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 15, 2022

SPRINGBIG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
 
001-40049
 
88-2789488
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

621 NW 53rd Street, Ste. 260
Boca Raton, Florida, 33487
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (800) 772-9172

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on
which registered
         
Common Stock, par value $0.0001 per share
  SBIG
 
The Nasdaq Global Market
         
Warrants, each exercisable for one share of Common Stock, at an exercise price of $11.50 per share
 
SBIGW
 
The Nasdaq Global Market

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.




Item 2.02.
Results of Operations and Financial Condition.

On August 15, 2022, SpringBig Holdings, Inc. announced its financial results for the second quarter of 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

The information in Item 2.02 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

Item 9.01.
Financial Statements and Exhibits.

 (d)
Exhibits
 
     
Exhibit No.
Description of Exhibit
Press release dated August 15, 2022.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
SPRINGBIG HOLDINGS, INC.
     
August 15, 2022
By:
/s/ Jeffrey Harris
   
Name: Jeffrey Harris
   
Title: Chief Executive Officer



Exhibit 99.1

springbig Reports Second Quarter 2022 Financial Results

Boca Raton, Fla. -- August 15, 2022 -- SpringBig Holdings, Inc. (“springbig” or the “Company”) (NASDAQ: SBIG), a leading provider of SaaS-based marketing solutions, consumer mobile app experiences, and omnichannel loyalty programs to the cannabis industry, today announced its financial results for the second quarter ended June 30, 2022.

“Our second quarter results are evidence of the powerful flywheel between our retail and brands platforms. We offer what we believe to be the pre-eminent technology platform for cannabis in a highly fragmented ecosystem, driving significant value to our clients as they scale their businesses,” said Jeffrey Harris, CEO and Chairman of springbig. “Acknowledging that cannabis end-markets are experiencing industry specific headwinds, we view such headwinds as transitory and do not believe the current market reflects the intrinsic growth rate of springbig or the industry. We see an incredible opportunity ahead to simultaneously expand our market share and increase ROI for retailers and brands.”

Paul Sykes, springbig’s CFO, added “While our focus is on accelerating top line growth, we remain committed to driving leverage through a balanced investment approach and plan to achieve EBITDA breakeven during 2023.”

Second Quarter 2022 Financial and Key Metric Highlights


Total revenue in the second quarter of 2022 increased to $6.6 million, up 13% from the second quarter of 2021 and up 3% from the first quarter of 2022.


Subscription revenue increased 35% from the second quarter of 2021 and was up 6% from the first quarter of 2022.


Net dollar retention rate was 114%, versus 93% in the year ago period and 110% at the end of 2021.


We added 509 new retail locations in the second quarter, bringing our total to more than 2,800.


Adjusted EBITDA loss was $(3.6) million as compared to a loss of $(1.3) million from the prior year period.


Basic net income loss per share was $(0.14) based on 19.3 million weighted average shares outstanding. The shares outstanding as at June 30, 2022 were 25.3 million.


Cash and cash equivalents totaled $14 million as of June 30, 2022.

For more information regarding our non-GAAP financial measures, see “Use of Non-GAAP Financial Measures”.  Additionally, reconciliations of GAAP to non-GAAP financial measures have been provided in the tables included in this release.

Financial Outlook

For full fiscal year 2022, springbig expects revenue in the range of $26-$29 million, representing 15% year-over-year growth at the midpoint.

For fiscal year 2023, springbig expects an acceleration in top line growth, with positive EBITDA during fiscal 2023.

Certain of the forward-looking financial measures discussed above are provided on a non-GAAP basis. The Company does not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with GAAP because to do so would be potentially misleading and not practical given the difficulty of projecting event-driven transactional and other non-core operating items in any future period. The magnitude of these items, however, may be significant.

Conference Call and Webcast Information

The Company will host a conference call and webcast today, Monday, August 15, 2022, at 5:00 p.m. Participants can register here to access the live webcast of the conference call. Alternatively, those who want to join the conference call via phone can register at this link to receive a dial-in number and unique PIN.

The webcast will be archived for one year following the conference call and can be accessed on springbig’s investor relations website at investors.springbig.com.

About springbig

springbig is a market-leading software platform providing customer loyalty and marketing automation solutions to cannabis retailers and brands in the U.S. and Canada. springbig’s platform connects consumers with retailers and brands, primarily through SMS marketing, as well as emails, customer feedback system, and loyalty programs, to support retailers’ and brands’ customer engagement and retention. springbig offers marketing automation solutions that provide for consistency of customer communication, thereby driving customer retention and retail foot traffic. Additionally, springbig’s reporting and analytics offerings deliver valuable insights that clients utilize to better understand their customer base, purchasing habits and trends. For more information, visit https://springbig.com/.

Forward Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of federal securities laws. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the risks and uncertainties described under “Risk Factors” ’of the registration statement on Form S-4, the proxy statement/prospectus relating to the business combination, the Company’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2022, and in the Company’s Form 10-Q for the period ended June 30, 2022 expected to be filed on August 15, 2022, and other documents filed by the Company from time to time with the SEC. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond the control of springbig), and other assumptions, which may cause the actual results or performance to be materially different from those expressed or implied by these forward-looking statements.  Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.

Use of Non-GAAP Financial Measures

In addition to the results reported in accordance with accounting principles generally accepted in the United States (GAAP) included throughout this press release, we have disclosed EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures that we calculate as net income before interest, taxes, depreciation and amortization in the case of EBITDA and further adjustments to exclude unusual and/or infrequent costs in the case of Adjusted EBITDA, which are detailed in the reconciliation table that follows, in order to provide investors with additional information regarding our financial results. Below we have provided a reconciliation of net loss (the most directly comparable GAAP financial measure) to EBITDA and adjusted EBITDA.

We present EBITDA and Adjusted EBITDA because these metrics are a key measure used by our management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management. Management also believes that these measures provide improved comparability between fiscal periods

EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider such measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:


Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and neither EBITDA nor Adjusted EBITDA reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements.


EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and


EBITDA and Adjusted EBITDA do not reflect tax payments that may represent a reduction in cash available to us.

Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net income and our other GAAP results. Also, these non-GAAP financial measures, as determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies.

Definition of Key Operating and Financial Metrics

Net dollar retention rate: The Company calculates its “net dollar retention rate” – also referred to as its “net revenue retention rate” – as the average recurring monthly subscription revenue adjusted for losses, increases and decreases in monthly subscriptions during the prior twelve months divided by the average recurring monthly subscription revenue over the prior, trailing twelve-month period. Net dollar retention rate (or “net revenue retention rate”) does not have a standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies, and further, investors should not consider it in isolation.

Investor Relations Contact
Ryan Flanagan
ICR Strategic Communications & Advisory
ir@springbig.com

Media Contact
Phoebe Wilson
MATTIO Communications
springbig@mattio.com


Springbig Holding, Inc
Consolidated Balance Sheets
(in thousands)

   
June 30, 2022
     
December 31,  2021
 
 
 
(Unaudited)
   
(Audited)
 
 
             
ASSETS
             
Current assets:
             
Cash and cash equivalents
 
$
14,179
   
$
2,227
 
Accounts receivable, net
   
3,597
     
3,045
 
Contract assets
   
324
     
364
 
Prepaid expenses and other current assets
   
2,742
     
927
 
Total current assets
   
20,842
     
6,563
 
Property and equipment, net
   
471
     
480
 
Convertible note receivable
   
250
     
-
 
Total assets
 
$
21,563
   
$
7,043
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Liabilities
               
Current liabilities:
               
Accounts payable
 
$
3,532
   
$
412
 
Accrued expenses and other current liabilities
   
3,018
     
1,722
 
Deferred revenue
   
427
     
450
 
Total current liabilities
   
6,977
     
2,584
 
Senior secured convertible notes, at estimated fair value
   
9,843
     
-
 
Warant liabilities, at estimate fair value
   
1,616
     
-
 
Total liabilities
   
18,436
     
2,584
 
                 
Stockholders’ Equity
               
Common stock (par value $0.0001 per shares, 300,000,000 authorized at June 30, 2022; 25,290,270  issued and outstanding as of June 30, 2022; (par value $0.0001 per shares, 22,764,527authorized at December 31, 2021; 17,862,108 issued and outstanding as of December 31, 2021)
 
$
3
   
$
2
 
Additional paid-in-capital
   
21,825
     
17,682
 
Accumulated deficit
   
(18,701
)
   
(13,225
)
Total stockholders’ equity
   
3,127
     
4,459
 
Total liabilities and stockholders’ equity
 
$
21,563
   
$
7,043
 


Springbig Holding, Inc
Consolidated Statement of Operations (unaudited)
(in thousands, except share and per share data)

   
Three Months Ended June 30,
   
Six Months ending June 30,
 
 
 
2022
   
2021
   
2022
   
2021
 
Revenues
 
$
6,584
   
$
5,804
   
$
12,948
   
$
11,013
 
Cost of revenues
   
1,998
     
1,865
     
3,841
     
3,459
 
Gross Profit
   
4,586
     
3,939
     
9,107
     
7,554
 
Expenses
                               
  Selling, servicing and marketing
   
3,105
     
2,449
     
6,048
     
4,520
 
  Technology and software development
   
2,910
     
1,811
     
5,547
     
3,376
 
  General and administrative
   
3,854
     
1,134
     
5,567
     
2,232
 
Total operating expenses
   
9,869
     
5,394
     
17,162
     
10,128
 
                                 
Loss from operations
   
(5,283
)
   
(1,455
)
   
(8,055
)
   
(2,574
)
Interest income
   
-
     
1
     
-
     
2
 
Interest Expense
   
(219
)
   
-
     
(312
)
   
-
 
Change in fair value of  6% Senior Secured Convertible Note
   
11

   
-
     
11

   
-
 
Change in fair value of warrants
   
2,880

   
-
     
2,880

   
-
 
Loss before income taxes
 
$
(2,611
)
 
$
(1,454
)
 
$
(5,476
)
 
$
(2,572
)
Income taxes expense
   
-
     
-
     
-
     
-
 
Net loss
 
$
(2,611
)
 
$
(1,454
)
 
$
(5,476
)
 
$
(2,572
)
                                 
Net loss per common share:
                               
Basic and diluted
 
$
(0.14
)
 
$
(0.08
)
 
$
(0.29
)
 
$
(0.14
)
                                 
Weighted-average common shares outstanding - basic and diluted
   
19,285,050
     
17,767,554
     
18,586,515
     
17,749,178
 


Springbig Holding, Inc
Statement of Cash Flows (unaudited)
(in thousands)

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2022
   
2021
   
2022
   
2021
 
Cash flows from operating activities
                       
Net loss
 
$
(2,611
)
 
$
(1,454
)
 
$
(5,476
)
 
$
(2,572
)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
                 
  Depreciation and amortization
   
64
     
6
     
123
     
12
 
  Stock-based compensation expense
   
1,045
     
119
     
1,226
     
237
 
 Change in fair value of convertible notes
   
(11
)
   
-
     
(11
)
   
-
 
 Change in fair value of warrants
   
(2,880
)
   
-
     
(2,880
)
   
-
 
Changes in operating assets and liabilities:
                               
  Accounts receivable
   
(952
)
   
(349
)
   
(552
)
   
(459
)
  Prepaid expenses and other current assets
   
(1,362
)
   
(175
)
   
(1,815
)
   
(182
)
  Contract assets
   
(21
)
   
(14
)
   
40
     
(22
)
  Accounts payable and other liabilities
   
4,322
     
538
     
4,416
     
455
 
  Contract liabilities
   
(58
)
   
28
     
(23
)
   
78
 
Net cash used in operating activities
 
$
(2,464
)
 
$
(1,301
)
 
$
(4,952
)
 
$
(2,452
)
                                 
Cash flows from investing activities
                               
Business combination, net of cash acquired
                   
-
     
(122
)
Purchase of convertible note
   
(250
)
   
0
     
(250
)
       
Purchases of property and equipment
   
(40
)
   
(153
)
   
(113
)
   
(195
)
Net cash used in investing activities
   
(290
)
   
(153
)
   
(363
)
   
(317
)
                                 
Cash flows from financing activities
                               
Business combination, net of issuing cost
   
10,096
     
-
     
10,185
     
-
 
Proceeds from  convertible notes
                   
7,000
     
-
 
  Proceeds from exercise of stock options, net
   
76
     
-
     
82
     
-
 
Net cash provided by financing activities
   
10,172
     
-
     
17,267
     
-
 
Net increase/(decrease) in cash and cash equivalents
   
7,418
     
(1,454
)
   
11,952
     
(2,769
)
Cash and cash equivalents, at beginning of the period
   
6,761
     
9,132
     
2,227
     
10,447
 
Cash and cash equivalents, at end of the period
 
$
14,179
   
$
7,678
   
$
14,179
   
$
7,678
 
                                 
Supplemental disclosure of non-cash financing activities
                         
Issue of common stock for business combination
 
$
-
   
$
-
   
$
-
   
$
50
 
Indemnity holdback for business combination
 
$
-
   
$
-
   
$
-
   
$
23
 
Conversion of convertible note and outstanding interest into common stock
 
$
7,305
   
$
-
   
$
7,305
   
$
-
 
Warrant assumed in business combination at estimate fair value
 
$
4,496
   
$
-
   
$
4,496
   
$
-
 


Springbig Holding, Inc
Reconciliation of net loss to non-GAAP EBITDA and Adjusted EBITDA
(in thousands)

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2022
   
2021
   
2022
   
2021
 
                         
Net loss
   
(2,611
)
   
(1,454
)
   
(5,476
)
   
(2,572
)
Interest income
           
(1
)
           
2
 
Interest expense
   
219
             
312
         
Depreciation expense
   
64
     
6
     
123
     
12
 
                                 
EBITDA
   
(2,328
)
   
(1,449
)
   
(5,041
)
   
(2,558
)
                                 
Stock-based compensation     1,045
      119
      1,226
      237
 
Business combination related bonuses
    550
              550
         
Change in fair value of warrants
   
(2,880
)
           
(2,280
)
       
Change in fair value of convertible note
   
(11
)
           
(11
)
       
                                 
Adjusted EBITDA
   
(3,624
)
   
(1,330
)
   
(6,156
)
   
(2,321
)

Stock-based compensation is recorded in General and Administrative expenses