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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): November 9, 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

 

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 November 9, 2023, Direct Digital Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 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 November 9, 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.

 

November 9, 2023
(Date)
Direct Digital Holdings, Inc.
(Registrant)
   
  /s/ Diana Diaz
  Diana Diaz
Chief Financial Officer

 

 

EX-99.1 2 tm2330133d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

Direct Digital Holdings Reports

Third Quarter 2023 Financial Results

 

Third Quarter 2023 Revenue Up 129% Year-Over-Year to $59.5 Million

 

Company Raises Full-Year 2023 Revenue Guidance to $170 Million - $190 Million

 

Houston, November 09, 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 third quarter ended September 30, 2023.

 

Mark D. Walker, Chairman and Chief Executive Officer, commented, “In recent quarters, we have made significant investments in our technology stack, advertising platform and operational structure. We initially expected to see the impact of these investments in 2024, however, we are pleased to report that these benefits have arrived much earlier in 2023. Our strong technology partnerships and our overarching business strategy have enabled us to meet a growing number of customers’ demands and further the capabilities of our sell-side technology platform. On both the sell-side and the buy-side, increased spend from our buying partners has resulted in an associated increase in our impression count and organic growth profile with a direct positive impact on net income and Adjusted EBITDA(1).”

 

Keith Smith, President, added, “The growth seen in this quarter, as well as the past year, has been fueled by a combination of our strategic investments and partnerships, our differentiated approach to advertising solutions, as well as a set of market dynamics which have been highly beneficial to our position in the industry. We have capitalized on the shift in ad spend towards digital media on both the sell- and buy-side and will continue to grow our presence in the space through our recent partnerships and advancements of our technology stack. We remain committed to executing on the same growth and investment initiatives that led us to the strong third quarter results we are reporting today.”

 

Third Quarter 2023 Business Highlights

 

· For the third quarter ended September 30, 2023, Direct Digital Holdings processed over 400 billion monthly impressions through its sell-side advertising segment, an increase of 220% over the same period of 2022.

 

· In addition, the Company’s sell-side advertising platforms received over 34 billion monthly bid responses in the third quarter of 2023, an increase of over 210% over the same period in 2022. Sell-side revenue per advertiser for the third quarter of 2023 increased 241% compared to the same period of 2022.

 

· The Company’s buy-side advertising segment served approximately 228 customers in the third quarter of 2023 and buy-side revenue per customer increased 14% compared to the same period of 2022.

 


 

 

Third Quarter 2023 Financial Highlights:

 

· Revenue was $59.5 million in the third quarter of 2023, an increase of $33.5 million, or 129% over the $26.0 million in the same period of 2022.

 

o Sell-side advertising segment revenue grew to $51.6 million and contributed $32.8 million of the increase, or 174% growth over the $18.9 million of sell-side revenue in the same period of 2022.

 

o Buy-side advertising segment revenue grew to $7.9 million and contributed $0.7 million of the increase, or 10% growth over the $7.1 million of buy-side revenue in the same period of 2022.

 

· Consolidated operating income in the third quarter of 2023 was $4.5 million compared to consolidated operating income of $1.8 million in the same period of 2022, an increase of 144% year-over-year.

 

· Net income was $3.4 million in the third quarter of 2023, compared to net income of $0.8 million in the same period of 2022, an increase of 313% year-over-year.

 

· Adjusted EBITDA(1) was $5.4 million in the third quarter of 2023, compared to $2.4 million in the same period of 2022, an increase of 123% year-over-year.

 

Financial Outlook

 

Assuming the U.S. economy does not experience any major economic conditions that deteriorate or otherwise significantly reduce advertiser demand, we are increasing our previously issued estimate as disclosed in our second quarter 2023 update:

 

· For fiscal year 2023, we expect revenue to be in the range of $170 million to $190 million, or 101% year-over-year growth at the mid-point.

 

“We are thrilled to announce the raising of our fiscal year 2023 revenue guidance to $180 million at the midpoint, a 101% increase over full-year 2022 results. This increase reflects our belief in our ability to execute on our various growth strategies, demonstrates the strength of our operating leverage and highlights the favorable market trends that we expect to continue for the remainder of this year,” commented Diana Diaz, Chief Financial Officer.

 

Conference Call and Webcast Details

 

Direct Digital will host a conference call on Thursday, November 9, 2023 at 5:00 p.m. Eastern Time to discuss the Company’s third 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, on 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 press release 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 on average over 125,000 clients monthly, generating over 300 billion impressions per month across display, CTV, in-app and other media channels.

 


 

 

 

CONSOLIDATED BALANCE SHEETS

(unaudited)

 

    September 30, 2023     December 31, 2022  
ASSETS                
CURRENT ASSETS                
Cash and cash equivalents   $ 5,481,949     $ 4,047,453  
Accounts receivable, net     54,637,634       26,354,114  
Prepaid expenses and other current assets     1,426,925       883,322  
Total current assets     61,546,508       31,284,889  
                 
Property, equipment and software, net of accumulated depreciation and amortization of $219,386 and $34,218, respectively     625,028       673,218  
Goodwill     6,519,636       6,519,636  
Intangible assets, net     12,172,396       13,637,759  
Deferred tax asset, net     5,082,424       5,164,776  
Operating lease right-of-use assets     674,846       798,774  
Other long-term assets     127,492       46,987  
Total assets   $ 86,748,330     $ 58,126,039  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
CURRENT LIABILITIES                
Accounts payable   $ 45,021,034     $ 17,695,404  
Accrued liabilities     4,071,128       4,777,764  
Liability related to tax receivable agreement, current portion     41,141       182,571  
Notes payable, current portion     1,146,250       655,000  
Deferred revenues     1,044,069       546,710  
Operating lease liabilities, current portion     49,977       91,989  
Income taxes payable     113,355       174,438  
Related party payables     1,428,093       1,448,333  
Total current liabilities     52,915,047       25,572,209  
                 
Notes payable, net of short-term portion and deferred financing cost of $1,722,716 and $2,115,161, respectively     22,323,534       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     717,632       745,340  
Total liabilities     80,351,447       53,530,757  
                 
COMMITMENTS AND CONTINGENCIES (Note 9)                
                 
STOCKHOLDERS’ EQUITY                
Class A common stock, $0.001 par value per share, 160,000,000 shares authorized, 2,991,792 and 2,900,000 shares issued and outstanding, respectively     2,992       2,900  
Class B common stock, $0.001 par value per share, 20,000,000 shares authorized, 11,278,000 shares issued and outstanding     11,278       11,278  
Additional paid-in capital     8,782,092       8,224,365  
Accumulated deficit     (2,399,479 )     (3,643,261 )
Total stockholders’ equity     6,396,883       4,595,282  
Total liabilities and stockholders’ equity   $ 86,748,330     $ 58,126,039  

 


 

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

    For the Three Months Ended     For the Nine Months Ended  
    September 30,     September 30,  
    2023     2022     2023     2022  
Revenues                                
Buy-side advertising   $ 7,850,058     $ 7,130,736     $ 27,092,816     $ 22,283,044  
Sell-side advertising     51,622,066       18,854,639       89,006,018       36,333,976  
Total revenues     59,472,124       25,985,375       116,098,834       58,617,020  
                                 
Cost of revenues                                
Buy-side advertising     3,113,491       2,471,170       10,650,541       7,694,987  
Sell-side advertising     44,605,815       16,053,461       77,189,787       30,344,670  
Total cost of revenues     47,719,306       18,524,631       87,840,328       38,039,657  
Gross profit     11,752,818       7,460,744       28,258,506       20,577,363  
                                 
Operating expenses                                
Compensation, taxes and benefits     4,747,081       3,845,918       12,934,406       9,895,646  
General and administrative     2,512,330       1,770,002       8,717,584       5,187,875  
Total operating expenses     7,259,411       5,615,920       21,651,990       15,083,521  
Income from operations     4,493,407       1,844,824       6,606,516       5,493,842  
                                 
Other income (expense)                                
Other income     83,331             175,472       47,982  
Forgiveness of Paycheck Protection Program loan                       287,143  
Loss on redemption of non-participating preferred units                       (590,689 )
Contingent loss on early termination of line of credit                 (299,770 )      
Interest expense     (1,059,890 )     (905,605 )     (3,104,684 )     (2,269,643 )
Total other expense     (976,559 )     (905,605 )     (3,228,982 )     (2,525,207 )
                                 
Income before taxes     3,516,848       939,219       3,377,534       2,968,635  
Tax expense     165,994       128,436       165,658       215,112  
Net income   $ 3,350,854     $ 810,783     $ 3,211,876     $ 2,753,523  
                                 
Net income per common share:                                
Basic   $ 0.23     $ 0.06     $ 0.23     $ 0.23  
Diluted   $ 0.23     $ 0.06     $ 0.22     $ 0.23  
                                 
Weighted-average number of shares of common stock outstanding:                                
Basic     14,268,168       14,178,000       14,216,211       11,846,601  
Diluted     14,827,165       14,545,241       14,817,770       11,996,969  

 


 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

    For the Nine Months Ended September 30,  
    2023     2022  
Cash Flows Provided By Operating Activities:                
Net income   $ 3,211,876     $ 2,753,523  
Adjustments to reconcile net income to net cash provided by operating activities:                
Amortization of deferred financing costs     434,847       463,008  
Amortization of intangible assets     1,465,363       1,465,364  
Amortization of right-of-use assets     123,928       94,974  
Amortization of capitalized software     159,057        
Depreciation of property and equipment     26,112        
Stock-based compensation     545,504       85,437  
Forgiveness of Paycheck Protection Program loan           (287,143 )
Deferred income taxes     82,352       (40,591 )
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 expense     97,740       2,717  
Changes in operating assets and liabilities:                
Accounts receivable     (28,381,260 )     (13,520,067 )
Prepaid expenses and other assets     (524,098 )     482,190  
Accounts payable     27,325,629       10,008,327  
Accrued liabilities     (513,138 )     1,555,037  
Income taxes payable     (61,083 )     94,440  
Deferred revenues     497,359       (201,907 )
Operating lease liability     (69,720 )     (75,396 )
Related party payable           (70,801 )
Net cash provided by operating activities     4,674,423       3,399,801  
                 
Cash Flows Used In Investing Activities:                
Cash paid for capitalized software and property and equipment     (136,978 )      
Net cash used in investing activities     (136,978 )      
                 
Cash Flows Used In Financing Activities:                
Proceeds from note payable           4,260,000  
Payments on term loan     (491,250 )     (412,500 )
Payments of litigation settlement     (193,500 )      
Payments on lines of credit           (400,000 )
Payment of deferred financing costs     (442,181 )     (525,295 )
Proceeds from Issuance of Class A common stock, net of transaction costs           11,167,043  
Redemption of common units           (7,200,000 )
Redemption of non-participating preferred units           (7,046,251 )
Proceeds from options exercised     215        
Proceeds from warrants exercised     12,100        
Distributions to members     (1,988,333 )     (916,433 )
Net cash used in financing activities     (3,102,949 )     (1,073,436 )
                 
Net increase in cash and cash equivalents     1,434,496       2,326,365  
Cash and cash equivalents, beginning of the period     4,047,453       4,684,431  
Cash and cash equivalents, end of the period   $ 5,481,949     $ 7,010,796  
                 
Supplemental Disclosure of Cash Flow Information:                
Cash paid for taxes   $ 348,862     $ 133,401  
Cash paid for interest   $ 2,667,283     $ 1,744,365  
                 
Non-cash Financing Activities:                
Transaction costs related to issuances of Class A shares included in accrued liabilities   $     $ 1,000,000  
Outside basis difference in partnership   $     $ 3,234,000  
Tax receivable agreement payable to Direct Digital Management, LLC   $     $ 278,900  
Tax benefit on tax receivable agreement   $     $ 485,100  
Issuance related to vesting of restricted stock units, net of tax withholdings   $ 90     $  

  


 

 

 

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 September 30,     For the Nine Months Ended September 30,  
    2023     2022     2023     2022  
Net income   $ 3,350,854     $ 810,783     $ 3,211,876     $ 2,753,523  
Add back (deduct):                                
Interest expense     1,059,890       905,605       3,104,684       2,269,643  
Amortization of intangible assets     488,455       488,455       1,465,364       1,465,364  
Stock-based compensation     241,491       70,030       545,504       85,438  
Depreciation and amortization of capitalized software, property and equipment     63,689             185,169        
Contingent loss on early termination of line of credit                 299,770        
Tax expense     165,994       128,436       165,658       215,112  
Forgiveness of PPP loan                       (287,163 )
Loss on early redemption of non-participating preferred units                       590,689  
Adjusted EBITDA   $ 5,370,373     $ 2,403,309     $ 8,978,025     $ 7,092,606  

 

 

Contacts:

 

Investors:

Brett Milotte, ICR

Brett.Milotte@icrinc.com