UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________________________
FORM 8-K/A
Amendment No. 1
__________________________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): March 16, 2022
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Digital Media Solutions, Inc.
(Exact name of Registrant as specified in its charter)
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| | | | | | | | |
| Delaware | 001-38393 | 98-1399727 |
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | | | |
4800 140th Avenue N., Suite 101 Clearwater, Florida | 33762 |
| (Address of principal executive offices) | (Zip Code) |
(877) 236-8632
(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Class A common stock, $0.0001 par value per share | | DMS | | New York Stock Exchange |
| Redeemable warrants to acquire Class A common stock | | DMS WS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
Digital Media Solutions, Inc. (the "Company") is furnishing this Amendment No. 1 to the Current Report on Form 8-K to amend Item 7.01 of the Current Report on Form 8-K filed on March 15, 2022 (the “Original Form 8-K”) solely to make the following corrections in the investor presentation furnished as Exhibit 99.1 thereto (the “Exhibit”): (i) on slide 3, changed the following measures: capital expenditures from $11,003 thousand to $9,114 thousand; Unlevered Free Cash Flow from $47,186 thousand to $49,075 thousand and Unlevered Free Cash Flow Conversion Percentage from 81.1% to 84.3% ; (ii) on slides 5 and 20, changed the Unlevered Free Cash Flow Conversion Percentage from 81.1% to 84.3%; and (iii) on slide 10, changed the Top 20 Client Gross Revenue Growth for the Insurance category from 56% to 54%. No other changes have been made to the Original Form 8-K or the Exhibit.
As described in Exhibit 99.1, Unlevered Free Cash Flow and Unlevered Free Cash Flow Conversion Percentage are non-GAAP financial measures. See Exhibibit 99.1 for the corresponding GAAP measures and reconciliations thereto and the statements of usefulness and purpose regarding these measures.
Item 7.01. Regulation FD Disclosure.
The updated investor presentation attached hereto as Exhibit 99.1 is a replacement of the Exhibit furnished on the Original Form 8-K. The executive officers of the Company intend to use the updated investor presentation, in whole or in part, in one or more meetings with investors and analysts.
The Company does not intend for this Item 7.01 or Exhibit 99.1 to be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated into its filings under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
The following exhibit relating to Item 7.01 shall be deemed to be “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section:
| | | | | | | | | | | |
Exhibit
Number | | Description | |
| | |
| | Digital Media Solutions, Inc. Investor Presentation |
| 104 | | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 16, 2022
| | | | | |
| Digital Media Solutions, Inc. |
| |
| /s/ Vasundara Srenivas |
| Name: | Vasundara Srenivas |
| Title: | Chief Financial Officer |
