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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): May 11, 2023

 

Direct Digital Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41261   87-2306185
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1177 West Loop South, Suite 1310
Houston, Texas
  77027
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (832) 402-1051

 

Not Applicable

(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 Exchange Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Class A common stock, par value $0.001 per share   DRCT   The Nasdaq Stock Market LLC
Warrants to purchase Class A common stock   DRCTW   The Nasdaq Stock Market LLC

 

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 (the “Exchange Act”) (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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 May 11, 2023, Direct Digital Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 to this report and is incorporated herein by reference.

 

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

 

Item 9.01 Financial Statements and Exhibits.

 

     (d) Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press Release, dated May 11, 2023.
104   Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

 

 

 


 

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.

 

 

May 11, 2023

(Date)  
Direct Digital Holdings, Inc.
(Registrant)  
   
  /s/ Susan Echard  
  Susan Echard  
  Chief Financial Officer and Corporate Secretary

 

 

 

EX-99.1 2 tm2315267d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

Direct Digital Holdings Reports
First Quarter 2023 Financial Results

 

First Quarter 2023 Revenue Up 87% Year-Over-Year to $21.2 Million

 

Houston, May 11, 2023 -- Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC ("Colossus SSP"), Huddled Masses LLC ("Huddled Masses") and Orange142, LLC ("Orange142"), today announced financial results for the first quarter ended March 31, 2023.

 

Mark D. Walker, Chairman and Chief Executive Officer, commented, “We are proud to report that our first quarter of fiscal 2023, a typically and seasonally slower quarter in advertising, saw strong topline growth across both our sell- and buy-side businesses. Although we saw some one-time expenses this quarter, driven by unusual events as well as higher expenses year-over-over associated with being a new public company, we believe that we are well positioned going into the remainder of 2023 and look forward to continuing to provide our growing number of clients with the successful digital advertising solutions that have become synonymous with Direct Digital Holdings.”

 

Keith Smith, President, added, “As evidenced by our performance this quarter, we have seen increasing numbers of dollars being spent in the middle market by the multicultural audiences that we work with, as well as an increase in steady demand for our industry-leading solutions in both the niche and broad markets we operate within. Looking ahead, we remain confident in the state of the industry and are eager to continue executing on our operational playbook for 2023 and beyond.”

 

First Quarter 2023 Business Highlights

 

· For the first quarter ended March 31, 2023, Direct Digital Holdings processed approximately 207 billion monthly impressions through its sell-side advertising segment, an increase of 130% over the same period of 2022.

 

· In addition, the Company’s sell-side advertising platforms received over six billion bid responses in the first quarter of 2023, an increase of over 81% over the same period in 2022, through 153,000 advertisers for the quarter, which equates to a 121% increase over the same period in 2022.

 

· The Company’s buy-side advertising segment served approximately 231 customers in the first quarter of 2023, an increase of 3% compared to the same period of 2022.

 

First Quarter 2023 Financial Highlights:

 

· Revenue was $21.2 million in the first quarter of 2023, an increase of $9.9 million, or 87% over the $11.4 million in the same period of 2022.

 

o Sell-side advertising segment revenue grew to $13.8 million and contributed $8.3 million of the increase, or 149% growth over the $5.5 million of sell-side revenue in the same period of 2022.

 

o Buy-side advertising segment revenue grew to $7.4 million and contributed $1.6 million of the increase, or 28% growth over the $5.8 million of buy-side revenue in the same period of 2022.

 

· Consolidated operating loss was ($0.1) million for the first quarter of 2023 compared to consolidated operating income of $0.6 million in the same period of 2022.

 

· The operating income of our business segments for the first quarter of 2023 was $2.8 million compared to the operating income of our business segments of $1.7 million in the same period of 2022, an increase of 61% year-over-year.

 

 


 

 

 

· First quarter loss includes certain one-time expenses of ($0.8) million or ($0.05) per share, and net loss was ($1.3) million in the first quarter of 2023, compared to a net loss of ($0.7) million in the same period of 2022. One-time expenses were driven by costs incurred in connection with our voluntary early termination of our Silicon Valley Bank credit facility, the ongoing transition to HPE Greenlake, incremental growth opportunities for the Company’s servers and additional one-time company expenses.

 

· Adjusted EBITDA(1) was $0.5 million in the first quarter 2023, compared to $1.1 million in the same period of 2022.

 

Financial Outlook

 

Assuming the U.S. economy does not experience any major economic conditions that deteriorate or otherwise significantly reduce advertiser demand, we are reaffirming our estimate as disclosed in our year-end 2022 update:

 

  · For fiscal year 2023, we expect revenue to be in the range of $118 million to $122 million, or 36% year-over-year growth at the mid-point.

 

“Although we realized some extraordinary expenses this quarter, Direct Digital Holdings continues to outperform the overall ad-tech industry despite challenging macroeconomic factors. As seen in our increased market share and operational efficiencies, we believe that we are well-positioned for the remainder of the year and are committed to maximizing value for our shareholders,” commented Susan Echard, Chief Financial Officer.

 

Conference Call and Webcast Details

 

Direct Digital will host a conference call on Thursday, May 11, 2023 at 5:00 p.m. Eastern Time to discuss the Company’s first quarter 2023 financial results. The live webcast and replay can be accessed at https://ir.directdigitalholdings.com/. Please access the website at least fifteen minutes prior to the call to register, download and install any necessary audio software. For those who cannot access the webcast, a replay will be available at https://ir.directdigitalholdings.com/ for a period of twelve months.

 

Footnotes

 

(1) “Adjusted EBITDA” is a non-GAAP financial measure. The section titled “Non-GAAP Financial Measures” below describes our usage of non-GAAP financial measures and provides reconciliations between historical GAAP and non-GAAP information contained in this press release.

 

 

Forward Looking Statements

 

This press release may contain forward-looking statements within the meaning of federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and which are subject to certain risks, trends and uncertainties.

 

As used below, “we,” “us,” and “our” refer to the Company. We use words such as “could,” “would,” “may,” “might,” “will,” “expect,” “likely,” “believe,” “continue,” “anticipate,” “estimate,” “intend,” “plan,” “project” and other similar expressions to identify forward-looking statements, but not all forward-looking statements include these words. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements.

 

 


 

 

 

All of our forward-looking statements involve estimates and uncertainties that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Our forward-looking statements are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance expressed in or implied by the forward-looking statements, including, but not limited to: our dependence on the overall demand for advertising, which could be influenced by economic downturns; any slow-down or unanticipated development in the market for programmatic advertising campaigns; the effects of health epidemics; operational and performance issues with our platform, whether real or perceived, including a failure to respond to technological changes or to upgrade our technology systems; any significant inadvertent disclosure or breach of confidential and/or personal information we hold, or of the security of our or our customers', suppliers' or other partners' computer systems; any unavailability or non-performance of the non-proprietary technology, software, products and services that we use; unfavorable publicity and negative public perception about our industry, particularly concerns regarding data privacy and security relating to our industry's technology and practices, and any perceived failure to comply with laws and industry self-regulation; restrictions on the use of third-party "cookies," mobile device IDs or other tracking technologies, which could diminish our platform's effectiveness; any inability to compete in our intensely competitive market; any significant fluctuations caused by our high customer concentration; our limited operating history, which could result in our past results not being indicative of future operating performance; any violation of legal and regulatory requirements or any misconduct by our employees, subcontractors, agents or business partners; any strain on our resources, diversion of our management's attention or impact on our ability to attract and retain qualified board members as a result of being a public company; our dependence, as a holding company, of receiving distributions from Direct Digital Holdings, LLC to pay our taxes, expenses and dividends; and other factors and assumptions discussed in the "Risk Factors," "Management's Discussion and Analysis of Financial Conditions and Results of Operations" and other sections of our filings with the Securities and Exchange Commission that we make from time to time. Should one or more of these risks or uncertainties materialize or should any of these assumptions prove to be incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement contained in this Current Report on Form 8-K to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances, and we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

About Direct Digital Holdings

 

Direct Digital Holdings (Nasdaq: DRCT), owner of operating companies Colossus SSP, Huddled Masses, and Orange 142, brings state-of-the-art sell- and buy-side advertising platforms together under one umbrella company. Direct Digital Holdings' sell-side platform, Colossus SSP, offers advertisers of all sizes extensive reach within general market and multicultural media properties. The company's subsidiaries Huddled Masses and Orange142 deliver significant ROI for middle market advertisers by providing data-optimized programmatic solutions at scale for businesses in sectors that range from energy to healthcare to travel to financial services. Direct Digital Holdings' sell- and buy-side solutions manage approximately 153,000 clients monthly, generating over 100 billion impressions per month across display, CTV, in-app and other media channels. Direct Digital Holdings is the ninth black-owned company to go public in the U.S and was named a top minority-owned business by The Houston Business Journal. 

 

 


 

 

 

CONSOLIDATED BALANCE SHEETS

 

    March 31, 2023     December 31, 2022  
ASSETS                
CURRENT ASSETS                
Cash and cash equivalents   $ 6,718,559     $ 4,047,453  
Accounts receivable, net     19,050,300       26,354,114  
Prepaid expenses and other current assets     1,037,877       883,322  
Total current assets     26,806,736       31,284,889  
                 
Property, equipment, and software, net of accumulated amortization and depreciation of $90,710 and $34,218, respectively     664,937       673,218  
Goodwill     6,519,636       6,519,636  
Intangible assets, net     13,149,304       13,637,759  
Deferred tax asset, net     5,240,074       5,164,776  
Operating lease right-of-use assets     756,654       798,774  
Other long-term assets     46,987       46,987  
Total assets   $ 53,184,328     $ 58,126,039  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                
CURRENT LIABILITIES:                
Accounts payable   $ 13,786,543     $ 17,695,404  
Accrued liabilities     4,673,785       4,777,764  
Current portion of liability related to tax receivable agreement     41,141       182,571  
Notes payable, current portion     818,750       655,000  
Deferred revenues     949,604       546,710  
Operating lease liabilities, current portion     70,014       91,989  
Income taxes payable     182,840       174,438  
Related party payables     1,448,333       1,448,333  
Total current liabilities     21,971,010       25,572,209  
                 
Notes payable, net of short-term portion and deferred financing cost of $1,994,724 and $2,115,161, respectively     22,706,526       22,913,589  
Economic Injury Disaster Loan     150,000       150,000  
Liability related to tax receivable agreement, net of current portion     4,245,234       4,149,619  
Operating lease liabilities, net of current portion     743,572       745,340  
Total liabilities     49,816,342       53,530,757  
                 
STOCKHOLDERS’ EQUITY (DEFICIT)                
Class A common stock, $0.001 par value per share, 160,000,000 shares authorized, 3,491,318 and 3,252,764 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively     3,491       3,253  
Class B common stock, $0.001 par value per share, 20,000,000 shares authorized, 11,278,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022     11,278       11,278  
Additional paid-in capital     8,330,412       8,224,012  
Accumulated deficit     (4,977,195 )     (3,643,261 )
Total stockholders’ equity     3,367,986       4,595,282  
Total liabilities and stockholders’ equity   $ 53,184,328     $ 58,126,039  

 

 


 

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

    For the Three Months Ended March 31,  
    2023     2022  
Revenues                
Buy-side advertising   $ 7,439,666     $ 5,831,041  
Sell-side advertising     13,783,244       5,539,296  
Total revenues     21,222,910       11,370,337  
                 
Cost of revenues                
Buy-side advertising     2,949,153       2,069,346  
Sell-side advertising     11,840,706       4,520,192  
Total cost of revenues     14,789,859       6,589,538  
Gross profit     6,433,051       4,780,799  
                 
Operating expenses                
Compensation, taxes and benefits     3,634,296       2,555,036  
General and administrative     2,940,094       1,640,892  
Total operating expenses     6,574,390       4,195,928  
Income (loss) from operations     (141,339 )     584,871  
                 
Other income (expense)                
Other income     49,828       47,982  
Loss on redemption of non-participating preferred units           (590,689 )
Contingent loss on early termination of line of credit     (299,770 )      
Interest expense     (1,017,301 )     (713,787 )
Total other expense     (1,267,243 )     (1,256,494 )
                 
Loss before taxes     (1,408,582 )     (671,623 )
Tax expense (benefit)     (74,648 )      
Net loss   $ (1,333,934 )   $ (671,623 )
                 
Net loss per common share:                
Basic and diluted   $ (0.09 )   $ (0.09 )
                 
Weighted-average number of shares of common stock outstanding:                
Basic and diluted     14,575,845       7,106,471  

 

 


 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    For the Three Months Ended March 31,  
    2023     2022  
Cash Flows Provided By (Used In) Operating Activities:                
Net loss   $ (1,333,934 )   $ (671,623 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                
Amortization of deferred financing costs     136,004       152,287  
Amortization of intangible assets     488,455       488,455  
Amortization of right-of-use assets     42,120       17,602  
Amortization of capitalized software     47,654        
Depreciation of property and equipment     8,839        
Stock-based compensation     94,538        
Deferred income taxes     (75,298 )      
Payment on tax receivable agreement     (45,815 )      
Loss on redemption of non-participating preferred units           590,689  
Contingent loss on early termination of line of credit     299,770        
Bad debt recovery     (120 )     (2,425 )
Changes in operating assets and liabilities:                
Accounts receivable     7,303,934       119,515  
Prepaid expenses and other assets     (242,391 )     304,425  
Accounts payable     (3,908,861 )     (926,581 )
Accrued liabilities     (39,479 )     80,104  
Income taxes payable     8,402        
Deferred revenues     402,894       (916,661 )
Operating lease liability     (23,743 )     (17,303 )
Related party payable           (70,801 )
Net cash provided by (used in) operating activities     3,162,969       (852,317 )
                 
Cash Flows Used In Investing Activities:                
Cash paid for capitalized software and property and equipment     (48,212 )      
Net cash used in investing activities     (48,212 )      
                 
Cash Flows (Used In) Provided by Financing Activities:                
Payments on term loan     (163,750 )     (137,500 )
Payments of litigation settlement     (64,500 )      
Payment of deferred financing costs     (227,501 )     (185,093 )
Proceeds from Issuance of Class A common stock, net of transaction costs           11,329,818  
Redemption of common units           (3,237,838 )
Redemption of non-participating preferred units           (7,046,251 )
Proceeds from warrants exercised     12,100        
Distributions to members           (148,450 )
Net cash (used in) provided by financing activities     (443,651 )     574,686  
                 
Net increase (decrease) in cash and cash equivalents     2,671,106       (277,631 )
Cash and cash equivalents, beginning of the period     4,047,453       4,684,431  
Cash and cash equivalents, end of the period   $ 6,718,559     $ 4,406,800  

 

 


 

 

 

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 earnings before interest, taxes, depreciation and amortization (“EBITDA”), as adjusted for stock compensation expense, loss on early termination of line of credit, and loss on early extinguishment of debt, and loss on early redemption of non-participating preferred units (“Adjusted EBITDA”), a non-GAAP financial measure, is useful in evaluating our operating performance. The most directly comparable GAAP measure to Adjusted EBITDA is net income (loss).

 

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 depreciation and amortization, interest expense, provision for income taxes, and certain one-time items such as acquisition transaction costs and gains from settlements or loan forgiveness 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 measure has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. The following table presents a reconciliation of Adjusted EBITDA to net income (loss) for each of the periods presented:

 

NON-GAAP FINANCIAL METRICS

(unaudited)

 

    For the Three Months Ended March 31,  
    2023     2022  
Net loss   $ (1,333,934 )   $ (671,623 )
Add back (deduct):                
Amortization of intangible assets     488,455       488,455  
Depreciation and amortization of property and equipment     56,493        
Interest expense     1,017,301       713,787  
Contingent loss on termination of line of credit     299,770          
Tax benefit     (74,648 )      
Stock-based compensation     94,538        
Loss on early redemption of non-participating preferred units           590,689  
Adjusted EBITDA   $ 547,975     $ 1,121,308  

 

 


 

 

 

Contacts:

 

Investors:

Brett Milotte, ICR

Brett.Milotte@icrinc.com