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): August 1, 2016
MeetMe, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
001-33105 |
86-0879433 | ||
|
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
100 Union Square Drive New Hope, Pennsylvania |
18938 | |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (215) 862-1162
|
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))
Item 2.02. Results of Operations and Financial Condition
On August 1, 2016, MeetMe, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2016. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).
Item 5.08. Shareholder Director Nominations
The Company plans to hold its 2016 Annual Meeting of Stockholders on December 16, 2016 (the “Annual Meeting”). This date is more than 30 days after the anniversary of the Company’s 2015 Annual Meeting of Stockholders. As a result, in accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”) and the applicable rules and regulations of the Securities and Exchange Commission, written notice from a stockholder nominating a director candidate for election at the Annual Meeting, including any notice on Schedule 14N, must be received by no later than September 17, 2016 at the Company’s principal executive office, 100 Union Square Drive, New Hope, Pennsylvania 18938 (the “Executive Offices”). Any such written notice must be directed to the attention of the Company’s Secretary and comply with the applicable advance notice provisions of the Bylaws.
Item 7.01. Regulation FD Disclosure
As discussed in Item 2.02 above, the Company issued a press release, dated August 1, 2016, announcing its financial results for the quarter ended June 30, 2016, the text of which is incorporated by reference into this “Item 7.01. Regulation FD Disclosure.” In addition, as discussed in the press release dated August 1, 2016, the Company is making the presentation materials available on its website.
The information in Item 2.02 and Item 7.01 of this Current Report is being furnished and shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein. This information shall not be deemed an admission as to the materiality of such information that is required to be disclosed solely by Regulation FD.
Item 8.01. Other Events
In accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Exchange Act, the deadline for receipt of shareholder proposals for inclusion in the Company’s proxy statement for the Annual Meeting pursuant to Rule 14a-8 has been set at September 17, 2016. In order for a proposal under Rule 14a-8 to be considered timely, it must be received by the Company at the Executive Offices by September 17, 2016 and be directed to the attention of the Corporate Secretary.
Also, pursuant to the terms and conditions of the Company’s Bylaws, in order for a shareholder proposal made outside of Rule 14a-8 to be considered timely, the proposal must be received by the Company at the Executive Offices by September 17, 2016, which, in accordance with the Company’s Bylaws, is ninety days prior to the date of the Annual Meeting. Such proposals should also be directed to the attention of the Corporate Secretary.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
99.1 |
MeetMe, Inc. press release, dated August 1, 2016. |
SIGNATURES
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.
| MEETME, INC. | |
|
Date: August 1, 2016 |
By: /s/ David Clark |
|
Name: David Clark Title: Chief Financial Officer |
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
99.1 |
MeetMe, Inc. press release, August 1, 2016. |
Exhibit 99.1
For Immediate Release
|
Investor Contact:
MKR Group Inc. Todd Kehrli or Jim Byers (323) 468-2300 meet@mkr-group.com |
|
MeetMe Reports Record Second Quarter Financial Results
Total Revenue Increased 48% Year Over Year
Mobile Revenue Increased 82% Year Over Year
Adjusted EBITDA Increased 109% Year Over Year
Non-GAAP Net Income Increased 103% Year Over Year
NEW HOPE, Pa., August 1, 2016 – MeetMe, Inc. (NASDAQ: MEET), a public market leader for social discovery, today reported financial results for its second quarter ended June 30, 2016.
Second Quarter 2016 Financial Highlights
|
● |
Total revenue increased 48% year over year to $16.4 million. |
|
● |
Mobile revenue increased 82% year over year to $15.1 million. |
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● |
Adjusted EBITDA increased 109% year over year to $6.0 million. (See the important discussion about the presentation of non-GAAP financial measures, and reconciliation to the most direct comparable GAAP financial measure, below.) |
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● |
Adjusted EBITDA margin increased to 37%, up from 26% in the second quarter of 2015. |
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● |
GAAP net income was $29.6 million, or $0.55 per diluted share. GAAP net income included a one-time deferred tax benefit of $27.3 million. Excluding the deferred tax benefit, GAAP net income was $2.3 million, up 94% from the second quarter 2015. |
|
● |
Non-GAAP net income increased 103% year over year to $4.9 million, or $0.09 per diluted share. |
|
● |
Cash and Cash Equivalents totaled $32.1 million at June 30, 2016, an increase of 22% or $5.7 million from $26.4 million at March 31, 2016. |
Geoff Cook, Chief Executive Officer of MeetMe, stated, “Our record quarterly results reflect continued growth in our mobile user engagement. Our mobile traffic is at an all-time high, with mobile daily active users for the quarter increasing 15% year over year to 1.22 million and mobile monthly active users increasing 32% year over year to 4.84 million. During the quarter, we launched Discuss, our interest-based group conversation platform, which we believe is helping drive increased user engagement. In fact, last week we achieved a new mobile DAU record surpassing 1.37 million daily active users for the first time and reached a new record of 32.2 million chats in a single day.
“We continue to expect our recently announced acquisition of Skout to close in October of this year and for the combination to provide greater scale for monetization and increased profitability for the combined company. We are thrilled to bring two of the largest mobile apps for meeting and chatting with new people into the same portfolio.”
David Clark, Chief Financial Officer of MeetMe, added, “Mobile revenue for the quarter increased 82% year over year and represented 92% of our total revenue, up from 75% in 2015. We believe our increasing mobile revenue was driven by continued strength in the mobile advertising industry, which resulted in higher advertising rates on mobile devices. Much of the increased revenue flowed through to adjusted EBITDA, which increased 109% to $6.0 million for the quarter, resulting in a 37% adjusted EBITDA margin.”
Webcast and Conference Call Details
Management will host a webcast and conference call to discuss second quarter 2016 financial results today, August 1, 2016 at 8:30 a.m. Eastern time. To access the call dial 888-364-3108 (+1 719-457-2628 outside the United States) and when prompted provide the participant passcode 4406220 to the operator. In addition, a webcast of the conference call will be available live on the Investor Relations section of the Company’s website at www.meetmecorp.com and a replay of the webcast will be available for 90 days.
About MeetMe, Inc.
MeetMe® is a leading social network for meeting new people in the US and a public market leader for social discovery (NASDAQ: MEET). MeetMe makes it easy to discover new people to chat with on mobile devices. With approximately 90 percent of traffic coming from mobile and more than one million total daily active users, MeetMe is fast becoming the social gathering place for the mobile generation. MeetMe is a leader in mobile monetization with a diverse revenue model comprising advertising, native advertising, virtual currency, and subscription. MeetMe apps are available on iPhone, iPad, and Android in multiple languages, including English, Spanish, Portuguese, French, Italian, German, Chinese (Traditional and Simplified), Russian, Japanese, Dutch, Turkish and Korean. For more information, please visit meetmecorp.com.
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 our total revenue and mobile revenue will continue to grow, whether our adjusted EBITDA will continue to grow, whether our net income will continue to grow, whether our mobile revenue will continue to constitute an increasing percentage of our total revenue, whether our revenue, adjusted EBITDA and net income will reflect the increasing value that our audience provides to mobile advertisers and the continued growth in mobile engagement by our users, whether our mobile user engagement will continue to grow, whether our mobile traffic will continue at all-time high levels, whether our mobile daily active users will continue to increase, whether our mobile monthly active users will continue to increase, whether Discuss will continue to drive user engagement, whether chats will continue to increase, whether and when the Skout acquisition will close, if the Skout acquisition closes, whether the combined company will provide greater scale for monetization and increased profitability, whether our increasing revenue was driven by our growing mobile engagement as well as the continued strength in the mobile advertising industry, whether our mobile engagement will continue to grow, and whether our growing mobile engagement and continued strength in the advertising industry will drive our revenue. 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,” “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, 2015 . 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.
Regulation G – Non-GAAP Financial Measures
The Company uses financial measures which are not calculated and presented in accordance with U.S. generally accepted accounting principles (“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 below.
The Company defines Adjusted EBITDA as earnings (or loss) from continuing operations before interest expense, change in warrant liability, benefit or provision for income taxes, depreciation and amortization, and non-cash stock-based compensation, non-recurring acquisition and restructuring expenses, gain or loss on cumulative foreign currency translation adjustment, gain on sale of asset, bad debt expense outside the normal range, and the goodwill impairment charges. The Company excludes stock-based compensation because it is non-cash in nature. The Company defines Non-GAAP Net Income as earnings (or loss) from continuing operations before benefit or provision for income taxes, amortization on intangibles, non-recurring acquisition and restructuring costs, and non-cash stock-based compensation.
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.
# # #
MEETME, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
June 30, 2016 |
December 31, 2015 |
|||||||
|
ASSETS |
||||||||
|
CURRENT ASSETS: |
||||||||
|
Cash and cash equivalents |
$ | 32,069,035 | $ | 19,298,038 | ||||
|
Accounts receivable, net of allowance of $129,000 and $133,000, at June 30, 2016 and December 31, 2015, respectively |
13,415,203 | 16,509,291 | ||||||
|
Other Receivables |
2,303,258 | - | ||||||
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Prepaid expenses and other current assets |
992,920 | 970,239 | ||||||
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Total current assets |
48,780,416 | 36,777,568 | ||||||
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Goodwill |
70,646,036 | 70,646,036 | ||||||
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Property and equipment, net |
2,360,535 | 2,610,307 | ||||||
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Intangible assets, net |
527,332 | 1,278,498 | ||||||
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Deferred taxes |
27,269,800 | - | ||||||
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Other assets |
143,232 | 178,264 | ||||||
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TOTAL ASSETS |
$ | 149,727,351 | $ | 111,490,673 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||
|
CURRENT LIABILITIES: |
||||||||
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Accounts payable |
$ | 3,029,754 | $ | 2,776,710 | ||||
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Accrued liabilities |
5,010,940 | 4,127,634 | ||||||
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Current portion of capital lease obligations |
291,131 | 366,114 | ||||||
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Deferred revenue |
311,410 | 293,414 | ||||||
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Total current liabilities |
8,643,235 | 7,563,872 | ||||||
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Long-term capital lease obligation, less current portion, net |
81,761 | 221,302 | ||||||
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Other liabilities |
1,580,751 | 1,035,137 | ||||||
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TOTAL LIABILITIES |
$ | 10,305,747 | $ | 8,820,311 | ||||
|
STOCKHOLDERS' EQUITY: |
||||||||
|
Preferred stock, $.001 par value; authorized - 5,000,000 shares; Convertible Preferred Stock Series A-1, $.001 par value; authorized - 1,000,000 shares; 0 shares issued and outstanding at June 30, 2016 and December 31, 2015 |
- | - | ||||||
|
Common stock, $.001 par value; authorized - 100,000,000 Shares; 50,171,294 and 47,179,486 issued and outstanding at June 30, 2016 and December 31, 2015 |
50,175 | 47,183 | ||||||
|
Additional paid-in capital |
305,500,755 | 300,725,791 | ||||||
|
Accumulated deficit |
(166,129,326 | ) | (198,102,612 | ) | ||||
|
TOTAL STOCKHOLDERS' EQUITY |
139,421,604 | 102,670,362 | ||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ | 149,727,351 | $ | 111,490,673 | ||||
MEETME, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
|
2016 |
2015 |
2016 |
2015 |
|||||||||||||
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Revenues |
$ | 16,388,991 | $ | 11,086,878 | $ | 29,710,662 | $ | 22,715,854 | ||||||||
|
Operating Costs and Expenses: |
||||||||||||||||
|
Sales and marketing |
3,226,344 | 1,094,068 | 5,547,767 | 2,309,388 | ||||||||||||
|
Product development and content |
6,214,062 | 6,083,455 | 11,922,162 | 12,403,259 | ||||||||||||
|
General and administrative |
1,867,590 | 1,774,991 | 4,215,758 | 3,394,895 | ||||||||||||
|
Depreciation and amortization |
753,918 | 801,260 | 1,505,182 | 1,617,175 | ||||||||||||
|
Acquisition and restructuring |
1,160,349 | - | 1,160,349 | - | ||||||||||||
|
Total Operating Costs and Expenses |
13,222,263 | 9,753,774 | 24,351,218 | 19,724,717 | ||||||||||||
|
Income from Operations |
3,166,728 | 1,333,104 | 5,359,444 | 2,991,137 | ||||||||||||
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Other Income (Expense): |
||||||||||||||||
|
Interest income |
6,447 | 5,244 | 11,562 | 10,430 | ||||||||||||
|
Interest expense |
(5,360 | ) | (122,989 | ) | (12,105 | ) | (281,855 | ) | ||||||||
|
Change in warrant liability |
(787,391 | ) | 56,408 | (545,614 | ) | (39,320 | ) | |||||||||
|
Gain (loss) on cumulative foreign currency translation adjustment |
18,201 | 11,614 | 34,553 | (783,090 | ) | |||||||||||
|
Gain on sale of asset |
- | - | - | 163,333 | ||||||||||||
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Total Other Income (Expense) |
(768,103 | ) | (49,723 | ) | (511,604 | ) | (930,502 | ) | ||||||||
|
Income before Income Taxes |
2,398,625 | 1,283,381 | 4,847,840 | 2,060,635 | ||||||||||||
|
Benefit (provision) for income taxes |
27,219,764 | (73,450 | ) | 27,125,446 | (128,650 | ) | ||||||||||
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Net Income |
$ | 29,618,389 | $ | 1,209,931 | $ | 31,973,286 | $ | 1,931,985 | ||||||||
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Basic and diluted income per common stockholders: |
||||||||||||||||
|
Basic income per common stockholders |
$ | 0.61 | $ | 0.03 | $ | 0.67 | $ | 0.04 | ||||||||
|
Diluted income per common stockholders |
$ | 0.55 | $ | 0.02 | $ | 0.59 | $ | 0.04 | ||||||||
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Weighted average number of shares outstanding: |
||||||||||||||||
|
Basic |
48,218,184 | 45,191,563 | 47,838,466 | 45,051,576 | ||||||||||||
|
Diluted |
54,061,306 | 49,022,622 | 53,863,966 | 48,625,068 | ||||||||||||
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Other comprehensive Income: |
||||||||||||||||
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Foreign currency translation adjustment |
- | - | - | - | ||||||||||||
|
Comprehensive income |
$ | 29,618,389 | $ | 1,209,931 | $ | 31,973,286 | $ | 1,931,985 | ||||||||
MEETME, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP NET INCOME ALLOCABLE TO COMMON STOCKHOLDERS TO ADJUSTED EBITDA
(UNAUDITED)
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
|
2016 |
2015 |
2016 |
2015 |
|||||||||||||
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Net income allocable to Common Stockholders |
$ | 29,618,389 | $ | 1,209,931 | $ | 31,973,286 | $ | 1,931,985 | ||||||||
|
Interest expense |
5,360 | 122,989 | 12,105 | 281,855 | ||||||||||||
|
Depreciation and amortization |
753,918 | 801,260 | 1,505,182 | 1,617,175 | ||||||||||||
|
Stock-based compensation expense |
915,572 | 733,051 | 1,643,352 | 1,348,316 | ||||||||||||
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Change in warrant liability |
787,391 | (56,408 | ) | 545,614 | 39,320 | |||||||||||
|
Benefit (provision) for income taxes |
(27,219,764 | ) | 73,450 | (27,125,446 | ) | 128,650 | ||||||||||
|
Acquisition and restructuring costs |
1,160,349 | - | 1,160,349 | - | ||||||||||||
|
(Gain) loss on cumulative effect of foreign currency translation adjustment |
(18,201 | ) | (11,614 | ) | (34,553 | ) | 783,090 | |||||||||
|
Gain on sale of asset |
- | - | - | (163,333 | ) | |||||||||||
|
Adjusted EBITDA |
$ | 6,003,014 | $ | 2,872,659 | $ | 9,679,889 | $ | 5,967,058 | ||||||||
|
GAAP basic net income per common stockholders |
$ | 0.61 | $ | 0.03 | $ | 0.67 | $ | 0.04 | ||||||||
|
GAAP diluted net income per common stockholders |
$ | 0.55 | $ | 0.02 | $ | 0.59 | $ | 0.04 | ||||||||
|
Basic adjusted EBITDA per common stockholders |
$ | 0.12 | $ | 0.06 | $ | 0.20 | $ | 0.13 | ||||||||
|
Diluted adjusted EBITDA per common stockholders |
$ | 0.11 | $ | 0.06 | $ | 0.18 | $ | 0.12 | ||||||||
|
Weighted average number of shares outstanding, Basic |
48,218,184 | 45,191,563 | 47,838,466 | 45,051,576 | ||||||||||||
|
Weighted average number of shares outstanding, Diluted |
54,061,306 | 49,022,622 | 53,863,966 | 48,625,068 | ||||||||||||
MEETME, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME
(UNAUDITED)
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
|
2016 |
2015 |
2016 |
2015 |
|||||||||||||
|
GAAP Net Income |
$ | 29,618,389 | $ | 1,209,931 | $ | 31,973,286 | $ | 1,931,985 | ||||||||
|
Stock-based compensation expense |
915,572 | 733,051 | 1,643,352 | 1,348,316 | ||||||||||||
|
Amortization of intangible assets |
381,916 | 378,750 | 760,666 | 766,666 | ||||||||||||
|
Benefit (provision) for income taxes |
(27,219,764 | ) | 73,450 | (27,125,446 | ) | 128,650 | ||||||||||
|
Acquisition and restructuring costs |
1,160,349 | - | 1,160,349 | - | ||||||||||||
|
Non-GAAP Net Income |
$ | 4,856,462 | $ | 2,395,182 | $ | 8,412,207 | $ | 4,175,617 | ||||||||
|
GAAP basic net income per common stockholders |
$ | 0.61 | $ | 0.03 | $ | 0.67 | $ | 0.04 | ||||||||
|
GAAP diluted net income per common stockholders |
$ | 0.55 | $ | 0.02 | $ | 0.59 | $ | 0.04 | ||||||||
|
Basic non-GAAP net income per common stockholders |
$ | 0.10 | $ | 0.05 | $ | 0.18 | $ | 0.09 | ||||||||
|
Diluted non-GAAP net income per common stockholders |
$ | 0.09 | $ | 0.05 | $ | 0.16 | $ | 0.09 | ||||||||
|
Weighted average number of shares outstanding, Basic |
48,218,184 | 45,191,563 | 47,838,466 | 45,051,576 | ||||||||||||
|
Weighted average number of shares outstanding, Diluted |
54,061,306 | 49,022,622 | 53,863,966 | 48,625,068 | ||||||||||||