.4 million in the same period of 2020;

GAAP net income was $9.9 million, or $0.18 per diluted share in the second quarter, an increase over net income of $0.7 million, or $0.00 per diluted share in the same period of 2020;
Net dollar-based retention1 was 150% for the trailing twelve months ended June 30, 2021, an increase from 107% in the comparable trailing twelve month period a year ago;

Adjusted EBITDA was $18.6 million, compared to adjusted EBITDA of $4.9 million in the same period of 2020; and
Total cash, cash equivalents, and marketable securities of $122.0 million with no debt, an increase of 11% in the quarter.
The section titled “Non-GAAP Financial Measures” below describes our usage of non-GAAP financial measures. Reconciliations between historical GAAP and non-GAAP information are contained at the end of this press release following the accompanying financial data.
Second Quarter 2021 Business Highlights
Processed 20.2 trillion impressions in the second quarter, a 96% increase over a year ago;
Revenue from fast-growing advertising formats mobile and omnichannel video, which includes OTT/CTV, grew 108% year-over-year and represented 65% of total revenue in Q2 2021;
1 Net dollar-based retention is calculated by starting with the revenue from publishers in the trailing twelve months ended June 30, 2020 (“Prior Period Revenue”). We then calculate the revenue from these same publishers in the trailing twelve months ended June 30, 2021 (“Current Period Revenue”). Current Period Revenue includes any upsells and is net of contraction or attrition, but excludes revenue from new publishers. Our net dollar-based retention rate equals the Current Period Revenue divided by Prior Period Revenue. Net dollar-based retention rate is an important indicator of publisher satisfaction and usage of our platform, as well as potential revenue for future periods.

Revenue from CTV, which includes OTT, grew by more than 100% over Q1 2021, an increase over the 55% sequential growth we saw from Q4 2020 to Q1 2021. As of the end of Q2 2021, we are monetizing CTV/OTT inventory from 114 publishers, up from more than 80 publishers in Q1 2021;

Won the 2021 Best Supply Side Platform award from Adweek’s Readers’ Choice: Best of Tech Partners Awards, which recognizes the top advertising and marketing technology providers based on over 10,000 Adweek reader votes.

In the second quarter, 23.6% of ad dollars on our platform were via Supply Path Optimization agreements, with the share more than doubling since the beginning of 2020.

Over 250 publishers are using our Identity Hub solution, which is integrated with 13 leading email-based or alternative identifiers to enable buyers to recognize a publisher’s audience in cookieless environments and bid accordingly.

“Our outstanding performance in the quarter reflects the strength of our omnichannel platform, our usage-based business model, and our infrastructure-first approach to digital advertising,” said Steve Pantelick, CFO at PubMatic. “We benefit from a powerful network effect that is built on long-term, consistent investment in innovation that provides increased revenue visibility and operational scale which benefits our customers and us. As a result, we are raising our full year 2021 revenue and adjusted EBITDA guidance. Given this strong momentum, we expect 2022 year-over-year revenue growth of 25%, and anticipate achieving approximately 30% adjusted EBITDA margin, inclusive of our continued investments for growth.”
Financial Outlook
Our guidance assumes that the global economy continues to recover and we do not have any major COVID-19-related setbacks that may cause economic conditions to deteriorate or otherwise significantly reduce advertiser demand. Accordingly, we estimate the following:
For the third quarter 2021, we expect revenue to be in the range of $51 million to $53 million, representing growth of 35% to 39% over Q3 2020. We expect adjusted EBITDA to be in the range of $15 million to $16 million, representing a 30% margin.
For the full year 2021, we are raising our outlook and we now expect revenue to be in the range of $205 million to $209 million (previously $195 million to $200 million) representing year-over-year growth of 38% to 40% (previously 31% to 34%) over 2020. We now expect adjusted EBITDA to be in the range of $65 million to $68 million (previously $54 million to $58 million) or 30% to 32% margin (previously 27% to 29%).
For the full year 2022, we expect year over year revenue growth of 25%, and anticipate achieving an adjusted EBITDA margin of approximately 30%.
Although we provide guidance for adjusted EBITDA, we are not able to provide guidance for net income, the most directly comparable GAAP measure. Certain elements of the composition of GAAP net income, including stock-based compensation expenses, are not predictable, making it impractical for us to provide guidance on net income or to reconcile our adjusted EBITDA guidance to net income without unreasonable efforts. For the same reason, we are unable to address the probable significance of the unavailable information.
Conference Call and Webcast details
PubMatic will host a conference call to discuss its financial results on Tuesday, August 10, 2021 at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). A live webcast of the call can be accessed from PubMatic’s Investor Relations website at An archived version of the webcast will be available from the same website after the call.

Non-GAAP Financial Measures
In addition to our results determined in accordance with U.S. generally accepted accounting principles (GAAP), including, in particular operating income, net cash provided by operating activities, and net income, we believe that adjusted EBITDA and adjusted EBITDA margin, each a non-GAAP measure, are useful in evaluating our operating performance. We define adjusted EBITDA as net income adjusted for stock-based compensation expense, depreciation and amortization, impairments of long-lived assets, interest income, and provision for income taxes. Adjusted EBITDA margin represents adjusted EBITDA calculated as a percentage of revenue.
In addition to operating income and net income, we use adjusted EBITDA as a measure of operational efficiency. We believe that this non-GAAP financial measure is useful to investors for period to period comparisons of our business and in understanding and evaluating our operating results for the following reasons:
Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization, interest expense, provision for income taxes, and certain one-time items such as impairments of long-lived assets, that can vary substantially from company to company depending upon their financing, capital structures and the method by which assets were acquired;
Our management uses adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of operating performance and the effectiveness of our business strategies and in communications with our board of directors concerning our financial performance; and adjusted EBITDA provides consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations, and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.
Our use of this non-GAAP financial measures has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are as follows:
Adjusted EBITDA does not reflect: (a) changes in, or cash requirements for, our working capital needs; (b) the potentially dilutive impact of stock-based compensation; or (c) tax payments that may represent a reduction in cash available to us and;
Although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
Because of these and other limitations, you should consider adjusted EBITDA along with other GAAP-based financial performance measures, including net income and our GAAP financial results.
Forward Looking Statements
This press release contains “forward-looking statements” regarding our future business expectations, including our guidance relating to our revenue and adjusted EBITDA for the full year 2021 and 2022. These forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions and may differ materially from actual results due to a variety of factors including: our dependency on the overall demand for advertising and the channels we rely on; our existing customers not expanding their usage of our platform, or our failure to attract new publishers and buyers; our ability to maintain and expand access to spend from buyers and valuable ad impressions from publishers; the rejection of the use of digital advertising by consumers through opt-in, opt-out or ad-blocking technologies or other means; our failure to innovate and develop new solutions that are adopted by publishers; the ongoing COVID-19 pandemic, including the resulting global economic uncertainty; limitations imposed on our collection, use or disclosure of data about advertisements; the lack of similar or

better alternatives to the use of third-party cookies, mobile device IDs or other tracking technologies if such uses are restricted; any failure to scale our platform infrastructure to support anticipated growth and transaction volume; liabilities or fines due to publishers, buyers, and data providers not obtaining consents from consumers for us to process their personal data; any failure to comply with laws and regulations related to data privacy, data protection, information security, and consumer protection; and our ability to manage our growth. Moreover, we operate in a competitive and rapidly changing market, and new risks may emerge from time to time. For more information about risks and uncertainties associated with our business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2020, which is on file with the SEC and is available on our investor relations website at and on the SEC website at Additional information will also be set forth in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. All information in this press release is as of August 10, 2021. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
About PubMatic
PubMatic delivers superior revenue to publishers by being an SSP of choice for agencies and advertisers. PubMatic’s cloud infrastructure platform for digital advertising empowers app developers and publishers to increase monetization while enabling media buyers to drive return on investment by reaching and engaging their target audiences in brand-safe, premium environments across ad formats and devices. Since 2006, PubMatic has been expanding its owned and operated global infrastructure and continues to cultivate programmatic innovation. With a globally distributed workforce and no corporate headquarters, PubMatic operates 14 offices and eight data centers across North America, Europe and Asia Pacific.
The Blueshirt Group for PubMatic
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Broadsheet Communications for PubMatic

(In thousands)
June 30,December 31,
Current Assets
Cash and cash equivalents$90,620 $81,188 
Marketable securities31,370 19,793 
Accounts receivable - net195,428 219,511 
Prepaid expenses and other current assets14,170 6,622 
Total Current Assets331,588 327,114 
Property, equipment and software - net43,601 30,044 
Goodwill6,250 6,250 
Deferred income tax asset495 762 
Other assets, non-current1,844 7,076 
TOTAL ASSETS$383,778 $371,246 
Current Liabilities
Accounts payable$162,576 $176,731 
Accrued liabilities13,780 14,844 
Total Current Liabilities176,356 191,575 
Deferred tax liability2,552 1,561 
Other liabilities, non-current2,789 2,683 
TOTAL LIABILITIES181,697 195,819 
Stockholders' Equity:
Common stock
Treasury stock(11,486)(11,434)
Additional paid-in capital156,031 144,163 
Accumulated other comprehensive income— 
Retained earnings57,530 42,691 
Total Stockholders' Equity202,081 175,427 

(In thousands, except share and per share data)
Three Months Ended June 30,Six months ended June 30,
Revenue$49,658 $26,361 $93,266 $54,709 
Cost of revenue(1)
13,088 9,189 25,388 19,245 
Gross profit36,570 17,172 67,878 35,464 
Operating expenses:(1)
Technology and development3,860 2,971 7,599 5,890 
Sales and marketing13,997 9,236 26,786 19,231 
General and administrative8,580 4,236 16,719 8,584 
Total operating expenses26,437 16,443 51,104 33,705 
Operating income10,133 729 16,774 1,759 
Total other income (expense), net(239)(39)283 
Income before income taxes9,894 737 16,735 2,042 
Provision for (benefit from) income taxes(27)84 1,896 483 
Net income$9,921 $653 $14,839 $1,559 
Net income per share attributable to common stockholders:
Basic$0.20 $— $0.30 $— 
Diluted$0.18 $— $0.26 $— 
Weighted-average shares used to compute net income per
share attributable to common stockholders:
Basic49,578,536 10,106,560 49,345,202 10,099,356 
Diluted56,428,211 14,064,502 56,607,701 14,010,723 

(1)Stock based compensation expense includes the following:

(In thousands)
Three Months Ended June 30,Six months ended June 30,
Cost of revenue$204$11$372$21 
Technology and development$579$80$1,060$155 
Sales and marketing$1,290$183$2,451$363 
General and administrative$1,556$226$2,911$456 
Total stock-based compensation$3,629$500$6,794$995 

(In thousands)
Six months ended June 30,
Net Income$14,839 $1,559 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization9,688 7,396 
Stock-based compensation6,794 995 
Provision for doubtful accounts— 319 
Deferred income taxes1,258 99 
Accretion of discount on marketable securities(28)(117)
Changes in operating assets and liabilities:
Accounts receivable24,083 25,713 
Prepaid and other assets(7,579)(1,287)
Accounts payable(15,125)(19,485)
Accrued expenses(275)(2,923)
Other non-current liabilities106 (246)
Net cash provided by operating activities33,763 12,022 
Purchases of property and equipment(11,808)(7,393)
Capitalized software development costs(4,828)(4,196)
Purchases of marketable securities(32,551)(13,413)
Proceeds from sales of marketable securities— 2,295 
Proceeds from maturities of marketable securities21,000 18,450 
Net cash used in investing activities(28,187)(4,257)
Proceeds from issuance of common stock for employee stock purchase plan2,635 — 
Proceeds from exercise of stock options2,078 74 
Payments for offering costs(805)— 
Payments to acquire treasury stock(52)— 
Net cash provided by financing activities3,856 74 
CASH AND CASH EQUIVALENTS - Beginning of period81,188 34,250 
CASH AND CASH EQUIVALENTS - End of period$90,620 $42,089 

(In thousands)
Three Months Ended June 30,Six months ended June 30,
Net income$9,921$653 $14,839$1,559 
Add back (deduct):
Stock-based compensation3,629500 6,794995 
Depreciation and amortization5,1383,810 9,6887,396 
Interest income(67)(132)(129)(392)
Provision for income taxes(27)84 1,896483 
Adjusted EBITDA$18,594$4,915 $33,088$10,041