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spk01: Welcome to the Digital Media Solutions fourth quarter and full year financial results. My name is Bruno and I'll be the operator of today. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you'd like to ask a question during this time, please press star followed by one on your telephone keypad. If you'd like to withdraw the question, press star followed by two. I'd like to pass the call over to Cliff Levy, DMS EVP, Strategy and Business Development.
spk07: Thank you for joining us to discuss financial results for DMS for the fourth quarter and full year of 2022. With me on the call are Joe Maranucci, co-founder and CEO, and Rick Roddick, our CFO. We posted our earnings announcement this morning in a press release and also on our investor relations website. By now, everyone should have access. Before we begin, I'd like to call your attention to our safe harbor provision for forward-looking statements in our financial results press release. The safe harbor provision identifies risk factors that may cause actual results to differ materially from the contents of our forward-looking statements. For a more detailed description of the risk factors that may affect our results, please refer to our financial results press release and our SEC filings. Also, during this call, management's commentary will include non-GAAP financial measures. Reconciliation between GAAP and non-GAAP financial measures for our recorded results can be found in the tables of our financial results press release, which we have posted on our investor relations website at investors.digitalmediasolution.com. The additional financial and other information to be discussed on this call can also be found on our investor relations website. Now I'd like to turn the call over to Joe Marinucci, our CEO.
spk03: Thank you, Cliff, and good morning, everyone. Welcome to our fourth quarter and full year 2022 earnings call. Our fourth quarter results are as follows. Fourth quarter net revenue was $101 million, which, while down 15% year over year, was within our guidance of $97 to $102 million. Gross margin and variable marketing margin came in at 24.8% and 30.6% respectively. Adjusted EBITDA came in at $7.1 million, or a margin of approximately 7%, also within our guidance. Our full year 2022 results were full year net revenue of $391 million, above our guidance of $385 to $390 million, gross margin of 26.4%, and variable marketing margin, or VMM, of 32.7%. We generated adjusted EBITDA of $25.7 million. Rick will add more details and dig deeper into the numbers and go over our guidance for the first and second quarters of 2023 later in the call. During 2022, and now here in 2023, we continue to focus on how the DMS business is diversified. It is our diversification that allows us to remain agile and move as needed to adapt to market trends that results in shifts in ad spend. This is true for both our brand-directed marketplace solutions, and our diversification can also be seen with the verticals we serve. Property and casualty insurance, inclusive of auto and home. health insurance, including Medicare and Affordable Care Act marketing spend, career and education, e-commerce, and finally consumer finance. These verticals encompass our enterprise customers, which we closely monitor, along with our SMBs, which include the insurance agents we serve, which further highlights the diversity of our business. For 2022, we closed with a significant enterprise customer count of 285. this is a new measurement we are introducing which represents customers spending in excess of a hundred thousand dollars annually with dms for 2022 arpu per significant enterprise customer was 1.3 million for 2022 smbs on the dms platform totaled 7 712 active insurance agents up from 7,619 agents in Q3 and 6,693 agents in 2021. The breakout by vertical of revenue for Q4 is as follows. Property and casualty insurance, 39 million in Q4 revenue, which was 38% of total revenue for the quarter. E-commerce, 23 million in Q4 revenue, which was 22% of total revenue for the quarter. Health insurance, 16 million in Q4 revenue, which was 15% of total revenue for the quarter. Career and education, 14 million in Q4 revenue, which was 13% of total revenue for the quarter. And consumer finance, 13 million in Q4 revenue, which was 12% of total revenue for the quarter. This diversity in our customer mix and verticals is part of what differentiates DMS. And I'd also like to say that continuing to invest in our technology, data, and media capabilities is how we innovate and create solutions that provide value for consumers and advertisers alike. In 2023, we plan to continue to focus on developing these data-first solutions, which are agnostic, to power growth across our customers in these different verticals. Although the macro this year is expected to be choppy, we believe that digital performance marketing, the primary DMF solution, will win as it is a pure play for ROI performance, thus de-risking customer ad spend. Again, growth will come from focusing on leveraging our robust tool set, including our proprietary data, to serve our customer base, which is diversified across those verticals we serve. To this point, earlier this quarter, we took a step to further position DMS as a diversified digital performance advertising business by acquiring the HomeQuote.io home services marketplace and ClickDealer international ad network. The acquisition demonstrates our commitment to executing our key strategic growth initiatives by investing and expanding our marketplace solutions into home services in the U.S. market while also strengthening our brand direct business through international expansions. Home services is one of the largest addressable markets, and we're excited to work with the ClickDealer and HomeQuote teams on leveraging DMS assets to capture growth in this market. In addition, DMS will now have access to diversified international media distribution and advertisers that will expand the current brand direct business that DMS operates domestically into over a dozen countries worldwide. This will allow DMS to serve international advertisers in verticals like e-commerce, cybersecurity, retail, consumer finance, and gaming. We expect the acquisition to add over $60 million in revenue over the balance of 2023 and be accretive to DMS 2023 earnings. In March, we also announced the implementation of a restructuring plan designed to create efficiency, save costs, and strategically target areas with growth potential. With the business consolidation into DMS core service offerings, the restructuring resulted in a 14% reduction of the DMS workforce, the financial benefits of which will accrue in future periods. Having completed these foundational changes, we look forward to reigniting our growth engine and focusing on executing our strategic initiatives and opportunities. We expect total annual savings from this restructuring to be between $7 and $8 million on an annual basis. Also, as previously announced, during the quarter, we closed our strategic review process, which started in August of 2021. After closing strategic review, we successfully raised a new equity financing to strengthen the company balance sheet. This financing includes participation by DMS co-founders along with strategic investors and will better position us to execute on our growth initiatives here in 2023 and beyond. To summarize for 2023, our focus is to drive growth in our business by growing the number of our existing significant enterprise customers along with average spend per customer by helping them acquire, grow, and retain their customers. continuing to add SMBs to our platform, investing in our technology, data, and media capabilities, managing costs, and finally focusing on the integration of the recently closed acquisition to further diversify our customer base and vertical served while strengthening our brand direct and marketplace solutions. Now I have the pleasure of turning the call over to Rick, who will provide more details on our financial results.
spk06: Thanks, Joe, and good morning to everyone. While Joe shared our Q4 results, I'm going to focus on our full-year results. All comparisons are on a year-over-year basis unless otherwise noted. Full-year 2022 net revenue was $391 million. While down 8.6% year-over-year, it was above guidance. Insurance accounted for approximately 61% of our total revenue in 2022, which was down 17% year-over-year. The breakdown of the insurance business was as follows. Auto contributed 67% of total insurance, while health was 24%, followed by life at 6% and home at 3%. The decline in revenue reflects the impact of lower carrier demand while this industry restabilizes. DMS continues to be a diversified digital performance advertising business. E-commerce represented 16% of our total revenue and was down 34% year-over-year. Career and education, which was approximately 14% of our total revenue in 2022, was up 13%. And consumer finance, which accounted for 12% of our total revenue, was up 26%. Gross profit was $103 million for 2022, equating to a 26.4% margin versus a 29.9% margin in 2021. The margin percentage decline was driven by continued margin compression within insurance across both auto and health. Variable marketing margin was 32.7% compared to 35.4% in 2021. Moving now to our segment results. Brand direct solutions gross margin was 21.9% compared to 24.5% in 2021. Marketplace solutions gross margin was 24.3% compared to 27% in 2021. And technology solutions gross margin was 23.8% compared to 25.4% in 2021. Looking now to operating expenses, we continue to stay focused on driving efficiency in our business through consolidation and reduction of operating expenses. During 2022, our SG&A expenses amounted to $91.8 million. We're up $3.7 million year over year. However, SG&A was down $7.3 million during the second half of 2022 versus second half of 2021 as a result of cost synergies and continued strong collections. Let's discuss profitability. Our adjusted EBITDA for the year was $25.7 million, generating a margin of 6.6% and down $25 million year-over-year, driven primarily by lower revenue and mix. Our net loss was $32 million in 2022 versus net income of $2.2 million in 2021. Approximately 50% of the 2022 net loss was driven by the impairment in the tangible assets. Now, shifting our focus to the balance sheet and liquidity. We ended the year with $48.8 million in cash and cash equivalents, which was up $22 million as compared with December 31st, 2021. At year end, our total debt was $254.6 million, and we had $10 million of our revolving facility undrawn. Our credit facility includes a debt to EBITDA covenant requirement of 4.5 times. As of December 31, our net leverage was 4.5 times debt to EBITDA. We believe we have sufficient liquidity under our facility, and we remain mindful of our obligations given the current economic volatility. Turning now to our outlook. For Q1, we expect net revenue to be in the range of $90 to $92 million. and adjusted EBITDA to be $3 to $5 million, which excludes performance from ClickDealer. For Q2, we expect net revenue to be in the range of $108 to $112 million, and adjusted EBITDA to be between $6 and $8 million. Our guidance range for gross margin is 24 to 26%, and variable marketing margin range is 30 to 35% for both Q1 and Q2. When we come back in May for Q1 2023 earnings, we will provide guidance for full year 2023, which will include the recently closed acquisition of ClickDealer's full year impact, our organic growth strategy, and the positive impact of our previously announced restructuring plan. With that, we thank you for your interest in DMS, and I'll turn the call over to the operator for Q&A.
spk01: Before we move to Q&A, I would like to hand back to Rick Rodick for further announcements. Please go ahead.
spk06: Thanks, Bruno. We appreciate everyone's patience this morning, and we sincerely apologize for any inconvenience with the delay in today's call. I'll now turn the call back over to Bruno for the Q&A session. Bruno?
spk01: Perfect. Thank you. Ladies and gentlemen, if you'd like to register to question, please press star followed by 1 on your telephone keypad now. That's star followed by 1 on your telephone keypad. Our first question comes from Maria Rips from Canaccord. Maria, your line is now open. Please go ahead.
spk00: Great. Good morning and thanks for taking my questions. First, I just wanted to ask sort of a bigger picture question. Now that you sort of concluded your strategic review, can you just talk about your approach to managing the business, how that has changed, if at all? Are there any areas that you'll be prioritizing maybe a little bit more now? It seems like international is becoming a higher priority now. And then maybe just talk about your framework around investing and sort of managing your margins.
spk03: Hi, Maria. Good morning. This is Joe speaking. Thanks for your patience this morning as per Rick's earlier message. Okay, so first question, now that we're through strategic review, the question really pertains to, you know, how are we going to, I think, prioritize our focus, manage the business. So I guess what I would say there is if you think about the analogy of an inch wide and a mile deep, it's kind of where we're at, although we now have the international side of the business. And this really gets back into diversity. And we're looking at significant enterprise customers across all the verticals that we're in and the diversity of those customers in the verticals. and the two solutions being the brand direct and the marketplace solutions. So I know this is not as pointed an answer as you want, but during times when markets can be challenging, it's the agility and the diversification in the business around the central solution that really gives us confidence in our ability to go forward. And with the recently closed acquisition, it expands the marketplace solutions into home services. which you know we're optimistic about that market going forward and it enhances our brand direct solutions by bringing in additional media distribution and spreading the solution not just out domestically here in the us but out internationally as well and then specifically to the focus going forward you know we touched on it in the earnings call you know on the on the growth initiatives and If you think about continuing to diversify the customer base, not only with enterprise customers, which with the acquisition, enterprise customers will go up, customers spending more than $100,000 annually, but the SMBs as well, because they behave differently than the enterprise customers. So we had talked about this last year, and we said our focus is going to be to expand the SMB footprint, and we still have that goal of going from where we are today, which is just under 8,000 SMBs, and we want to get up to 10,000 SMBs by the end of the year. And part of that revolves around adding more, or almost all of that revolves around adding independent insurance agents. And to that point, we brought on a third major carriers agent network this year. So we think we can get there. So staying focused on those growth initiatives, managing costs, continuing to invest in the people process and technology, it's It's a holistic approach to how we manage the business. We're very focused.
spk00: Got it. That's very helpful. And then secondly, can you maybe talk about what's going on in the auto insurance vertical for you and what are your thoughts on the recovery trajectory as we sort of move through the year here?
spk03: Yeah. So we don't expect there to be a recovery here. until late this year. And right now it's still very choppy and you know, our forecast has virtually no recovery in property and casualty auto for 2023 baked into it, at least here in Q1 and Q2, we're going to guide the full year when we come back in a, in a couple of months. Um, you know, the carriers are still challenged. they've just gotten ahead uh they've just gotten a new round of rate increases through which presumably gets them ahead but they're still balancing their marketing spend in this market and analyzing their loss ratios and it's you know it's different carry to carry but it's you know i use the word choppy on the call it's it's accurate so i i do believe that it's going to continue to remain choppy here, at least through the Q2 period. And we'll have to see where that goes in Q3 and Q4. Our approach is to be extremely conservative and to forecast virtually no recovery for 2023 with recovery coming in 2024.
spk00: Got it. Thank you, Joe. I appreciate the call.
spk03: You're welcome. Thank you, Maria.
spk01: Our next question comes from David Marsh from Singular Research. David, your line is now open. Please go ahead.
spk04: Thanks, Bruno. Quick question around the preferred raise that you guys announced yesterday. Can you just talk about use of proceeds for that? And is there a minimum holding period for the preferred before the securities can be converted?
spk03: Hey David, good morning. This is Joe speaking. So as a public company, we look to the capital markets as other public companies do to help us strengthen our balance sheet, remaining compliance with our credit agreement, so on and so forth. So this raise was specific as it enabled us to raise cash in conjunction with the company's need to do so and to help us with our acquisition. We will be filing a 10-K today, which will have the specifics of the raise in there, specific to the lockup period. Rick, if you want to provide more details on that now, if you want to just defer to the 10-K, I'll leave that to you.
spk06: There's a lot of detail in the 10-K that will be out shortly, David, that I think will give you a lot of detail on the holding period, all different terms and things. It's a pretty detailed footnote.
spk04: Okay, that's helpful. And then secondly, just with regard to the credit facility comments you made, Rick, would there be a need to seek any relief under the credit facility given how close you are to the debt covenant, or would you perhaps look to... maybe refi or amend the facility as it stands today, just to give yourselves a little bit more flexibility going forward?
spk06: Well, we'll always look at that. But the great thing about the clip dealer acquisition, it's really delivering. And we're comfortable that over the next 12 months, we're well within that or well below that 4.5 times debt to EBITDA. That was one of the positive things. So we strengthened the balance sheet with equity raise put more cash on the balance sheet, which helps. Closing quick dealer is delivering, as I said. So we think that really strengthens our balance sheet, strengthens our operations, and it gives us a cushion in that debt. So right now we're comfortable with the 4.5 times, but it's something we'll always look to, maybe potentially negotiating some headroom in the credit facility in the future.
spk04: Okay. That's all from me. Thanks, guys.
spk01: Our next question comes from Marvin Fong from BTIG. Marvin, your line is not open. Please go ahead.
spk02: Great. Good morning. Thanks for taking my questions. Just a question, first question on the second quarter guidance, you know, It has revenue obviously up sequentially thanks to the acquisition. In terms of the EBITDA increasing a little bit sequentially, I mean, is that entirely due also to the acquisition or are there any benefits flowing through from the restructuring or any improvement in the core business profitability? Any way you could break that down would be helpful.
spk03: Morning, Marvin. Joe speaking. Good to have you on the call. Thank you. so the q2 guidance that we give so just keep in mind we just closed this acquisition and we've just completed the restructuring here in the q1 period so we think we have our arms around this but we're trying to be conservative with how these two items converge into the base business over the q2 period you know so one of the reasons why we're holding guidance is a you know, this choppiness in key segments, verticals of our business, like property and casualty insurance. And, you know, B, we completed a restructuring within the quarter based rounding out today. And then C, we've closed an accretive acquisition, which, you know, we now own. So these items, you know, they all come together and, you know, we want it to be conservative with the guidance. We certainly think there's opportunity for us. you know, to accelerate growth because of the reasons, you know, we've cited in the press releases with the home quote and quick dealer acquisitions. So we're optimistic that we'll see that acquisition be accretive, as Rick said, but at the same time, we're trying to be conservative because we've only owned it for the better part of a day here. So the guidance is conservative. The guidance reflects uncertainty and the fact that These things have all just come to pass. We're looking at the markets. There's also seasonal adjustments in here in terms of how the business has performed historically. The totality has reflected in the guidance. You know, we're hopeful that we can exceed the guidance. That's the point of the guidance.
spk02: Gotcha. That's great. And maybe a bigger picture question about the click dealer home quote acquisition. I mean, do you view that as just entirely, you know, like, entering a new vertical, are you going to, you know, increase the investment in the business, or do you expect to actually kind of maintain the profitability or even grow the profitability of the business this year? And also just touch on the synergies, if any, to your existing, you know, verticals that you're involved in. Just a bigger picture question on that, which would be great to get your color on.
spk03: Well, if you look back on prior investment decks, we've always been citing international growth is important to DMS, and that just goes back to agility and diversity. So we've been looking at the international markets for quite some time, and that specifically has applied to our brand direct solutions. And then, you know, the term accretive certainly applies. They've been operating this business for the better part of a decade, and they operate their business with a similar tool set to the tool set we operate with, which is technology, data, and media reach. And we feel that if you look at our technology, our data, our media reach, and you look at theirs, it's highly complementary. There's also very little overlap, hardly any overlap at the customer level. So it just goes back to diversity, and we're seeing it as accretive because we believe our media distribution and their media distribution, because of the lack of overlap in the customer base can be leveraged to drive accelerated growth. There certainly are some cost savings, but we're not really focused so much on the cost savings. Cost savings don't drive growth. Investment in key areas of the business drives growth, but we're conscious of cost. So the round turnaround, the term accretive certainly applies because it It checks the box in a growth area that we've been looking at for a while, which is international. We've consistently talked about investing in marketplace solutions because they create value for both the consumers and advertisers. And adding home services as a marketplace for DMS is strategic because previously home services exists below the current categories that we track as a brand direct vertical, and now you're going to add home services as a marketplace behind that. investing in the marketplaces becomes a focus for us to drive growth as well. And we've demonstrated proficiency there and other verticals too. So the round turn on it is it's accretive. We're going to grow internationally and domestically. We certainly believe we can get leverage and cost savings as a result of the leverage comes from the combined resources and the lack of overlap in the customers and the media capabilities. And then, there's simple cost measures that can be enacted there to just help the leverage in the business on their side because they get the benefit of the broader DMS ecosystem.
spk02: Gotcha. Thanks for that, Keller. I appreciate it.
spk01: Our next question comes from Jason Cryer from Craig Halem. Jason, your line is now open. Please go ahead.
spk05: Thank you. This is Cal on here for Jason. So first question, just kind of wanted to ask what you're kind of seeing in the market and what really led to the decision that now is the right time to move into home services.
spk03: Hey, good morning. This is Joe speaking. So we do business. Historically, when we've entered into the marketplace segment of the market, it's off of trends that we're seeing on the brand direct side. And inside of Brand Direct, the verticals that we serve when you look at property and casualty, health, e-commerce, education and careers, and consumer finance, they all live on both the marketplace side and the Brand Direct side. Marketplaces have basically been the evolution of execution on the Brand Direct side. So although home services isn't a category, currently we're tracking five. You know, it's a big portion of, quote, everything else that's not in the five and we've seen good execution there on the brand direct side. So because of that execution, um, that's what led us to believe that we can add a marketplace and see growth there because the media capabilities that we leverage on the brand direct side are the same media capabilities. It's the same technology data and media capabilities that we would leverage to grow on the marketplace side. So, We already have data. We're already working with notable customers in the various trades that they work in, windows and doors, roofing, kitchens and baths, those specific categories. And we're seeing success brand direct. So the natural evolution is to grow that into the marketplace side of the business. So we have internal data that supports that this is the direction that we want to go and You know, we talked about the general overview of the markets, you know, when we press released the signing of the acquisition a couple of weeks ago.
spk05: Perfect. Thank you. And then last for me, you know, I understand you kind of mentioned that you're looking to be a little conservative, but just so far, have you seen any indications of any improvements in the macro that give you optimism for the year?
spk08: Thanks.
spk03: The choppiness that we see remains mainly in property and casualty and the auto segment. You know, we have seen in consumer finance, ancillary products and services, credit cards, personal loans, debt consolidation, those products and services, we've seen a lot of growth in those categories. We've also seen a rise in our partnerships with the legal industry as Some of the prominent mass tort campaigns have been marketed heavily behind. So we've seen increased marketing spend. And then just generally, in times, and we've been at this for a while, the company's been around over a decade now. And in times when there's uncertainty and challenges inside of the markets, as noted on the call, digital performance marketing, it's a pure play for the advertisers for ROI because we're effectively delivering customers. So there is the, quote, flight to safety in the solution because of the linear connectivity between the spend and the ROI with the customer. So that's generally what we see going forward, although there is pressure in auto insurance. And until bid prices recover and, you know, that industry stabilizes, you know, that's going to pressure that segment of the business. But outside of that, we see opportunities for growth. You know, obviously the acquisition, we've talked about it extensively on the call. We continue to use the term accretive. We do believe that, you know, that business does grow both internationally and with the home services marketplace. And then we look at other categories outside of property and casualty as areas of growth as well, like those ancillary categories in consumer finance.
spk05: Perfect. Thank you so much.
spk01: Ladies and gentlemen, we currently have no further questions, and this concludes today's call. Thank you for joining. You may now disconnect your lines.
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