8-K

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 6, 2020

Commission file number: 001-33105

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. ☐

Item 2.02    Results of Operations and Financial Condition.

On August 6, 2020, The Meet Group, Inc. (“Company”) issued a press release announcing, among other things, its financial results for the quarter ended June 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”) and incorporated herein by reference.

Item 7.01    Regulation FD Disclosure.

As discussed in Item 2.02 above, the Company issued a press release, dated August 6, 2020, announcing, among other things, its financial results for the quarter ended June 30, 2020, 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 6, 2020, the Company is making 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 (“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 9.01		Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.	Description
99.1	The Meet Group, Inc. press release, dated August 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:	August 6, 2020	By:	/s/Geoffrey Cook
			Geoffrey Cook
			Chief Executive Officer

EX-99.1

Exhibit 99.1

The Meet Group Reports Second Quarter2020 Financial Results

NEW HOPE, Pa., August 6, 2020– The Meet Group, Inc. (NASDAQ: MEET), a leading provider of interactive dating solutions, today reported financial results for its second quarter ended June 30, 2020.

Second Quarter2020 Highlights

• Total revenue of $90.3 million, up 74% from the second quarter of 2019.

• GAAP net income of $10.4 million, or $0.14 per diluted share, compared with GAAP net income of $2.2 million, or $0.03 per diluted share in the second quarter of 2019.

• Adjusted EBITDA of $20.8 million, compared with $9.8 million in the second quarter of 2019.

• Non-GAAP net income of $19.7 million, or $0.26 per diluted share, compared with $8.8 million, or $0.11 per diluted share, in the second 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.)

“We continue to expect to close our acquisition by ProSiebenSat.1 and General Atlantic by the end of this year,” said Geoff Cook, Chief Executive Officer of The Meet Group. “We have received antitrust clearance in the United States, Germany and Austria, and our stockholders have approved the transaction.”

Second Quarter Financial Results

For the second quarter of 2020, the Company reported revenue of $90.3 million, an increase of $38.3 million, or 74%, from $52.0 million in the second quarter of 2019. GAAP net income for the second quarter of 2020 was $10.4 million, or $0.14 per diluted share, compared with GAAP net income of $2.2 million, or $0.03 per diluted share, in the second quarter of 2019. Adjusted EBITDA for the second quarter of 2020 was $20.8 million, compared with $9.8 million in the second quarter of 2019. Non-GAAP net income for the second quarter of 2020 was $19.7 million, or $0.26 per diluted share, compared with $8.8 million, or $0.11 per diluted share, in the second quarter of 2019.

The Company ended the quarter with $47.6 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)
	June 30, 2020			December 31, 2019
Assets:
Current assets:
Cash and cash equivalents	$	47,644		$	27,241
Accounts receivable, net	33,230			25,234
Prepaid expenses and other current assets	6,464			6,062
Total current assets	87,338			58,537
Deferred tax assets	13,616			16,233
Property and equipment, net	2,701			3,625
Operating lease right-of-use assets	6,550			7,034
Intangible assets, net	24,947			29,305
Goodwill	156,749			156,687
Other assets	700			1,300
Total assets	$	292,601		$	272,721
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable	$	8,610		$	5,346
Accrued liabilities	24,806			20,090
Current portion of long-term debt	3,500			3,500
Current portion of operating lease liabilities	2,464			2,081
Current portion of finance lease obligations	9			10
Deferred revenue	3,720			3,884
Total current liabilities	43,109			34,911
Long-term debt, net	28,672			30,375
Long-term operating lease liabilities	4,204			5,024
Long-term finance lease obligations	46			53
Long-term derivative liabilities	913			1,451
Deferred tax liabilities	2,616			2,773
Other liabilities	—			894
Total liabilities	79,560			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 June 30, 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 June 30, 2020 and December 31, 2019	—			—
Common stock, $0.001 par value; authorized - 100,000,000 shares; 72,792,571 and 70,756,013 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	73			71
Additional paid-in capital	438,345			430,959
Accumulated deficit	(223,694		)	(231,441		)
Accumulated other comprehensive loss	(1,683		)	(2,349		)
Total stockholders’ equity	213,041			197,240
Total liabilities and stockholders’ equity	$	292,601		$	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 June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Revenue	$	90,332		$	52,000		$	145,398		$	101,513
Operating costs and expenses:
Sales and marketing	8,089			9,060			15,803			16,900
Product development and content	57,627			30,151			95,298			61,273
General and administrative	6,663			5,892			11,693			10,820
Depreciation and amortization	2,689			3,430			5,509			6,628
Acquisition, restructuring and other	1,335			25			4,705			504
Total operating costs and expenses	76,403			48,558			133,008			96,125
Income from operations	13,929			3,442			12,390			5,388
Other income (expense):
Interest income	7			28			20			60
Interest expense	(554		)	(328		)	(950		)	(731		)
Gain (loss) on foreign currency transactions	3			(2		)	(4		)	(68		)
Loss on disposal of assets	—			—			(108		)	—
Other items of (expense) income, net	—			(1		)	2			3
Total other expense	(544		)	(303		)	(1,040		)	(736		)
Income before income tax expense	13,385			3,139			11,350			4,652
Income tax expense	(3,006		)	(935		)	(3,379		)	(1,190		)
Net income	$	10,379		$	2,204		$	7,971		$	3,462
Basic and diluted net income per share:
Basic net income per share	$	0.14		$	0.03		$	0.11		$	0.05
Diluted net income per share	$	0.14		$	0.03		$	0.10		$	0.04
Weighted-average shares outstanding:
Basic	72,030,143			75,648,621			71,516,532			75,250,562
Diluted	76,225,180			78,508,559			76,073,893			78,656,115

Exhibit 99.1

THE MEET GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Six Months Ended June 30,
	2020			2019
Cash flows from operating activities:
Net income	$	7,971		$	3,462
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,509			6,628
Amortization of right-of-use assets	1,284			1,294
Stock-based compensation expense	6,035			5,290
Deferred tax expense	2,317			268
Loss on disposal of assets	108			—
Loss on foreign currency transactions	4			68
Provision for expected credit losses	989			909
Non-cash interest expense	452			94
Changes in derivatives	246			—
Changes in contingent consideration obligations	45			64
Changes in operating assets and liabilities:
Accounts receivable	(9,137		)	2,414
Prepaid expenses, other current assets and other assets	47			(484		)
Accounts payable and accrued liabilities	5,399			(6,021		)
Deferred revenue	(164		)	(19		)
Net cash provided by operating activities	21,105			13,967
Cash flows from investing activities:
Purchases of property and equipment	(233		)	(688		)
Acquisition of business, net of cash acquired	—			(11,808		)
Net cash used in investing activities	(233		)	(12,496		)
Cash flows from financing activities:
Proceeds from exercise of stock options	1,987			703
Repurchases of common stock	(65		)	—
Payments of finance leases	(7		)	(78		)
Proceeds from revolving loan	—			7,000
Payments for restricted stock awards withheld for taxes	(636		)	(371		)
Payments of term loan	(1,750		)	(11,067		)
Net cash used in financing activities	(471		)	(3,813		)
Change in cash and cash equivalents prior to effect of foreign currency exchange rate	20,401			(2,342		)
Effect of foreign currency exchange rate	2			29
Net increase (decrease) in cash and cash equivalents	20,403			(2,313		)
Cash and cash equivalents as of beginning of period	27,241			28,366
Cash and cash equivalents as of end of period	$	47,644		$	26,053
Supplemental disclosure of cash flow information:
Cash paid for interest	$	245		$	630
Cash paid for income taxes	$	1,375		$	1,320

Exhibit 99.1

THE MEET GROUP, INC. AND SUBSIDIARIES

DISAGGREGATION OF REVENUE

(UNAUDITED)

(in thousands)

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	$		%		$		%		$		%		$		%
User pay revenue:
Video	$	61,350	67.9	%	$	21,279	40.9	%	$	89,983	61.9	%	$	41,508	40.9	%
Subscription and other in-app products	20,031		22.2	%	15,642		30.1	%	34,426		23.7	%	31,238		30.8	%
Total user pay revenue	81,381		90.1	%	36,921		71.0	%	124,409		85.6	%	72,746		71.7	%
Advertising revenue	8,951		9.9	%	15,079		29.0	%	20,989		14.4	%	28,767		28.3	%
Total revenue	$	90,332	100.0	%	$	52,000	100.0	%	$	145,398	100.0	%	$	101,513	100.0	%

Exhibit 99.1

THE MEET GROUP, INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

(UNAUDITED)

(in thousands)

	Three Months Ended June 30,					Six Months Ended June 30,
	2020			2019		2020		2019
Net income	$	10,379		$	2,204	$	7,971	$	3,462
Interest expense	554			328		950		731
Income tax expense	3,006			935		3,379		1,190
Depreciation and amortization expense	2,689			3,430		5,509		6,628
Stock-based compensation expense	2,850			2,865		6,035		5,290
Acquisition, restructuring and other	1,335			25		4,705		504
Loss on disposal of assets	—			—		108		—
(Gain) loss on foreign currency transactions	(3		)	2		4		68
Adjusted EBITDA	$	20,810		$	9,789	$	28,661	$	17,873

Exhibit 99.1

THE MEET GROUP, INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO NON-GAAP NET INCOME

(UNAUDITED)

(in thousands, except share and per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Net income	$	10,379	$	2,204	$	7,971	$	3,462
Stock-based compensation expense	2,850		2,865		6,035		5,290
Amortization of intangibles	2,176		2,778		4,353		5,340
Income tax expense	3,006		935		3,379		1,190
Acquisition, restructuring and other	1,335		25		4,705		504
Non-GAAP Net Income	$	19,746	$	8,807	$	26,443	$	15,786
GAAP basic net income per share	$	0.14	$	0.03	$	0.11	$	0.05
GAAP diluted net income per share	$	0.14	$	0.03	$	0.10	$	0.04
Basic Non-GAAP Net Income per share	$	0.27	$	0.12	$	0.37	$	0.21
Diluted Non-GAAP Net Income per share	$	0.26	$	0.11	$	0.35	$	0.20
Weighted-average shares outstanding:
Basic	72,030,143		75,648,621		71,516,532		75,250,562
Diluted	76,225,180		78,508,559		76,073,893		78,656,115

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 June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Net cash provided by operating activities	$	15,554		$	10,605		$	21,105		$	13,967
Purchases of property and equipment	(146		)	(405		)	(233		)	(688		)
Free Cash Flow	$	15,408		$	10,200		$	20,872		$	13,279

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 Facebook, Twitter 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 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 and the Form 10-Q for the quarter ended March 31, 2020 filed with the SEC on May 6, 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 Video 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 and other expenses, gain or loss on foreign currency transactions, gain or loss on sale or disposal of assets, provision for expected credit losses 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

larena@themeetgroup.com

267 714 6418

Media Contact:

Brandyn Bissinger

bbissinger@themeetgroup.com

267 446 7010

XML

Cover Page Cover Page	Aug. 06, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 06, 2020
Entity File Number	001-33105
Entity Registrant Name	Meet Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-0879433
Entity Address, Address Line One	100 Union Square Drive
Entity Address, City or Town	New Hope
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18938
City Area Code	215
Local Phone Number	862-1162
Title of 12(b) Security	Common Stock
Trading Symbol	MEET
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001078099
Amendment Flag	false