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): November 8, 2022
__________________________________________________________________________
Digital Media Solutions, Inc.
(Exact name of Registrant as specified in its charter)
__________________________________________________________________________
| Delaware | 001-38393 | 98-1399727 | ||||||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
4800 140th Avenue N., Suite 101 Clearwater, Florida | 33762 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(877) 236-8632
(Registrant’s telephone number, including area code)
__________________________________________________________________________
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 | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A common stock, $0.0001 par value per share | DMS | New York Stock Exchange | ||||||||||||
| Redeemable warrants to acquire Class A common stock | DMS WS | New York Stock Exchange | ||||||||||||
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. ☐
Item 2.02. Results of Operations and Financial Condition.
(a)
On November 8, 2022, Digital Media Solutions, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2022. The full text of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in the website cited in the press release is not a part of this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. In addition, neither such information nor Exhibit 99.1 attached hereto shall be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
The following exhibit relating to Item 2.02 shall be deemed to be “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section:
| Exhibit Number | Description | ||||||||||
Press release of Digital Media Solutions, Inc. issued November 8, 2022 | |||||||||||
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | ||||||||||
SIGNATURE
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: November 8, 2022
| Digital Media Solutions, Inc. | |||||
| /s/ Richard Rodick | |||||
| Name: | Richard Rodick | ||||
| Title: | Chief Financial Officer | ||||
Digital Media Solutions, Inc. Announces Q3 2022 Financial Results
•Third-quarter net revenue of $90.1 million exceeding guidance
•Third-quarter net loss and Adjusted EBITDA of $10.1 million and $5.1 million, respectively
•Third-quarter gross margin of 26.3% and Variable Marketing Margin (VMM) of 32.3%
•Announced fourth quarter 2022 net revenue guidance of $97 – $102 million and Adjusted EBITDA guidance of $7 – $10 million
•Tightened full-year 2022 net revenue guidance to $385 – $390 million and Adjusted EBITDA guidance to $26 – $29 million
•Delivered a 3rd consecutive quarter of auto insurance marketplace revenue growth powered by a 2nd consecutive quarter of linear growth in aggregate captive insurance agents utilizing the DMS platform
Clearwater, Fla. -- November 8, 2022 -- Digital Media Solutions, Inc. (NYSE: DMS), a leading provider of technology-enabled digital performance advertising solutions connecting consumers and advertisers, today announced financial results for the quarter ended September 30, 2022.
“We are pleased with our third quarter results. Despite operating in an environment where we faced complex and specific challenges, we still saw growth in key areas of our business and believe this growth will continue for the remainder of the year and into 2023,” said Joe Marinucci, CEO of DMS.
During periods of uncertainty, marketers re-evaluate their budgets and are even more focused on finding the best-performing advertising methods. Marinucci continued, “For the third consecutive quarter, we saw linear growth in auto insurance within our marketplace segment. We delivered auto insurance marketplace revenue of $38.5M, up from $37.3M in Q2 and $35.5M in Q1. Our strategic growth initiative, focused on agent expansion, underpinned this growth.”
Rick Rodick, CFO, added, “Our third quarter performance demonstrates our ability to deliver results despite operating in a dynamic macroeconomic environment. Throughout the quarter, we continued driving efficiency in our business through consolidation and a reduction of operating expenses which led to a $2.2 million year-over-year reduction in SG&A. This will remain a priority for us throughout 2023.”
The Company will continue to focus on capitalizing on staffing efficiencies helping to accelerate the recovery of growth, while mitigating additional operating expenses. DMS remains committed to its investment in people, process and technology, with a significant emphasis on its data and technology assets.
Strategic Review Update:
On August 16, 2021, we commenced a process to evaluate potential strategic alternatives to maximize shareholder value, and as part of that process, have been evaluating a full range of strategic, operational and financial alternatives. On September 8, 2022, our board of directors received an offer from Prism Data, LLC, an investment vehicle affiliated with our CEO Joseph Marinucci and our COO Fernando Borghese, to acquire all of our outstanding Class A common stock of DMS for $2.50 per share in cash. Our board of directors is reviewing and considering the Prism Data proposal as part of the ongoing strategic review process. There can be no assurance that either the Prism Data proposal or the strategic review process will result in any strategic alternative, or any assurance as to its outcome or timing.
Third-Quarter 2022 Performance:
(All comparisons are relative to the third quarter of 2021)
•Net revenue of $90.1 million, down 16.1%
•Gross profit margin of 26.3%, a decrease of 1.9 PPTS
•Variable Marketing Margin of 32.3%, a decrease of 3.0 PPTS
•Operating expenses totaled $33.8 million, an increase of $9.0 million
•Net loss of $10.1 million compared to net income of $5.4 million
•Adjusted EBITDA of $5.1 million
•EPS of $(0.15) compared to $0.10
•Ended the quarter with $18.3 million in cash and cash equivalents, and total debt of $217.1 million
Third-Quarter 2022 Segment Performance (excluding intra-company revenue):
(All comparisons are relative to the third quarter of 2021)
•Brand-Direct Solutions generated revenue of $42.3 million, down 34.9%. Gross margin was 22.3%, down from 22.8%.
•Marketplace Solutions generated revenue of $53.2 million, down 8.7%. Gross margin was 22.6%, down from 23.8%.
•Technology Solutions generated revenue of $2.6 million, up 14.3%. Gross margin was 86.0%, up from 71.8%.
Fourth-Quarter and Full-Year 2022 Guidance:
DMS anticipates Revenue, Gross Margin, Variable Marketing Margin and Adjusted EBITDA to be in the following ranges:
Fourth-Quarter 2022:
•Net Revenue: $97 – $102 million
•Gross Margin: 25% – 30%
•Variable Marketing Margin: 30% – 35%
•Adjusted EBITDA: $7 – $10 million
Full-Year 2022:
•Net Revenue: $385 – $390 million
•Gross Margin: 25% – 30%
•Variable Marketing Margin: 30% – 35%
•Adjusted EBITDA: $26 – $29 million
Adjusted EBITDA and Variable Marketing Margin are non-GAAP financial measures. Management believes that Adjusted EBITDA and Variable Marketing Margin provide useful information to investors and help explain and isolate the core operating performance of the business — refer to the “Non-GAAP Financial Measures” section below. For guidance purposes, the Company is not providing a quantitative reconciliation of these non-GAAP measures in reliance on the “unreasonable efforts” exception for forward-looking non-GAAP measures set forth in SEC rules because certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated without unreasonable effort and expense.
Conference Call and Webcast Information:
The U.S. toll-free dial-in for the conference call is 1-833-927-1758, and the international dial-in number is 1-929-526-1599. The access code is 258049. A live webcast of the conference call will be available on the investor relations page of the company's website at https://investors.digitalmediasolutions.com.
A replay will be available after the conclusion of the call on November 8, 2022, through November 15, 2022. The U.S. toll-free replay dial-in number is 1-866-813-9403, and the international replay dial-in number is 1-929-458-6194. The replay access code is 317871.
Forward-Looking Statements:
This press release includes “forward-looking statements” within the meaning of of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are made in reliance upon the "safe harbor" protections provided by such acts for forward-looking statements. These forward looking statements are often identified by words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions. These forward-looking statements include, without limitation, DMS’s expectations with respect to its future performance and its ability to implement its strategy, and are based on the beliefs and expectations of our management team from the information available at the time such statements are made. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside DMS’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the COVID-19 pandemic or other public health crises; (2) changes in client demand for our services and our ability to adapt to such changes; (3) the entry of new competitors in the market; (4) the ability to maintain and attract consumers and advertisers in the face of changing economic or competitive conditions; (5) the ability to maintain, grow and protect the data DMS obtains from consumers and advertisers; (6) the performance of DMS’s technology infrastructure; (7) the ability to protect DMS’s intellectual property rights; (8) the ability to successfully source and complete acquisitions and to integrate the operations of companies DMS acquires, including Traverse Data, Inc., Aimtell, Inc., PushPros, Inc. and Aramis Interactive, and the assets of Crisp Marketing, LLC; (9) the ability to improve and maintain adequate internal controls over financial and management systems, and remediate the identified material weakness; (10) changes in applicable laws or regulations and the ability to maintain compliance; (11) our substantial levels of indebtedness; (12) volatility in the trading price on the NYSE of our common stock and warrants; (13) fluctuations in value of our private placement warrants; and (14) other risks and uncertainties indicated from time to time in DMS’s filings with the SEC, including those under “Risk Factors” in DMS’s Annual Report on Form 10-K and its subsequent filings with the SEC. There may be additional risks that we consider immaterial or which are unknown, and it is not possible to predict or identify all such risks. DMS cautions that the foregoing list of factors is not exclusive. DMS cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. DMS does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
About DMS:
Digital Media Solutions, Inc. (NYSE: DMS) is a leading provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. The DMS first-party data asset, proprietary advertising technology, significant proprietary media distribution, and data-driven processes help digital advertising clients de-risk their advertising spend while scaling their customer bases. Learn more at https://digitalmediasolutions.com.
Investor Contact
Jennyfer Enamorado
727-537-6639
investors@dmsgroup.com
For inquiries related to media, contact marketing@dmsgroup.com
DIGITAL MEDIA SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except per share data)
| September 30, 2022 | December 31, 2021 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 18,271 | $ | 26,394 | |||||||
Accounts receivable, net of allowances of $5,654 and $4,459, respectively | 45,780 | 51,578 | |||||||||
| Prepaid and other current assets | 2,468 | 3,698 | |||||||||
| Income tax receivable | 1,399 | 2,078 | |||||||||
| Total current assets | 67,918 | 83,748 | |||||||||
| Property and equipment, net | 18,167 | 19,168 | |||||||||
| Goodwill | 77,219 | 76,558 | |||||||||
| Intangible assets, net | 53,825 | 66,228 | |||||||||
| Other assets | 808 | 889 | |||||||||
| Total assets | $ | 217,937 | $ | 246,591 | |||||||
| LIABILITIES AND DEFICIT | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 36,348 | $ | 42,073 | |||||||
| Accrued expenses and other current liabilities | 9,335 | 9,473 | |||||||||
| Current portion of long-term debt | 2,250 | 2,250 | |||||||||
| Income taxes payable | 721 | 103 | |||||||||
| Tax Receivable Agreement liability | 1,190 | 1,310 | |||||||||
| Contingent consideration payable - current | 1,371 | 7,370 | |||||||||
| Deferred acquisitions consideration payable - current | 5,000 | 4,785 | |||||||||
| Total current liabilities | 56,215 | 67,364 | |||||||||
| Long-term debt | 214,838 | 215,505 | |||||||||
| Deferred tax liabilities | 4,060 | 4,786 | |||||||||
| Private Placement Warrant liabilities | 1,480 | 3,960 | |||||||||
| Contingent consideration payable - non-current | 31 | 1,069 | |||||||||
| Other non-current liabilities | 1,530 | 1,725 | |||||||||
| Total liabilities | 278,154 | 294,409 | |||||||||
| Stockholders' deficit: | |||||||||||
Preferred stock, $0.0001 par value, 100,000 shares authorized; none issued and outstanding at September 30, 2022 | — | — | |||||||||
Class A common stock, $0.0001 par value, 500,000 shares authorized; 39,926 issued and outstanding at September 30, 2022 | 4 | 3 | |||||||||
Class B convertible common stock, $0.0001 par value, 60,000 shares authorized; 25,699 issued and 25,699 outstanding at September 30, 2022 | 3 | 3 | |||||||||
Class C convertible common stock, $0.0001 par value, 40,000 shares authorized; none issued and outstanding at September 30, 2022 | — | — | |||||||||
| Additional paid-in capital | (17,166) | (25,239) | |||||||||
Treasury stock, at cost, 124,967 and 0 shares, respectively | (156) | — | |||||||||
| Cumulative deficit | (17,544) | (944) | |||||||||
| Total stockholders' deficit | (34,859) | (26,177) | |||||||||
| Non-controlling interest | (25,358) | (21,641) | |||||||||
| Total deficit | (60,217) | (47,818) | |||||||||
| Total liabilities and deficit | $ | 217,937 | $ | 246,591 | |||||||
DIGITAL MEDIA SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net revenue | $ | 90,066 | $ | 107,399 | $ | 290,372 | $ | 309,281 | |||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization) | 66,378 | 77,063 | 211,997 | 218,304 | |||||||||||||||||||
| Salaries and related costs | 11,668 | 12,449 | 38,612 | 34,426 | |||||||||||||||||||
| General and administrative expenses | 9,076 | 10,237 | 32,622 | 27,051 | |||||||||||||||||||
| Depreciation and amortization | 7,142 | 7,186 | 21,377 | 19,649 | |||||||||||||||||||
| Acquisition costs | 14 | 420 | 306 | 1,820 | |||||||||||||||||||
| Change in fair value of contingent consideration liabilities | (3) | (3,085) | 2,533 | (2,525) | |||||||||||||||||||
| (Loss) income from operations | $ | (4,209) | $ | 3,129 | $ | (17,075) | $ | 10,556 | |||||||||||||||
| Interest expense | 4,570 | 3,756 | 12,072 | 10,635 | |||||||||||||||||||
| Change in fair value of warrant liabilities | 1,000 | (6,400) | (2,480) | (13,835) | |||||||||||||||||||
| Change in tax receivable agreement liability | (121) | — | (121) | — | |||||||||||||||||||
| Loss on debt extinguishment | — | — | — | 2,108 | |||||||||||||||||||
| Net (loss) income before income taxes | $ | (9,658) | $ | 5,773 | $ | (26,546) | $ | 11,648 | |||||||||||||||
| Income tax expense | 463 | 379 | 819 | 1,527 | |||||||||||||||||||
| Net (loss) income | $ | (10,121) | $ | 5,394 | $ | (27,365) | $ | 10,121 | |||||||||||||||
| Net (loss) income attributable to non-controlling interest | (4,010) | 1,858 | (10,765) | 4,217 | |||||||||||||||||||
| Net (loss) income attributable to Digital Media Solutions, Inc. | $ | (6,111) | $ | 3,536 | $ | (16,600) | $ | 5,904 | |||||||||||||||
| Weighted-average shares outstanding - basic | 39,961 | 36,511 | 37,644 | 35,050 | |||||||||||||||||||
| Weighted-average shares outstanding - diluted | 65,660 | 63,321 | 37,644 | 61,988 | |||||||||||||||||||
| Earnings (loss) per share attributable to Digital Media Solutions, Inc.: | |||||||||||||||||||||||
| Basic - per common shares | $ | (0.15) | $ | 0.10 | $ | (0.44) | $ | 0.17 | |||||||||||||||
| Diluted - per common shares | $ | (0.15) | $ | 0.09 | $ | (0.44) | $ | 0.16 | |||||||||||||||
DIGITAL MEDIA SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net (loss) income | $ | (27,365) | $ | 10,121 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
| Provision for bad debt | 1,305 | 1,384 | |||||||||
| Depreciation and amortization | 21,377 | 19,649 | |||||||||
| Lease restructuring charges | (167) | (81) | |||||||||
| Loss on debt extinguishment | — | 2,108 | |||||||||
| Stock-based compensation, net of amounts capitalized | 5,332 | 3,976 | |||||||||
| Amortization of debt issuance costs | 1,149 | 1,006 | |||||||||
| Deferred income tax provision, net | (1,160) | (856) | |||||||||
| Change in fair value of contingent consideration | 2,533 | (2,525) | |||||||||
| Change in fair value of warrant liability | (2,480) | (13,835) | |||||||||
| Change in tax receivable agreement liabilities | (120) | — | |||||||||
| Change in income tax receivable and payable | 1,297 | (728) | |||||||||
| Change in accounts receivable | 4,824 | (7,324) | |||||||||
| Change in prepaid expenses and other current assets | 1,120 | (2,121) | |||||||||
| Change in accounts payable and accrued expenses | (5,341) | (2,367) | |||||||||
| Change in other liabilities | (195) | (516) | |||||||||
| Net cash provided by operating activities | $ | 2,109 | $ | 7,891 | |||||||
| Cash flows from investing activities | |||||||||||
| Additions to property and equipment | $ | (5,247) | $ | (7,875) | |||||||
| Acquisition of businesses, net of cash acquired | (2,579) | (24,830) | |||||||||
| Net cash used in investing activities | $ | (7,826) | $ | (32,705) | |||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from issuance of long-term debt | $ | — | $ | 220,840 | |||||||
| Payments of long-term debt and notes payable | (1,687) | (200,414) | |||||||||
| Proceeds from borrowings on revolving credit facilities | — | 11,000 | |||||||||
| Payments of borrowings on revolving credit facilities | — | (15,000) | |||||||||
| Payment of debt issuance costs | — | (3,565) | |||||||||
| Payment of equity issuance | — | (475) | |||||||||
| Payment of early termination | — | (188) | |||||||||
| Proceeds from warrants exercised | — | 11 | |||||||||
| Purchase of treasury stock related to stock-based compensation | (156) | — | |||||||||
| Distributions to non-controlling interest holders | (563) | — | |||||||||
| Other | — | (60) | |||||||||
| Net cash (used in) provided by financing activities | $ | (2,406) | $ | 12,149 | |||||||
| Net change in cash | $ | (8,123) | $ | (12,665) | |||||||
| Cash, beginning of period | 26,394 | 31,397 | |||||||||
| Cash, end of period | $ | 18,271 | $ | 18,732 | |||||||
| Nine Months Ended September 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Supplemental Disclosure of Cash Flow Information | |||||||||||
| Cash Paid During the Period For | |||||||||||
| Interest | $ | 10,651 | $ | 10,908 | |||||||
| Income taxes | $ | 662 | $ | 3,837 | |||||||
| Non-Cash Investing and Financing Transactions: | |||||||||||
| Contingent and deferred acquisition consideration | $ | 2,971 | $ | 11,877 | |||||||
| Stock-based compensation capitalized in property and equipment | $ | 363 | $ | 366 | |||||||
| Capital expenditures included in accounts payable | $ | 236 | $ | 550 | |||||||
| Issuance of equity for Aimtell/Aramis//PushPros, and Crisp Results | $ | 10,000 | $ | 35,000 | |||||||
NON-GAAP FINANCIAL MEASURES
In addition to providing financial measurements based on accounting principles generally accepted in the United States of America (“GAAP”), this earnings release includes additional financial measures that are not prepared in accordance with GAAP (“non-GAAP”), including Variable Marketing Margin, Adjusted EBITDA, Unlevered Free Cash Flow, Adjusted Net Income and Adjusted EPS. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures can be found below.
As explained further below, we use these financial measures internally to review the performance of our business units without regard to certain accounting treatments, non-operational, extraordinary or non-recurring items. We believe that presentation of these non-GAAP financial measures provides useful information to investors regarding our results of operations. Because of these limitations, management relies primarily on its GAAP results and uses non-GAAP measures only as a supplement.
Variable Marketing Margin
Variable Marketing Margin is a measure of the efficiency of the Company’s revenue generation efforts, measuring revenue after subtracting the variable marketing and direct media costs that are directly associated with revenue generation. Variable Marketing Margin and Variable Marketing Margin % of revenue are key reporting metrics by which the Company measures the efficacy of its marketing and media acquisition efforts.
Variable Marketing Margin is defined as revenue less variable marketing expense. Variable marketing expense is defined as the expense attributable to variable costs paid for direct marketing and media acquisition costs, and includes only the portion of cost of revenue attributable to costs paid for this direct marketing activity and advertising acquired for resale to the Company’s customers, and excludes overhead, fixed costs and personnel-related expenses. The majority of these variable advertising costs are expressly intended to drive traffic to our websites and to our customers’ websites, and these variable advertising costs are included in cost of revenue on the company's consolidated statements of operations.
Below is a reconciliation of net loss to Variable Marketing Margin and net loss % of revenue to Variable Marketing Margin % of revenue.
The following table provides a reconciliation of Variable Marketing Margin to net loss, the most directly comparable GAAP measure (in thousands, except percentages):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net (loss) income | $ | (10,121) | $ | 5,394 | $ | (27,365) | $ | 10,121 | |||||||||||||||
| Net (loss) income % of revenue | (11) | % | 5 | % | (9) | % | 3 | % | |||||||||||||||
| Adjustments to reconcile to variable marketing margin: | |||||||||||||||||||||||
Cost of revenue adjustment (1) | $ | 5,372 | $ | 7,527 | $ | 18,591 | $ | 18,793 | |||||||||||||||
| Salaries and related costs | 11,668 | 12,449 | 38,612 | 34,426 | |||||||||||||||||||
| General and administrative expense | 9,076 | 10,237 | 32,622 | 27,051 | |||||||||||||||||||
| Acquisition costs | 14 | 420 | 306 | 1,820 | |||||||||||||||||||
| Depreciation and amortization | 7,142 | 7,186 | 21,377 | 19,649 | |||||||||||||||||||
| Change in fair value of contingent consideration | (3) | (3,085) | 2,533 | (2,525) | |||||||||||||||||||
| Change in fair value of warrant liabilities | 1,000 | (6,400) | (2,480) | (13,835) | |||||||||||||||||||
| Change in tax receivable agreement liability | (121) | — | (121) | — | |||||||||||||||||||
| Debt extinguishment | — | — | — | 2,108 | |||||||||||||||||||
| Interest expense, net | 4,570 | 3,756 | 12,072 | 10,635 | |||||||||||||||||||
| Income tax expense | 463 | 379 | 819 | 1,527 | |||||||||||||||||||
| Total adjustments | $ | 39,181 | $ | 32,469 | $ | 124,331 | $ | 99,649 | |||||||||||||||
| Variable marketing margin | $ | 29,060 | $ | 37,863 | $ | 96,966 | $ | 109,770 | |||||||||||||||
| Variable marketing margin % of revenue | 32 | % | 35 | % | 33 | % | 35 | % | |||||||||||||||
______________
(1)Represents amounts reported as cost of revenue that are not direct media costs associated with lead sales, which were added back for the purpose of the Variable Marketing Margin (“VMM”).
Adjusted EBITDA, Unlevered Free Cash Flow and Unlevered Free Cash Flow Conversion
Adjusted EBITDA is defined as net (loss) income, excluding (a) interest expense, (b) income tax expense, (c) depreciation and amortization, (d) change in fair value of warrant liabilities, (e) debt extinguishment, (f) stock-based compensation, (g) change in tax receivable agreement liability, (h) restructuring costs, (i) acquisition costs, and (j) other expense.
In addition, we adjust to take into account estimated cost synergies related to our acquisitions. These adjustments are estimated based on cost-savings that are expected to be realized within our acquisitions over time as these acquisitions are fully integrated into DMS. These cost-savings result from the removal of cost and or service redundancies that already exist within DMS, technology synergies as systems are consolidated and centralized, headcount reductions based on redundancies, right-sized cost structure of media and service costs utilizing the most beneficial contracts within DMS and the acquired companies with external media and service providers. We believe that these non-synergized costs tend to overstate our expenses during the periods in which such synergies are still being realized.
Furthermore, in order to review the performance of the combined business over periods that extend prior to our ownership of the acquired businesses, we include the pre-acquisition performance of the businesses acquired. Management believes that doing so helps to understand the combined operating performance and potential of the business as a whole and makes it easier to compare performance of the combined business over different periods.
Unlevered Free Cash Flow is defined as Adjusted EBITDA, less capital expenditures, and Unlevered Free Cash Flow Conversion is defined as Unlevered Free Cash Flow divided by Adjusted EBITDA.
The following table provides a reconciliation between Adjusted net income and Adjusted EBITDA, and Unlevered Free Cash Flow, from Net loss, the most directly comparable GAAP measure (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net (loss) income | $ | (10,121) | $ | 5,394 | $ | (27,365) | $ | 10,121 | |||||||||||||||
| Adjustments | |||||||||||||||||||||||
| Interest expense | 4,570 | 3,756 | 12,072 | 10,635 | |||||||||||||||||||
| Income tax expense | 463 | 379 | 819 | 1,527 | |||||||||||||||||||
| Depreciation and amortization | 7,142 | 7,186 | 21,377 | 19,649 | |||||||||||||||||||
Change in fair value of warrant liabilities (1) | 1,000 | (6,400) | (2,480) | (13,835) | |||||||||||||||||||
| Change in tax receivable agreement liability | (121) | — | (121) | — | |||||||||||||||||||
| Loss on debt extinguishment | — | — | — | 2,108 | |||||||||||||||||||
| Stock-based compensation expense | 1,424 | 1,516 | 5,332 | 4,046 | |||||||||||||||||||
| Restructuring costs | (13) | 52 | 2,166 | 133 | |||||||||||||||||||
Acquisition costs (2) | 14 | 420 | 306 | 1,820 | |||||||||||||||||||
| Change in fair value of contingent consideration liabilities | (3) | (3,085) | 2,533 | (2,525) | |||||||||||||||||||
Other expense (3) | 708 | 887 | 3,940 | 4,123 | |||||||||||||||||||
| Adjusted net income | $ | 5,063 | $ | 10,105 | $ | 18,579 | $ | 37,802 | |||||||||||||||
| Additional adjustments | |||||||||||||||||||||||
Pro forma cost savings - Reorganization (4) | $ | — | $ | — | $ | — | $ | 31 | |||||||||||||||
Pro forma cost savings - Acquisitions (5) | — | 856 | — | 2,656 | |||||||||||||||||||
Acquisitions EBITDA (6) | — | — | — | 2,711 | |||||||||||||||||||
| Adjusted EBITDA | $ | 5,063 | $ | 10,961 | $ | 18,579 | $ | 43,200 | |||||||||||||||
| Less: Capital Expenditures | 2,050 | 3,663 | 5,247 | 7,875 | |||||||||||||||||||
| Unlevered free cash flow | $ | 3,013 | $ | 7,298 | $ | 13,332 | $ | 35,325 | |||||||||||||||
| Unlevered free cash flow conversion | 59.5 | % | 66.6 | % | 71.8 | % | 81.8 | % | |||||||||||||||
______________
(1)Mark-to-market warrant liability adjustments.
(2)Balance includes business combination transaction fees, acquisition incentive payments and pre-acquisition expenses.
(3)Balance includes legal fees associated with acquisitions and other extraordinary matters, costs related to philanthropic initiatives, and private warrant transaction related costs.
(4)Costs savings as a result of the Company reorganization initiated in Q2 2020.
(5)Cost synergies expected as a result of the full integration of the acquisitions.
(6)Pre-acquisition Adjusted EBITDA results from the AAP and Crisp Results acquisitions during the three and nine months ended September 30, 2021.
A reconciliation of Unlevered Free Cash Flow to net cash provided by operating activities, the most directly comparable GAAP measure, is presented below (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Unlevered free cash flow | $ | 3,013 | $ | 7,298 | $ | 13,332 | $ | 35,325 | |||||||||||||||
| Capital expenditures | 2,050 | 3,663 | 5,247 | 7,875 | |||||||||||||||||||
| Adjusted EBITDA | $ | 5,063 | $ | 10,961 | $ | 18,579 | $ | 43,200 | |||||||||||||||
Acquisitions EBITDA (1) | — | — | — | 2,711 | |||||||||||||||||||
Pro forma cost savings - Reorganization (2) | — | — | — | 31 | |||||||||||||||||||
Pro forma cost savings - Acquisitions (3) | — | 856 | — | 2,656 | |||||||||||||||||||
| Adjusted net income | $ | 5,063 | $ | 10,105 | $ | 18,579 | $ | 37,802 | |||||||||||||||
Acquisition costs (4) | 14 | 420 | 306 | 1,820 | |||||||||||||||||||
| Change in fair value of contingent consideration liabilities | (3) | (3,085) | 2,533 | (2,525) | |||||||||||||||||||
Other expenses (5) | 708 | 887 | 3,940 | 4,123 | |||||||||||||||||||
| Stock-based compensation | 1,424 | 1,516 | 5,332 | 4,046 | |||||||||||||||||||
| Restructuring costs | (13) | 52 | 2,166 | 133 | |||||||||||||||||||
Change in fair value of warrant liabilities (6) | 1,000 | (6,400) | (2,480) | (13,835) | |||||||||||||||||||
| Loss on debt extinguishment | — | — | — | 2,108 | |||||||||||||||||||
| Subtotal before additional adjustments | $ | 1,933 | $ | 16,715 | $ | 6,782 | $ | 41,932 | |||||||||||||||
| Less: Interest expense | 4,570 | 3,756 | 12,072 | 10,635 | |||||||||||||||||||
| Less: Income tax expense | 463 | 379 | 819 | 1,527 | |||||||||||||||||||
| Less: Change in tax receivable agreement liability - Consolidated statements of operations | (121) | — | (121) | — | |||||||||||||||||||
| Provision for bad debt | (34) | 475 | 1,305 | 1,384 | |||||||||||||||||||
| Lease restructuring charges | (169) | (255) | (167) | (81) | |||||||||||||||||||
| Loss on debt extinguishment | — | — | — | 2,108 | |||||||||||||||||||
| Stock-based compensation, net of amounts capitalized | 1,424 | 1,446 | 5,332 | 3,976 | |||||||||||||||||||
| Amortization of debt issuance costs | 211 | 478 | 1,149 | 1,006 | |||||||||||||||||||
| Deferred income tax provision, net | (375) | (1,220) | (1,160) | (856) | |||||||||||||||||||
| Change in fair value of contingent consideration | (3) | (3,085) | 2,533 | (2,525) | |||||||||||||||||||
| Change in fair value of warrant liability | 1,000 | (6,400) | (2,480) | (13,835) | |||||||||||||||||||
| Change in tax receivable agreement liabilities - Consolidated statements of cash flows | (120) | — | (120) | — | |||||||||||||||||||
| Change in income tax receivable and payable | 666 | 1,600 | 1,297 | (728) | |||||||||||||||||||
| Change in accounts receivable | 798 | (2,994) | 4,824 | (7,324) | |||||||||||||||||||
| Change in prepaid expenses and other current assets | (1,465) | (2,343) | 1,120 | (2,121) | |||||||||||||||||||
| Change in accounts payable and accrued expenses | (4,066) | 4,401 | (5,341) | (2,367) | |||||||||||||||||||
| Change in other liabilities | (220) | (326) | (195) | (516) | |||||||||||||||||||
| Net cash provided by operating activities | $ | (5,332) | $ | 4,357 | $ | 2,109 | $ | 7,891 | |||||||||||||||
______________
(1)Pre-acquisition Adjusted EBITDA results from the AAP and Crisp Results acquisitions during the three and nine months ended September 30, 2021.
(2)Costs savings as a result of the Company reorganization initiated in Q2 2020.
(3)Cost synergies expected as a result of the full integration of the acquisitions.
(4)Balance includes business combination transaction fees, acquisition incentive payments and pre-acquisition expenses.
(5)Balance includes legal fees associated with acquisitions and other extraordinary matters, costs related to philanthropic initiatives, and private warrant transaction related costs.
(6)Mark-to-market warrant liability adjustments.
Adjusted Net Income and Adjusted EPS
We use the non-GAAP measures Adjusted Net Income and Adjusted EPS to assess operating performance. Management believes that these measures provide investors with useful information on period-to-period performance as evaluated by management and comparison with our past financial and operating performance. Management also believes these non-GAAP financial measures are useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance. We define Adjusted Net Income (Loss) as net loss attributable to Digital Media Solutions, Inc. adjusted for (x) costs associated with the change in fair value of warrant liabilities, debt extinguishment, Business Combination, acquisition-related costs, equity based compensation and lease restructuring charges and (y) the reallocation of net income (loss) attributable to non-controlling interests from the assumed acquisition by Digital Media Solutions, Inc. of all units of Digital Media Solutions Holdings, LLC (“DMSH LLC”) (other than units held by subsidiaries of Digital Media Solutions, Inc.) for newly-issued shares of Class A Common Stock of Digital Media Solutions, Inc. on a one-to-one basis. We define adjusted pro forma net loss per share as adjusted pro forma net loss divided by the weighted-average shares of Class A Common Stock outstanding, assuming the acquisition by Digital Media Solutions, Inc. of all outstanding DMSH LLC units (other than units held by subsidiaries of Digital Media Solutions, Inc.) for newly-issued shares of Class A Common Stock on a one-to-one-basis.
The following table presents a reconciliation between GAAP Earnings Per Share and Non-GAAP Adjusted Net Income and Adjusted EPS (In thousands, except per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net (loss) income | $ | (10,121) | $ | 5,394 | $ | (27,365) | $ | 10,121 | |||||||||||||||
| Net (loss) income attributable to non-controlling interest | (4,010) | $ | 1,858 | (10,765) | 4,217 | ||||||||||||||||||
| Net (loss) income attributable to Digital Media Solutions, Inc. - basic | $ | (6,111) | $ | 3,536 | $ | (16,600) | $ | 5,904 | |||||||||||||||
| Add: Income effects of Class B convertible common stock | $ | (4,010) | $ | 1,858 | $ | — | $ | 4,217 | |||||||||||||||
| Net (loss) income attributable to Digital Media Solutions, Inc. - diluted | $ | (10,121) | $ | 5,394 | $ | (16,600) | $ | 10,121 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares - basic | 39,961 | 36,511 | 37,644 | 35,050 | |||||||||||||||||||
| Add: dilutive effects of Class B convertible common stock | 25,699 | 25,853 | — | 25,853 | |||||||||||||||||||
| Add: dilutive effects of employee equity awards | — | 267 | — | 515 | |||||||||||||||||||
| Add: dilutive effects of public warrants | — | — | — | 168 | |||||||||||||||||||
| Add: dilutive effects of deferred consideration | — | 690 | — | 402 | |||||||||||||||||||
| Weighted average shares - diluted | 65,660 | 63,321 | 37,644 | 61,988 | |||||||||||||||||||
| Net earnings (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | (0.15) | $ | 0.10 | $ | (0.44) | $ | 0.17 | |||||||||||||||
| Diluted | $ | (0.15) | $ | 0.09 | $ | (0.44) | $ | 0.16 | |||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net (loss) income attributable to Digital Media Solutions, Inc. - basic | $ | (6,111) | $ | 3,536 | $ | (16,600) | $ | 5,904 | |||||||||||||||
| Net (loss) income attributable to Digital Media Solutions, Inc. - diluted | $ | (10,121) | $ | 5,394 | $ | (16,600) | $ | 10,121 | |||||||||||||||
| Add adjustments: | |||||||||||||||||||||||
| Change in fair value of warrant liabilities | $ | 1,000 | $ | (6,400) | $ | (2,480) | $ | (13,835) | |||||||||||||||
| Loss on debt extinguishment | — | — | — | 2,108 | |||||||||||||||||||
| Acquisition and related costs | 14 | 420 | 306 | 1,820 | |||||||||||||||||||
| Restructuring costs | (13) | 52 | 2,166 | 133 | |||||||||||||||||||
| Business combination expenses | — | 856 | — | 2,656 | |||||||||||||||||||
| Stock-based compensation expense | 1,424 | 1,516 | 5,332 | 4,046 | |||||||||||||||||||
| $ | 2,425 | $ | (3,556) | $ | 5,324 | $ | (3,072) | ||||||||||||||||
| Net income tax expense based on conversion of units | — | (337) | — | 565 | |||||||||||||||||||
| Adjusted net income (loss) attributable to Digital Media Solutions, Inc. - basic | $ | (3,686) | $ | (357) | $ | (11,276) | $ | 3,397 | |||||||||||||||
| Adjusted net income (loss) attributable to Digital Media Solutions, Inc. - diluted | $ | (7,696) | $ | 2,175 | $ | (11,276) | $ | 6,484 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares outstanding - basic | 39,961 | 36,511 | 37,644 | 35,050 | |||||||||||||||||||
| Weighted-average LLC Units of DMSH, LLC that are convertible into Class A common stock | 25,699 | 36,511 | 24,109 | 35,050 | |||||||||||||||||||
| 65,660 | 73,022 | 61,753 | 70,100 | ||||||||||||||||||||
| Adjusted EPS - basic | $ | (0.06) | $ | — | $ | (0.18) | $ | 0.05 | |||||||||||||||
| Adjusted EPS - diluted | $ | (0.12) | $ | 0.03 | $ | (0.18) | $ | 0.09 | |||||||||||||||