SEC Comment Letter 0000000000-23-010333 to PubMatic, Inc. (PUBM) (CIK 0001422930) (PUBM)
PubMatic, Inc. (PUBM) (CIK 0001422930)
Date: Sept. 19, 2023 · CIK: 0001422930 · Accession: 0000000000-23-010333
AI Filing Summary & Sentiment
File numbers found in text: 001-39748
Letter
United States securities and exchange commission logo September 19, 2023 Rajeev Goel Chief Executive Officer PubMatic, Inc. 601 Marshall Street Redwood City, CA 94063 Re:PubMatic, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed on February 28, 2023 Form 8-K Furnished on August 8, 2023 File No. 001-39748 Dear Rajeev Goel: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 49 1.Please describe for us the compensation arrangements related to the Martin acquisition. Tell us how you determined it is appropriate to exclude such cash compensation from your non-GAAP measures, as it appears to be tied to continued employment of key employees. Clarify how such compensation differs from compensation paid to other employees and management. Refer to Question 100.01 of the non-GAAP C&DIs.
FirstName LastNameRajeev Goel Comapany NamePubMatic, Inc. September 19, 2023 Page 2 FirstName LastName Rajeev Goel PubMatic, Inc. September 19, 2023 Page 2 Form 8-K Furnished on August 8, 2023 Exhibit 99.1, page 1 2.We note that you present non-GAAP adjusted EBITDA margin without disclosing the most directly comparable GAAP measure. Please revise future filings to present net income (loss) margin with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Non-GAAP C&DIs. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Megan Akst, Senior Staff Accountant at 202-551-3407 or Christine Dietz, Senior Staff Accountant at 202-551-3408 if you have any questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
September 19, 2023
Rajeev Goel
Chief Executive Officer
PubMatic, Inc.
601 Marshall Street
Redwood City, CA 94063
Re:PubMatic, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed on February 28, 2023
Form 8-K Furnished on August 8, 2023
File No. 001-39748
Dear Rajeev Goel:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 49
1.Please describe for us the compensation arrangements related to the Martin acquisition.
Tell us how you determined it is appropriate to exclude such cash compensation from
your non-GAAP measures, as it appears to be tied to continued employment of key
employees. Clarify how such compensation differs from compensation paid to other
employees and management. Refer to Question 100.01 of the non-GAAP C&DIs.
FirstName LastNameRajeev Goel
Comapany NamePubMatic, Inc.
September 19, 2023 Page 2
FirstName LastName
Rajeev Goel
PubMatic, Inc.
September 19, 2023
Page 2
Form 8-K Furnished on August 8, 2023
Exhibit 99.1, page 1
2.We note that you present non-GAAP adjusted EBITDA margin without disclosing the
most directly comparable GAAP measure. Please revise future filings to present net
income (loss) margin with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of
Regulation S-K and Question 102.10(a) of the Non-GAAP C&DIs.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Megan Akst, Senior Staff Accountant at 202-551-3407 or Christine
Dietz, Senior Staff Accountant at 202-551-3408 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Technology