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Section 1: 8-K/A (8-K/A)

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This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by The Meet Group, Inc. with the Securities and Exchange Commission on May 6, 2020 to correct certain table headings in Exhibit 99.1.true0001078099 0001078099 2020-05-08 2020-05-08
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A

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 8, 2020 (May 6, 2020)

Commission file number: 001-33105

403928944_tmglogoa05.jpg
The Meet Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
86-0879433
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
 
 
100 Union Square Drive, New Hope, Pennsylvania 18938
(Address of Principal Executive Office)

Registrant’s Telephone Number: (215) 862-1162
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
Common Stock
 
MEET
 
NASDAQ

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐



 



Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by The Meet Group, Inc. (“Company”) with the Securities and Exchange Commission on May 6, 2020 to correct certain table headings in the press release furnished as Exhibit 99.1 thereto. No changes have been made in the text of the Form 8-K, and no changes have been made in the text of the press release or in the numbers presented in the tables. We have also corrected the table headings in the press release that is posted on our Company website.


Item 9.01
 
 
Financial Statements and Exhibits.
 
 
 
 
 
(d) Exhibits
 
 
 
 
 
 
 
 
 
Exhibit No.
 
Description
 
 
 
 
 
 
The Meet Group, Inc. press release, dated May 6, 2020.
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
THE MEET GROUP, INC.
 
 
 
 
 
 
 
 
Date:
May 8, 2020
By:
/s/Geoffrey Cook
 
 
 
Geoffrey Cook
 
 
 
Chief Executive Officer


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Section 2: EX-99.1 (EARNINGS RELEASE)

Exhibit
Exhibit 99.1



The Meet Group Reports First Quarter 2020 Financial Results

NEW HOPE, Pa., May 6, 2020 – The Meet Group, Inc. (NASDAQ: MEET), a leading provider of interactive livestreaming solutions, today reported financial results for its first quarter ended March 31, 2020.

First Quarter 2020 Highlights
Total revenue of $55.1 million, up 11% from the first quarter of 2019.
GAAP net loss of $2.4 million, or $0.03 per diluted share, compared with GAAP net income of $1.3 million, or $0.02 per diluted share in the first quarter of 2019.
Adjusted EBITDA of $7.9 million, compared with $8.1 million in the first quarter of 2019.
Non-GAAP net income of $6.7 million, or $0.09 per diluted share, compared with $7.0 million, or $0.09 per diluted share, in the first quarter of 2019.
Transaction with ProSiebenSat.1’s and General Atlantic’s joint company NuCom Group expected to close in the second half of 2020.

(See the important discussion about the presentation of non-GAAP financial measures, and reconciliation to the most direct comparable GAAP financial measures, below.)

“The need to connect has never been greater and live video is helping to meet that need,” said Geoff Cook, Chief Executive Officer of The Meet Group. “We are seeing the impacts of COVID-19 across our business as video revenue and minutes increased to new highs, while advertising revenue declined from the year ago period due to the growing effect of the coronavirus on ad spend. Total daily active users were largely unchanged sequentially. Adjusted EBITDA for the quarter reflects the impact of higher flow-through advertising dollars being replaced by video revenue growth.

“We are pleased with our performance in the first quarter and we continue to progress toward closing the transaction with ProSiebenSat.1 and General Atlantic in the second half of 2020.”

First Quarter Financial Results

For the first quarter of 2020, the Company reported revenue of $55.1 million, an increase of $5.6 million, or 11%, from $49.5 million in the first quarter of 2019. GAAP net loss for the first quarter of 2020 was $2.4 million, or $0.03 per diluted share, compared with GAAP net income of $1.3 million or $0.02 per diluted share in the first quarter of 2019. Adjusted EBITDA for the first quarter of 2020 was $7.9 million, compared with $8.1 million in the first quarter of 2019. Non-GAAP net income for the first quarter of 2020 was $6.7 million, or $0.09 per diluted share, compared with $7.0 million, or $0.09 per diluted share, in the first quarter of 2019.

The Company ended the year with $32.1 million in cash and cash equivalents.

Outlook and Conference Call

Due to the pending acquisition by ProSiebenSat.1’s and General Atlantic’s joint company NuCom Group, the Company does not plan to host an earnings conference call or provide forward-looking guidance.


Exhibit 99.1

THE MEET GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share data)
 
(Unaudited)
 
 
 
March 31, 2020
 
December 31, 2019
Assets:
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
32,110

 
$
27,241

Accounts receivable, net
23,966

 
25,234

Prepaid expenses and other current assets
5,820

 
6,062

Total current assets
61,896

 
58,537

Deferred tax assets
16,211

 
16,233

Property and equipment, net
3,047

 
3,625

Operating lease right-of-use assets
7,138

 
7,034

Intangible assets, net
26,945

 
29,305

Goodwill
155,693

 
156,687

Other assets
850

 
1,300

Total assets
$
271,780

 
$
272,721

Liabilities and stockholders' equity:
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
7,518

 
$
5,346

Accrued liabilities
18,915

 
20,090

Current portion of long-term debt
3,500

 
3,500

Current portion of operating lease liabilities
2,527

 
2,081

Current portion of finance lease obligations
9

 
10

Deferred revenue
3,563

 
3,884

Total current liabilities
36,032

 
34,911

Long-term debt, net
29,523

 
30,375

Long-term operating lease liabilities
4,723

 
5,024

Long-term finance lease obligations
48

 
53

Long-term derivative liabilities
477

 
1,451

Deferred tax liabilities
2,888

 
2,773

Other liabilities

 
894

Total liabilities
73,691

 
75,481

Commitments and contingencies


 


Stockholders' equity:
 
 
 
Preferred stock, $0.001 par value; authorized - 5,000,000 shares; no shares issued and outstanding as of March 31, 2020 and December 31, 2019

 

Series A junior participating preferred stock, $0.001 par value; authorized - 200,000 shares; no shares issued and outstanding as of March 31, 2020 and December 31, 2019

 

Common stock, $0.001 par value; authorized - 100,000,000 shares; 71,185,492 and 70,756,013 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively
71

 
71

Additional paid-in capital
434,622

 
430,959

Accumulated deficit
(234,073
)
 
(231,441
)
Accumulated other comprehensive loss
(2,531
)
 
(2,349
)
Total stockholders equity
198,089

 
197,240

Total liabilities and stockholders equity
$
271,780

 
$
272,721




Exhibit 99.1

THE MEET GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except share and per share data)
 
Three Months Ended March 31,
 
2020
 
2019
Revenue
$
55,066

 
$
49,513

Operating costs and expenses:
 
 
 
Sales and marketing
7,714

 
7,841

Product development and content
37,671

 
31,123

General and administrative
5,030

 
4,928

Depreciation and amortization
2,820

 
3,198

Acquisition, restructuring and other
3,370

 
479

Total operating costs and expenses
56,605

 
47,569

(Loss) income from operations
(1,539
)
 
1,944

Other income (expense):
 
 
 
Interest income
13

 
32

Interest expense
(396
)
 
(403
)
Loss on foreign currency transactions
(7
)
 
(65
)
Loss on disposal of assets
(108
)
 

Other items of income, net
2

 
4

Total other expense
(496
)
 
(432
)
(Loss) income before income tax expense
(2,035
)
 
1,512

Income tax expense
(373
)
 
(254
)
Net (loss) income
$
(2,408
)
 
$
1,258

 
 
 
 
Basic and diluted net (loss) income per share:
 
 
 
Basic net (loss) income per share
$
(0.03
)
 
$
0.02

Diluted net (loss) income per share
$
(0.03
)
 
$
0.02

 
 
 
 
Weighted-average shares outstanding:
 
 
 
Basic
71,001,906

 
74,848,080

Diluted
71,001,906

 
78,799,248




Exhibit 99.1

THE MEET GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
 
Three Months Ended March 31,
 
2020
 
2019
Cash flows from operating activities:
 
 
 
Net (loss) income
$
(2,408
)
 
$
1,258

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
2,820

 
3,198

Amortization of right-of-use assets
635

 
695

Stock-based compensation expense
3,185

 
2,425

Deferred tax expense (benefit)
9

 
(147
)
Loss on disposal of assets
108

 

Loss on foreign currency transactions
7

 
65

Provision for expected credit losses
82

 
325

Non-cash interest expense
120

 
38

Changes in derivative financial instruments
171

 

Changes in contingent consideration obligations
23

 
16

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
944

 
1,187

Prepaid expenses, other current assets and other assets
768

 
(774
)
Accounts payable and accrued liabilities
(638
)
 
(5,009
)
Deferred revenue
(275
)
 
85

Net cash provided by operating activities
5,551

 
3,362

Cash flows from investing activities:
 
 
 
Purchases of property and equipment
(87
)
 
(283
)
Acquisition of business, net of cash acquired

 
(11,808
)
Net cash used in investing activities
(87
)
 
(12,091
)
Cash flows from financing activities:
 
 
 
Proceeds from exercise of stock options
564

 
681

Repurchases of common stock
(65
)
 

Payments of finance leases
(5
)
 
(41
)
Proceeds from revolving loan

 
7,000

Payments for restricted stock awards withheld for taxes
(86
)
 
(89
)
Payments of term loan
(875
)
 
(7,317
)
Net cash (used in) provided by financing activities
(467
)
 
234

Change in cash and cash equivalents prior to effect of foreign currency exchange rate
4,997

 
(8,495
)
Effect of foreign currency exchange rate
(128
)
 
(60
)
Net increase (decrease) in cash and cash equivalents
4,869

 
(8,555
)
Cash and cash equivalents as of beginning of period
27,241

 
28,366

Cash and cash equivalents as of end of period
$
32,110

 
$
19,811

Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest
$
123

 
$
361

Cash paid for income taxes
$
973

 
$
297



Exhibit 99.1

THE MEET GROUP, INC. AND SUBSIDIARIES
DISAGGREGATION OF REVENUE
(UNAUDITED)
(in thousands)
 
Three Months Ended March 31,
 
2020
 
2019
 
$
 
%
 
$
 
%
User pay revenue:
 
 

 
 
 

Video
$
28,633

 
52.0
%
 
$
20,229

 
40.9
%
Subscription and other in-app products
14,395

 
26.1
%
 
15,596

 
31.5
%
Total user pay revenue
43,028

 
78.1
%
 
35,825

 
72.4
%
Advertising revenue
12,038

 
21.9
%
 
13,688

 
27.6
%
Total revenue
$
55,066

 
100.0
%
 
$
49,513

 
100.0
%




Exhibit 99.1

THE MEET GROUP, INC. AND SUBSIDIARIES
RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EBITDA
(UNAUDITED)
(in thousands)
 
Three Months Ended March 31,
 
2020
 
2019
Net (loss) income
$
(2,408
)
 
$
1,258

Interest expense
396

 
403

Income tax expense
373

 
254

Depreciation and amortization expense
2,820

 
3,198

Stock-based compensation expense
3,185

 
2,425

Acquisition, restructuring and other
3,370

 
479

Loss on disposal of assets
108

 

Loss on foreign currency transactions
7

 
65

Adjusted EBITDA
$
7,851

 
$
8,082




Exhibit 99.1

THE MEET GROUP, INC. AND SUBSIDIARIES
RECONCILIATION OF NET (LOSS) INCOME TO NON-GAAP NET INCOME
(UNAUDITED)
(in thousands, except share and per share data)
 
Three Months Ended March 31,
 
2020
 
2019
Net (loss) income
$
(2,408
)
 
$
1,258

Stock-based compensation expense
3,185

 
2,425

Amortization of intangibles
2,177

 
2,562

Income tax expense
373

 
254

Acquisition, restructuring and other
3,370

 
479

Non-GAAP Net Income
$
6,697

 
$
6,978

 
 
 
 
GAAP basic net (loss) income per share
$
(0.03
)
 
$
0.02

GAAP diluted net (loss) income per share
$
(0.03
)
 
$
0.02

Basic Non-GAAP Net Income per share
$
0.09

 
$
0.09

Diluted Non-GAAP Net Income per share
$
0.09

 
$
0.09

 
 
 
 
Weighted-average shares outstanding:
 
 
 
Basic
71,001,906

 
74,848,080

Diluted
75,921,590

 
78,799,248





Exhibit 99.1

THE MEET GROUP, INC. AND SUBSIDIARIES
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
(UNAUDITED)
(in thousands)
 
Three Months Ended March 31,
 
2020
 
2019
Net cash provided by operating activities
$
5,551

 
$
3,362

Purchases of property and equipment
(87
)
 
(283
)
Free Cash Flow
$
5,464

 
$
3,079




Exhibit 99.1

About The Meet Group

The Meet Group (NASDAQ: MEET) is a leading provider of interactive dating solutions designed to meet the universal need for human connection. Our ecosystem of dating apps enables users around the world to interact through one-to-many livestreaming broadcasts and text-based conversations. Our top apps, MeetMe©, LOVOO©, Skout©, Tagged© and Growlr©, deliver live interactions and meaningful connections to millions of users daily. Headquartered in New Hope, PA, we have offices in Philadelphia, San Francisco, Dresden and Berlin. The Meet Group is committed to safety. You can find a description of current safety practices here: https://www.themeetgroup.com/safety-practices/. For more information, visit themeetgroup.com, and follow us on FacebookTwitter or LinkedIn.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including whether video revenue and minutes will continue to increase, and whether we will close our transaction with ProSiebenSat.1 and General Atlantic as anticipated. All statements other than statements of historical facts contained herein are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “project,” “outlook,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include the risk that our applications will not function easily or otherwise as anticipated, the risk that we will not launch additional features and upgrades as anticipated, the risk that unanticipated events affect the functionality of our applications with popular mobile operating systems, any changes in such operating systems that degrade our mobile applications’ functionality and other unexpected issues which could adversely affect usage on mobile devices. Further information on our risk factors is contained in our filings with the Securities and Exchange Commission (“SEC”), including the Form 10-K for the year ended December 31, 2019 filed with the SEC on March 12, 2020. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.


Exhibit 99.1

Regulation G – Non-GAAP Measures

The Company defines mobile traffic and engagement metrics (including MAU, DAU, chats per day, and new users per day) to include mobile app traffic for all properties and mobile web traffic for MeetMe, Skout and LOVOO. The Company defines a Video Daily Active User (vDAU) as a registered user of one of our platforms who has logged in and visited the Live feature, either as a broadcaster or viewer, on the day of measurement. The Company defines Average Daily Video Revenue per Daily Active User (vARPDAU) as the average daily video revenue per vDAU. The Company uses these user metrics for financial and operational decision-making and as a means to evaluate period-to-period comparisons. The Company presents user metrics because it believes them to be an important supplemental measure of performance that is commonly used by securities analysts, investors and other interested parties in the evaluation of companies in its industry and because it believes that these metrics provide useful information to investors regarding the Company’s financial condition and results of operations. There is no directly comparable U.S. generally accepted accounting principles (GAAP) measure to vARPDAU provided in the Company’s financial statements and therefore no reconciliation is provided.

The Company uses Adjusted EBITDA, Non-GAAP Net Income and Free Cash Flow, which are not calculated and presented in accordance with GAAP, in evaluating its financial and operational decision making and as a means to evaluate period-to period comparison. The Company uses these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. The Company presents these non-GAAP financial measures because it believes them to be an important supplemental measure of performance that is commonly used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We refer you to the reconciliations above for these historical non-GAAP financial measures to their directly comparable GAAP financial measures.

The Company defines Adjusted EBITDA as net income (or loss) before interest expense, benefit from or provision for income taxes, depreciation and amortization expense, stock-based compensation expense, non-recurring acquisition, restructuring or other expenses, gain or loss on foreign currency transactions, gain or loss on sale or disposal of assets, bad debt expense outside the normal range, and goodwill and long-lived asset impairment charges. The Company excludes stock-based compensation expense because it is non-cash in nature. The Company defines Non-GAAP Net Income as net income (or loss) before benefit from or provision for income taxes, amortization on intangibles, non-recurring acquisition, restructuring and other expenses, goodwill and long-lived asset impairment charges and non-cash stock-based compensation expense. The Company defines Free Cash Flow as net cash provided by or used in its operating activities, minus purchases of property and equipment, as shown in the consolidated statements of cash flows.

Non-GAAP financial measures should not be considered as an alternative to net income, operating income, cash flow from operating activities, as a measure of liquidity or any other financial measure. They may not be indicative of the historical operating results of the Company nor is it intended to be predictive of potential future results. Investors should not consider non-GAAP financial measures in isolation or as a substitute for performance measures calculated in accordance with GAAP.




# # #


Exhibit 99.1


Investor Contact:
Leslie Arena
[email protected]
267 714 6418
 
Media Contact:
Brandyn Bissinger
[email protected]
267 446 7010



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