Andrii Yalanskyi Direct Digital Holdings (NASDAQ:DRCT) is one of the most exciting recent IPOs, and the firm looks positioned for significant growth. Due to strong earnings estimates, the market has valued the stock highly. While the company looks to have a promising next decade ahead, I believe investors should be cautious and consider how a potential slowdown in growth could affect the stock at its current valuation. 2024 Operations Update Direct Digital Holdings operates through Colossus SSP, Huddled Mas ...

Direct Digital Holdings, Inc. (NASDAQ:DRCT) Q3 2023 Earnings Conference Call November 9, 2023 5:00 PM ET Company Participants Brett Milotte - ICR Mark Walker - CEO, Co-Founder & Chairman Diana Diaz - CFO Conference Call Participants Dillon Heslin - ROTH MKM Daniel Kurnos - The Benchmark Company Michael Kupinski - Noble Financial Capital Markets Operator Good afternoon. My name is Abbie, and I will be your conference operator today. At this time, I would like to welcome everyone to the Direct Digital Holding ...

FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR ☐ TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41261 _________________________________________________________ DIRECT DIGITAL HOLDINGS, INC. (Exact name of ...

Financial Data and Key Metrics Changes - Revenue for Q2 2023 increased to $35.4 million, a rise of $14.1 million or 67% compared to $21.3 million in Q2 2022 [2][21] - Adjusted EBITDA for Q2 2023 was $3.1 million, down from $3.6 million in the same period of 2022 [33] - Net income for Q2 2023 was $1.2 million, compared to $2.6 million in Q2 2022 [32] - Gross profit increased to $10.1 million in Q2 2023 from $8.3 million in Q2 2022, with gross margins at approximately 28% compared to 39% in the prior year [24][25] Business Line Data and Key Metrics Changes - The sell-side advertising segment grew by 98% year-over-year, contributing $23.6 million in revenue for Q2 2023 [22][16] - The buy-side businesses, Orange 142 and Huddled Masses, grew by 27% year-over-year, finishing the quarter with $11.8 million in revenue [23] - Sell-side advertising processed approximately $300 billion in monthly impressions, an increase of 205% year-over-year [16] Market Data and Key Metrics Changes - The revenue mix for Q2 2023 was approximately 33% buy-side and 67% sell-side, compared to 44% buy-side and 56% sell-side in Q2 2022 [25] - The company reported an increase in the number of advertisers to 119,000, a 34% increase year-over-year [17] Company Strategy and Development Direction - The company is focused on increasing market share and has made significant investments in infrastructure and services to support growth [19] - The strategy includes targeting middle market businesses and multicultural audiences, which is expected to drive future growth [54] - The company anticipates returning to historical margin targets of 14% to 15% by the end of Q2 2024 [5] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about advertising demand increasing in the second half of the year, supported by favorable market dynamics [18][44] - The company expects to see typical seasonal growth in Q3 and Q4, which is reflected in the upward revision of revenue guidance to $125 million to $130 million for the full year 2023 [3][48] - Management noted resilience in certain sectors such as travel, education, and energy, which are expected to perform well despite economic challenges [50] Other Important Information - The company ended Q2 2023 with cash and cash equivalents of $5.7 million, an increase from $4 million at the end of 2022 [6] - Operating expenses increased to $7.8 million in Q2 2023, reflecting investments in infrastructure and support for public company operations [29][31] Q&A Session Summary Question: Strength on the sell side - Management noted that the strength is driven by an increase in new publishers and investments in marketing, which have improved efficiency and overall growth [38][42] Question: Expectations for ad demand and revenue guidance - Management is confident in achieving the revised revenue guidance due to anticipated seasonal demand increases in Q3 and Q4 [44][48] Question: Categorical performance in advertising - Management highlighted strong performance in travel, education, and energy sectors, which are expected to remain resilient [50] Question: Transition to new servers and cost redundancies - Management indicated that the transition is necessary for growth and expects cost redundancies to taper off, allowing margins to return to historical levels [56][57] Question: Early returns on audio advertising - Management stated that audio advertising is still in testing phases and will provide updates once scaled [60]

FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 1177 West Loop South,Suite 1310 Houston, Texas 77027 (Address of principal executive offices) (Zip code) Delaware 87-2306185 (I.R.S. Employer Identification No.) OR ☐ TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANS ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) This part presents the company's unaudited financial statements, management's analysis, and disclosures on market risk and internal controls [ITEM 1. Financial Statements (Unaudited)](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) This section presents the unaudited consolidated financial statements, including balance sheets, statements of operations, changes in equity, and cash flows, with detailed notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20March%2031%2C%202023%20and%20December%2031%2C%202022) This section details the company's assets, liabilities, and stockholders' equity at the end of the reporting periods Consolidated Balance Sheet Highlights (USD) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | 6,718,559 | 4,047,453 | | Accounts receivable, net | 19,050,300 | 26,354,114 | | Total current assets | 26,806,736 | 31,284,889 | | Total assets | 53,184,328 | 58,126,039 | | Total current liabilities | 21,971,010 | 25,572,209 | | Total liabilities | 49,816,342 | 53,530,757 | | Total stockholders' equity | 3,367,986 | 4,595,282 | - Total assets decreased by **$4.94 million (8.5%)** from December 31, 2022, to March 31, 2023[10](index=10&type=chunk) - Total stockholders' equity decreased by **$1.23 million (26.7%)** from December 31, 2022, to March 31, 2023[10](index=10&type=chunk) [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202023%20and%202022) This section outlines the company's revenues, costs, and resulting profit or loss over the specified periods Consolidated Statements of Operations Highlights (USD) | Metric | Q1 2023 | Q1 2022 | Change (YoY) | | :--- | :--- | :--- | :--- | | Total revenues | 21,222,910 | 11,370,337 | +87% | | Total cost of revenues | 14,789,859 | 6,589,538 | +124% | | Gross profit | 6,433,051 | 4,780,799 | +35% | | Total operating expenses | 6,574,390 | 4,195,928 | +57% | | (Loss) income from operations | (141,339) | 584,871 | -124% | | Net loss | (1,333,934) | (671,623) | +99% | | Net loss per common share (Basic and Diluted) | (0.09) | (0.09) | 0% | - Total revenues increased by **$9.85 million (87%)** year-over-year, driven by growth in both buy-side and sell-side advertising[13](index=13&type=chunk) - Net loss increased by **$0.66 million (99%)** year-over-year, primarily due to higher operating expenses and other expenses, including a contingent loss on early termination of a line of credit and increased interest expense[13](index=13&type=chunk) [Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=5&type=section&id=Consolidated%20Changes%20in%20Stockholders'%20Equity%20(Deficit)%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202023%20and%202022) This section tracks changes in the company's equity resulting from net loss and stock-based activities Changes in Stockholders' Equity (Deficit) for Q1 2023 (USD) | Item | Amount | | :--- | :--- | | Balance, December 31, 2022 | 4,595,282 | | Stock-based compensation | 94,538 | | Issuance of restricted stock | — | | Warrants exercised | 12,100 | | Net loss | (1,333,934) | | Balance, March 31, 2023 | 3,367,986 | - Total stockholders' equity decreased by **$1,227,296** during Q1 2023, primarily due to the net loss incurred[16](index=16&type=chunk) [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202023%20and%202022) This section summarizes cash inflows and outflows from operating, investing, and financing activities Consolidated Statements of Cash Flows Highlights (USD) | Activity | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | 3,162,969 | (852,317) | | Net cash used in investing activities | (48,212) | — | | Net cash (used in) provided by financing activities | (443,651) | 574,686 | | Net increase (decrease) in cash and cash equivalents | 2,671,106 | (277,631) | | Cash and cash equivalents, end of period | 6,718,559 | 4,406,800 | - Net cash provided by operating activities significantly improved to **$3.16 million** in Q1 2023 from a net cash outflow of $0.85 million in Q1 2022[21](index=21&type=chunk) - Cash and cash equivalents increased by **$2.67 million** in Q1 2023, ending the period at **$6.72 million**[21](index=21&type=chunk) [Notes to Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed disclosures and explanations of the company's accounting policies and financial statement items [Note 1 — Organization and Description of Business](index=7&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Description%20of%20Business) This note describes the company's corporate structure and its programmatic advertising business segments - Direct Digital Holdings, Inc. operates an end-to-end, full-service programmatic advertising platform focused on underserved markets, utilizing an 'Up-C' structure[24](index=24&type=chunk) - The Company's subsidiaries include Huddled Masses and Orange142 (buy-side advertising) and Colossus Media (sell-side advertising, operating Colossus SSP), with Colossus SSP specifically targeting diverse and multicultural audiences[25](index=25&type=chunk) [Note 2 — Basis of Presentation and Summary of Significant Accounting Policies](index=7&type=section&id=Note%202%20%E2%80%94%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the accounting principles, standards, and policies applied in preparing the financial statements - The Company's financial statements adhere to U.S. GAAP, and as an emerging growth company, it has elected an extended transition period for new accounting standards[27](index=27&type=chunk)[29](index=29&type=chunk) - Revenue is recognized on a gross basis from buy-side and sell-side advertising, with deferred revenue of **$949,604** as of March 31, 2023[55](index=55&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) - The Company adopted the CECL model (ASU 2016-13) on January 1, 2023, with **no material impact** on its financial statements[77](index=77&type=chunk) - As of March 31, 2023, cash and cash equivalents totaled **$6,718,559**, with management believing sufficient liquidity exists for the next twelve months[78](index=78&type=chunk) [Note 3 — Property, Equipment and Software, net](index=21&type=section&id=Note%203%20%E2%80%94%20Property%2C%20Equipment%20and%20Software%2C%20net) This note details the cost, accumulated depreciation, and net book value of the company's fixed assets Property, Equipment and Software, Net (USD) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Total property, equipment and software, net | 664,937 | 673,218 | | Depreciation and amortization expense (Q1) | 56,493 | 0 | - The Company acquired the license to its proprietary Colossus SSP platform in November 2022[79](index=79&type=chunk) [Note 4 — Intangible Assets](index=22&type=section&id=Note%204%20%E2%80%94%20Intangible%20Assets) This note provides information on the company's intangible assets, including their cost, amortization, and net value Intangible Assets, Net (USD) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Intangible assets, net | 13,149,304 | 13,637,759 | | Amortization expense (Q1) | 488,455 | 488,455 | Future Amortization Expense (USD) | Year | Amount | | :--- | :--- | | 2023 | 1,465,364 | | 2024 | 1,953,818 | | 2025 | 1,878,602 | - Intangible assets primarily consist of customer relationships, trademarks, and non-compete agreements from the Orange142 acquisition[81](index=81&type=chunk) [Note 5 — Accrued Liabilities](index=22&type=section&id=Note%205%20%E2%80%94%20Accrued%20Liabilities) This note breaks down the components of liabilities for expenses that have been incurred but not yet paid Accrued Liabilities (USD) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Accrued compensation and benefits | 3,312,350 | 4,128,505 | | Accrued litigation settlement | 364,596 | 429,096 | | Accrued severance | 271,495 | — | | Total accrued liabilities | 4,673,785 | 4,777,764 | - Accrued severance of **$271,495** was recorded as of March 31, 2023[83](index=83&type=chunk) - A litigation settlement liability of **$364,596** remains as of March 31, 2023, with monthly installment payments ongoing[83](index=83&type=chunk) [Note 6 — Long-Term Debt](index=23&type=section&id=Note%206%20%E2%80%94%20Long-Term%20Debt) This note details the company's long-term borrowing agreements, including terms, balances, and future payment schedules - The Revolving Credit Facility with East West Bank was terminated in July 2022, with **no outstanding borrowings**[85](index=85&type=chunk) - The SVB Loan Agreement for a $5 million revolving credit facility was terminated on March 13, 2023, due to Silicon Valley Bank's closure, resulting in **$299,770 of expensed deferred financing costs**[88](index=88&type=chunk) - The Company has a $32 million Term Loan and Security Agreement with Lafayette Square, with an outstanding balance of **$25,520,000** as of March 31, 2023[94](index=94&type=chunk) Interest Expense – Lafayette Square (USD) | Period | Amount | | :--- | :--- | | Q1 2023 | 879,362 | | Q1 2022 | 487,500 | | **Change (YoY)** | **+80%** | Future Minimum Debt Payments (USD) | Year | Amount | | :--- | :--- | | 2023 | 491,250 | | 2024 | 1,310,000 | | 2025 | 1,310,473 | | 2026 | 22,411,965 | | Total | 25,670,000 | [Note 7 — Mandatorily Redeemable Preferred Units](index=27&type=section&id=Note%207%20%E2%80%94%20Mandatorily%20Redeemable%20Preferred%20Units) This note explains the accounting treatment and redemption of preferred units classified as liabilities - Class B Preferred Units, classified as a liability due to mandatory redemption, were redeemed in February 2022, resulting in a **$590,689 loss on redemption**[105](index=105&type=chunk)[106](index=106&type=chunk) [Note 8 — Related Party Transactions](index=28&type=section&id=Note%208%20%E2%80%94%20Related%20Party%20Transactions) This note discloses transactions and balances between the company and its key management personnel or other related entities - A net payable to members of **$1,448,333** was outstanding as of March 31, 2023, and December 31, 2022[107](index=107&type=chunk) - The Company operates under an 'Up-C' structure, providing tax benefits and liquidity options to the Continuing LLC Owner[108](index=108&type=chunk) - Consulting agreements with key executives were canceled in connection with the IPO, resulting in **no fees paid in Q1 2023** compared to $135,000 in Q1 2022[110](index=110&type=chunk) [Note 9 — Commitments and Contingencies](index=30&type=section&id=Note%209%20%E2%80%94%20Commitments%20and%20Contingencies) This note describes potential liabilities from legal claims, contractual commitments, and other contingent events - The Company is subject to various legal claims, including a **$515,096 litigation settlement liability** recorded as of March 31, 2023[112](index=112&type=chunk)[113](index=113&type=chunk) Operating Lease Information (USD) | Metric | March 31, 2023 | | :--- | :--- | | Operating lease - right-of-use asset | 756,654 | | Total lease liability | 813,586 | | Weighted-average remaining lease term | 7 years | | Rent expense (Q1) | 79,761 | | Rent expense (Q1 2022) | 52,288 | [Note 10 — Stockholders' Equity (Deficit) and Stock-Based Compensation](index=32&type=section&id=Note%2010%20%E2%80%94%20Stockholders'%20Equity%20(Deficit)%20and%20Stock-Based%20Compensation) This note details the components of stockholders' equity and expenses related to employee stock compensation plans - As of March 31, 2023, **11,278,000 shares of Class B common stock** were held by DDM[120](index=120&type=chunk) Warrant Activity (as of March 31, 2023) | Metric | Amount | | :--- | :--- | | Warrants outstanding | 3,217,800 | | Weighted Average Exercise Price | $5.50 | | Weighted Average Contractual Life | 4.38 years | | Aggregate Intrinsic Value | $0 | - Stock-based compensation expense for Q1 2023 was **$94,538**[127](index=127&type=chunk) - As of March 31, 2023, 388,615 stock options and 589,118 Restricted Stock Units (RSUs) were unvested, with unrecognized compensation expenses of **$510,375** and **$1,342,261**, respectively[128](index=128&type=chunk)[130](index=130&type=chunk) [Note 11 — Loss Per Share](index=34&type=section&id=Note%2011%20%E2%80%94%20Loss%20Per%20Share) This note presents the calculation of basic and diluted earnings (loss) per share for the company's common stock Net Loss Per Common Share (USD) | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net loss per common share, basic and diluted | (0.09) | (0.09) | | Weighted average common shares outstanding (basic and diluted) | 14,575,845 | 7,106,471 | - Warrants and stock options totaling **3,606,415** were excluded from diluted EPS calculation in Q1 2023 due to their anti-dilutive effect[132](index=132&type=chunk) [Note 12 — Employee Benefit Plans](index=34&type=section&id=Note%2012%20%E2%80%94%20Employee%20Benefit%20Plans) This note provides information on the company's employee retirement and benefit plans, such as its 401(k) plan - The Company sponsors a 401(k) and profit-sharing plan, with matching contributions of **$64,871** in Q1 2023, up from $50,561 in Q1 2022[133](index=133&type=chunk) - **No profit-sharing contributions** were made in Q1 2023 or Q1 2022[133](index=133&type=chunk) [Note 13 — Tax Receivable Agreement and Income Taxes](index=35&type=section&id=Note%2013%20%E2%80%94%20Tax%20Receivable%20Agreement%20and%20Income%20Taxes) This note details the Tax Receivable Agreement and the company's income tax provisions, liabilities, and benefits - The Company entered into a Tax Receivable Agreement (TRA) in February 2022, obligating it to pay TRA Holders **85% of net cash tax savings**[135](index=135&type=chunk) - As of March 31, 2023, the total TRA liability was **$4,286,375**, with $45,815 paid during Q1 2023[137](index=137&type=chunk) - A tax provision benefit of **$74,648** was recorded for Q1 2023, compared to $0 in Q1 2022, primarily due to current quarter losses[139](index=139&type=chunk)[140](index=140&type=chunk) [Note 14 — Segment Information](index=36&type=section&id=Note%2014%20%E2%80%94%20Segment%20Information) This note presents financial information for the company's distinct operating segments, buy-side and sell-side advertising - The Company operates in two reportable segments: buy-side advertising (Huddled Masses and Orange142) and sell-side advertising (Colossus Media)[142](index=142&type=chunk) Revenue by Business Segment (USD) | Segment | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Buy-side advertising | 7,439,666 | 5,831,041 | | Sell-side advertising | 13,783,244 | 5,539,296 | | **Total revenues** | **21,222,910** | **11,370,337** | Total Assets by Business Segment (USD) | Segment | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Buy-side advertising | 25,840,255 | 25,685,528 | | Sell-side advertising | 20,140,458 | 25,512,367 | | Corporate office | 7,203,615 | 6,928,144 | | **Total assets** | **53,184,328** | **58,126,039** | [Note 15 — Subsequent Events](index=38&type=section&id=Note%2015%20%E2%80%94%20Subsequent%20Events) This note discloses any significant events that occurred after the balance sheet date but before the financial statements were issued - **No events or transactions** requiring recognition or disclosure occurred subsequent to March 31, 2023, through the report date[144](index=144&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, operational results, liquidity, and key performance factors [Cautionary Note Regarding Forward-Looking Statements](index=38&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section warns that the report contains statements about future expectations that are subject to risks and uncertainties - The report contains forward-looking statements subject to various risks and uncertainties that could cause actual results to differ materially[146](index=146&type=chunk) - Key risk factors include dependence on advertising demand, operational issues, data privacy concerns, intense competition, and high customer concentration[148](index=148&type=chunk) - The Company undertakes **no obligation** to update any forward-looking statements[151](index=151&type=chunk) [Overview](index=40&type=section&id=Overview) This section provides a high-level summary of the company's business model, services, and market position - Direct Digital Holdings operates an end-to-end programmatic advertising platform, focusing on underserved markets, through its buy-side (Huddled Masses, Orange142) and sell-side (Colossus Media/Colossus SSP) segments[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) - Colossus SSP is a proprietary platform delivering targeted advertising to **diverse and multicultural audiences**[154](index=154&type=chunk) [Key Factors Affecting Our Performance](index=42&type=section&id=Key%20Factors%20Affecting%20Our%20Performance) This section discusses the primary drivers and trends influencing the company's operational and financial results - Buy-side advertising growth is driven by new customer acquisitions (approx. 231 small and mid-sized clients annually) and expanding sales to existing customers, with a **90% client retention rate** for top revenue-generating clients[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk) - The Company benefits from the ongoing shift to digital advertising and increased adoption by small- and mid-sized businesses[163](index=163&type=chunk)[164](index=164&type=chunk)[167](index=167&type=chunk) - Sell-side advertising performance is boosted by increasing revenue from publishers and advertising spend from buyers, reaching approximately **153,000 advertisers per month** in Q1 2023 (**121% YoY increase**)[169](index=169&type=chunk) - The Company focuses on monetizing ad impressions through real-time bidding, enhancing ad inventory quality (**1% invalid traffic** in Q1 2023), and expanding access to valuable impressions[171](index=171&type=chunk)[172](index=172&type=chunk)[174](index=174&type=chunk) - Both buy-side and sell-side advertising segments experience seasonality, with buy-side revenue higher in Q2/Q3 and sell-side revenue highest in Q4[168](index=168&type=chunk)[178](index=178&type=chunk) [Components of Our Results of Operations](index=46&type=section&id=Components%20of%20Our%20Results%20of%20Operations) This section defines and explains the key line items that constitute the company's statements of operations - Revenue is generated from buy-side (digital marketing/media services) and sell-side (selling advertising inventory) segments, reported on a **gross basis**[179](index=179&type=chunk)[180](index=180&type=chunk) - Cost of revenues primarily includes digital media fees and third-party platform access fees for buy-side, and publisher media fees and data center co-location costs for sell-side[181](index=181&type=chunk)[182](index=182&type=chunk) - Operating expenses encompass compensation, taxes, benefits, general and administrative costs (e.g., rent, professional fees, marketing), and amortization of intangible assets[183](index=183&type=chunk) - Other income (expense) includes items like recovery of receivables, interest expense, contingent loss on early termination of line of credit, and loss on early redemption of non-participating preferred units[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk) [Results of Operations](index=49&type=section&id=Results%20of%20Operations) This section provides a detailed comparative analysis of the company's financial performance for the current and prior periods Revenue Performance (Q1 2023 vs. Q1 2022) | Segment | Q1 2023 (USD) | Q1 2022 (USD) | Change (USD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Buy-side advertising | 7,439,666 | 5,831,041 | 1,608,625 | 28% | | Sell-side advertising | 13,783,244 | 5,539,296 | 8,243,948 | 149% | | **Total Revenues** | **21,222,910** | **11,370,337** | **9,852,573** | **87%** | Cost of Revenues Performance (Q1 2023 vs. Q1 2022) | Segment | Q1 2023 (USD) | Q1 2022 (USD) | Change (USD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Buy-side advertising | 2,949,153 | 2,069,346 | 879,807 | 43% | | Sell-side advertising | 11,840,706 | 4,520,192 | 7,320,514 | 162% | | **Total Cost of Revenues** | **14,789,859** | **6,589,538** | **8,200,321** | **124%** | - Gross profit increased by **$1.7 million (35%)** YoY, but gross margin decreased from 42% to 30% due to a higher proportion of lower-margin sell-side revenue[195](index=195&type=chunk) Operating Expenses (Q1 2023 vs. Q1 2022) | Category | Q1 2023 (USD) | Q1 2022 (USD) | Change (USD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Compensation, tax and benefits | 3,634,296 | 2,555,036 | 1,079,260 | 42% | | General and administrative | 2,940,094 | 1,640,892 | 1,299,202 | 79% | | **Total Operating Expenses** | **6,574,390** | **4,195,928** | **2,378,462** | **57%** | - Interest expense increased by **$0.3 million (43%)** YoY due to additional borrowings and higher interest rates[203](index=203&type=chunk)[204](index=204&type=chunk) [Liquidity and Capital Resources](index=52&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to meet its short-term and long-term obligations using its cash and other assets Liquidity Metrics (USD) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | 6,718,559 | 4,047,453 | | Working capital | 4,835,726 | 5,712,680 | - The Company believes it has **sufficient cash resources** for the next twelve months, despite the termination of the SVB Revolving Credit Facility in March 2023[206](index=206&type=chunk)[220](index=220&type=chunk) - Net cash provided by operating activities significantly increased to **$3.2 million** in Q1 2023 from a $0.9 million outflow in Q1 2022, driven by improved accounts receivable and deferred revenue[221](index=221&type=chunk)[223](index=223&type=chunk) - Net cash used in financing activities was **$0.44 million** in Q1 2023, compared to $0.57 million provided in Q1 2022, due to debt payments and litigation settlements[221](index=221&type=chunk)[228](index=228&type=chunk) - Future minimum debt payments total **$25.67 million**, with a substantial portion ($22.4 million) due in 2026[230](index=230&type=chunk) [Non-GAAP Financial Measures](index=58&type=section&id=Non-GAAP%20Financial%20Measures) This section presents and reconciles financial metrics not calculated in accordance with Generally Accepted Accounting Principles - **Adjusted EBITDA** is used as a non-GAAP measure to evaluate operating performance, excluding items like depreciation, amortization, interest, taxes, stock-based compensation, and certain one-time items[231](index=231&type=chunk) Adjusted EBITDA (USD) | Period | Amount | | :--- | :--- | | Q1 2023 | 547,975 | | Q1 2022 | 1,121,308 | | **Change (YoY)** | **-51%** | - Management uses Adjusted EBITDA for planning, budgeting, and assessing business strategies, and for comparability with peer companies[233](index=233&type=chunk)[234](index=234&type=chunk) [Critical Accounting Policies and Estimates](index=60&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights the accounting policies and estimates that are most important to the portrayal of the company's financial condition - **No significant changes** in critical accounting policies and estimates occurred during the three months ended March 31, 2023[236](index=236&type=chunk) [Recent Accounting Pronouncements](index=60&type=section&id=Recent%20Accounting%20Pronouncements) This section discusses the potential impact of recently issued accounting standards on the company's financial statements - Information on recently adopted and issued accounting pronouncements is detailed in Note 2 to the consolidated financial statements[237](index=237&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a 'smaller reporting company,' the company is not required to provide detailed disclosures about market risk - The Company is **exempt** from providing detailed market risk disclosures as it qualifies as a 'smaller reporting company'[238](index=238&type=chunk) [ITEM 4. Controls and Procedures](index=60&type=section&id=ITEM%204.%20Controls%20and%20Procedures) This section addresses the effectiveness of the company's disclosure controls and internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=60&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section contains management's assessment of the effectiveness of the company's information disclosure systems - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2023, due to an identified material weakness[239](index=239&type=chunk) [Management's Annual Report on Internal Control Over Financial Reporting](index=60&type=section&id=Management's%20Annual%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) This section provides management's report on the state of internal controls for ensuring accurate financial reporting - Management assessed the Company's internal control over financial reporting as **not effective** as of March 31, 2023[245](index=245&type=chunk) - A **material weakness** was identified in controls over the completeness of revenue, specifically for digital advertising transactions where invoices were not sent to a particular customer due to modified billing procedures[246](index=246&type=chunk) - While the material weakness could have resulted in understated revenue, it **did not lead to material misstatements** in the financial statements presented[247](index=247&type=chunk) [Management's Plan to Remediate the Material Weakness](index=62&type=section&id=Management's%20Plan%20to%20Remediate%20the%20Material%20Weakness) This section outlines the steps management is taking to address the identified deficiencies in internal controls - Remediation steps include improving review processes, reconciling demand-side platform reports to sell-side platform data, and enhancing contract management and review processes[248](index=248&type=chunk) - The Company plans to engage outside consultants to review business process analysis and data flow to the accounting software platform and financial reporting[248](index=248&type=chunk) - The material weakness is **not yet fully remediated**, but management believes the financial statements fairly present the Company's financial condition[249](index=249&type=chunk) [Part II. Other Information](index=64&type=section&id=Part%20II.%20Other%20Information) This part covers legal proceedings, risk factors, sales of securities, and other required disclosures [ITEM 1. Legal Proceedings](index=64&type=section&id=ITEM%201.%20Legal%20Proceedings) This section discloses any material pending legal actions or governmental proceedings involving the company - The Company is **not a party to any material legal or administrative proceedings** as of the report date[250](index=250&type=chunk) - Litigation, regardless of outcome, is likely to result in substantial cost and diversion of management resources[250](index=250&type=chunk) [ITEM 1A. Risk Factors](index=64&type=section&id=ITEM%201A.%20Risk%20Factors) This section references the comprehensive risk factors detailed in the company's Annual Report on Form 10-K - This item is **not applicable** for the current quarterly report[251](index=251&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on any sales of equity securities not registered with the SEC and the use of IPO proceeds - **No unregistered sales** of equity securities occurred during the period[252](index=252&type=chunk) - **No specific use of proceeds** to report for the period[253](index=253&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=64&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) This section discloses any defaults on the company's senior debt or preferred stock obligations - **No defaults** upon senior securities were reported[255](index=255&type=chunk) [ITEM 4. Mine Safety Disclosures](index=64&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable as the company is not involved in mining activities - This item is **not applicable** to the Company[256](index=256&type=chunk) [ITEM 5. Other Information](index=64&type=section&id=ITEM%205.%20Other%20Information) This section includes any other information not previously reported that is material to investors - **No other information** is required to be disclosed[257](index=257&type=chunk) [ITEM 6. Exhibits](index=65&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed as part of the quarterly report, including agreements and certifications - Exhibits include Amended and Restated Certificate of Incorporation and Bylaws[259](index=259&type=chunk) - Loan and Security Agreements with Silicon Valley Bank and Lafayette Square are listed[259](index=259&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer (pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350) are included[259](index=259&type=chunk)[261](index=261&type=chunk) - Inline XBRL Instance Document and Taxonomy Extensions are provided[261](index=261&type=chunk) [Signatures](index=68&type=section&id=Signatures) This section contains the formal signatures certifying the report on behalf of the company - The report was signed by Susan Echard, Chief Financial Officer, on **May 15, 2023**[265](index=265&type=chunk)

Direct Digital Holdings, Inc. (NASDAQ:DRCT) Q1 2023 Earnings Conference Call May 11, 2023 12:00 PM ET Company Participants Brett Milotte - Senior Vice President of Investor Relations Mark Walker - Chairman and Chief Executive Officer Susan Echard - Chief Financial Officer Conference Call Participants Daniel Kurnos - The Benchmark Company, LLC Dylan Dupuis - ROTH MKM Michael Kupinski - NOBLE Capital Markets, Inc. Edward Reily - EF Hutton Operator Good afternoon ladies and gentlemen and welcome to the Direct ...

Part I [Business](index=4&type=section&id=ITEM%201.%20Business) Direct Digital Holdings operates an end-to-end programmatic advertising platform focusing on underserved markets through buy-side and proprietary sell-side segments - The company operates an end-to-end programmatic advertising platform with both buy-side (Huddled Masses, Orange142) and sell-side (Colossus SSP) operations[11](index=11&type=chunk) - The buy-side business focuses on providing advertising solutions to approximately **218** small and mid-sized clients, leveraging major Demand Side Platforms (DSPs) to enhance ROI[18](index=18&type=chunk) - The proprietary sell-side platform, Colossus SSP, processed over **111 billion** average monthly impressions in 2022 and served approximately **114,000** buyers, specializing in connecting advertisers with multicultural audiences[23](index=23&type=chunk)[24](index=24&type=chunk) - The company maintains a high client retention rate of approximately **90%** among clients that represent about **80%** of its revenues for fiscal years 2022 and 2021[44](index=44&type=chunk) [Company Overview](index=4&type=section&id=Company%20Overview) Direct Digital Holdings provides a full-service programmatic advertising platform, formed through key acquisitions, focusing on data-driven campaign optimization for underserved markets - The company's structure is built upon the 2018 acquisitions of Huddled Masses (buy-side) and Colossus Media (sell-side), and the 2020 acquisition of Orange142 (buy-side)[11](index=11&type=chunk) - The buy-side platform, through Huddled Masses and Orange142, serves approximately **218** small and mid-sized clients by leveraging multiple major DSPs like The Trade Desk, Xandr, and Google DV360[18](index=18&type=chunk) - The sell-side platform, Colossus SSP™, processed over **111 billion** average monthly impressions in 2022 and is integrated with leading DSPs, focusing on both general market and multicultural publishers[23](index=23&type=chunk)[24](index=24&type=chunk) [Our Industry and Trends](index=10&type=section&id=Our%20Industry%20and%20Trends) The company is positioned to capitalize on key industry trends including the shift to digital advertising, OTT/CTV growth, and the phasing out of third-party cookies - Key industry shifts include the move to digital advertising, the rise of OTT/CTV over linear broadcast, and increased digital ad adoption by small and mid-sized companies[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - There is a significant increase in the multicultural audience, which is projected to be the numerical majority in the U.S. by **2044**, creating opportunities for targeted advertising[33](index=33&type=chunk) - The phase-out of third-party cookies by **2024** is expected to create opportunities for technology companies that can provide alternative media buying solutions and minimize performance disruption[38](index=38&type=chunk) [Our Growth Strategy](index=18&type=section&id=Our%20Growth%20Strategy) The company's growth strategy focuses on sales expansion, strategic acquisitions, cross-selling, and innovating its data management platform for a post-cookie environment - Expand 'on the ground' buy-side and sell-side sales teams[51](index=51&type=chunk) - Pursue acquisitions to enter new verticals and grow market share[51](index=51&type=chunk) - Leverage end-to-end offering to win new business and cross-sell[51](index=51&type=chunk) - Aggressively grow Colossus SSP inventory, focusing on OTT/CTV and audio[51](index=51&type=chunk) - Innovate data management platform and proprietary ID Lake for first-party data collection[51](index=51&type=chunk) - Invest in infrastructure and technology to maximize efficiencies[51](index=51&type=chunk) [Competition](index=20&type=section&id=Competition) The company faces intense competition from large players and fragmented markets on both buy-side and sell-side, differentiating through technology and focus on underserved markets - On the buy-side, the company competes with large entities like Google, Facebook, and Amazon, which have their own inventory, as well as a fragmented market of other service providers[57](index=57&type=chunk) - On the sell-side, competition includes approximately **80** SSPs, with notable public competitors being Pubmatic, Magnite, and Acuity Ads[58](index=58&type=chunk) - The company differentiates itself through features like inventory quality verification, brand security, and its focus on underserved and multicultural markets[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) [Risk Factors](index=24&type=section&id=ITEM%201A.%20Risk%20Factors) The company faces risks including advertising demand sensitivity, market evolution, operational issues, intense competition, data privacy, and customer concentration - Revenue is highly dependent on overall advertising demand, which can be impacted by economic downturns[66](index=66&type=chunk) - The potential restriction or phasing out of third-party cookies and other tracking technologies could diminish the platform's effectiveness and harm the business[66](index=66&type=chunk)[130](index=130&type=chunk) - The company has high customer concentration, with the top two customers accounting for approximately **69%** of total revenues in fiscal year 2022[78](index=78&type=chunk) - As a holding company, its principal asset is its interest in DDH LLC, and it depends on distributions from DDH LLC to pay taxes and expenses, including payments under the Tax Receivable Agreement[66](index=66&type=chunk)[171](index=171&type=chunk) [Unresolved Staff Comments](index=78&type=section&id=ITEM%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[224](index=224&type=chunk) [Properties](index=80&type=section&id=ITEM%202.%20Properties) The company's headquarters and other offices are in leased facilities, with no owned real property, deemed adequate for current needs - The company's headquarters are in a leased **7,400 sq. ft.** facility in Houston, TX, with the lease expiring in February **2030**[225](index=225&type=chunk) - The company has additional leased offices in Austin, Atlanta, New York, Virginia, and Colorado Springs, and does not own any real property[225](index=225&type=chunk) [Legal Proceedings](index=80&type=section&id=ITEM%203.%20Legal%20Proceedings) The company is not a party to any material legal or administrative proceedings as of the report date - The company is not currently a party to any material legal proceedings[226](index=226&type=chunk) [Mine Safety Disclosures](index=80&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[227](index=227&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=80&type=section&id=ITEM%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock and warrants trade on Nasdaq, with no cash dividends paid or anticipated, as earnings are retained for business expansion - Class A common stock and warrants are traded on The Nasdaq Capital Market under symbols "DRCT" and "DRCTW"[229](index=229&type=chunk) - The company has never declared or paid cash dividends and does not anticipate doing so in the foreseeable future[230](index=230&type=chunk) [Reserved](index=82&type=section&id=ITEM%206.%20%5BReserved%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=83&type=section&id=ITEM%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal year 2022 saw significant revenue growth to **$89.4 million**, driven by sell-side advertising, with improved net income and Adjusted EBITDA, despite recent credit facility termination Financial Highlights (FY 2022 vs. FY 2021) | Metric | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | **Revenue** | $89,359,733 | $38,136,862 | | **Operating income** | $7,978,939 | $4,384,600 | | **Net income (loss)** | $4,166,603 | $(1,507,097) | | **Adjusted EBITDA** | $10,169,173 | $6,357,603 | - Total revenue increased by **134%** year-over-year, primarily driven by a **400%** increase in sell-side advertising revenue, while buy-side revenue grew by **12%**[285](index=285&type=chunk)[286](index=286&type=chunk) - The company terminated its **$5 million** revolving credit facility with Silicon Valley Bank on March 13, 2023, following SVB's closure. The company had not drawn any funds and does not expect an adverse impact on its liquidity[250](index=250&type=chunk)[301](index=301&type=chunk) [Results of Operations](index=96&type=section&id=Results%20of%20Operations) Total revenues increased **134%** to **$89.4 million** in 2022, driven by sell-side advertising, leading to higher operating income despite a decreased gross margin Consolidated Results of Operations (FY 2022 vs. FY 2021) | Metric | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | **Total Revenues** | $89,359,733 | $38,136,862 | | Buy-side advertising | $29,348,775 | $26,127,787 | | Sell-side advertising | $60,010,958 | $12,009,075 | | **Gross Profit** | $29,322,076 | $18,429,125 | | **Income from operations** | $7,978,939 | $4,384,600 | | **Net income (loss)** | $4,166,603 | $(1,507,097) | - Gross margin decreased from **48%** in 2021 to **33%** in 2022, primarily due to the higher concentration of revenues from the sell-side advertising segment, which carries a lower margin[290](index=290&type=chunk) - Compensation, taxes, and benefits increased by **66%** to **$14.1 million** due to a one-time severance charge, headcount additions, and higher commission and bonus expenses[293](index=293&type=chunk) [Liquidity and Capital Resources](index=100&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2022, the company maintained **$4.0 million** in cash and **$5.7 million** in working capital, with primary debt from Lafayette Square, and believes current liquidity is sufficient despite recent credit facility terminations Liquidity Summary | Metric | Dec 31, 2022 (USD) | Dec 31, 2021 (USD) | | :--- | :--- | :--- | | **Cash and cash equivalents** | $4,047,453 | $4,684,431 | | **Working capital** | $5,712,680 | $4,057,243 | - The company's main debt obligation is the 2021 Credit Facility with Lafayette Square, which matures on December 3, 2026. In July 2022, the company borrowed an additional **$4.26 million** under the facility's Delayed Draw Loan[306](index=306&type=chunk)[310](index=310&type=chunk) - Net cash provided by operating activities decreased to **$2.1 million** in 2022 from **$3.8 million** in 2021, primarily due to a significant increase in accounts receivable related to revenue growth[321](index=321&type=chunk)[324](index=324&type=chunk) [Non-GAAP Financial Measures](index=110&type=section&id=Non-GAAP%20Financial%20Measures) The company uses Adjusted EBITDA, a non-GAAP measure, to evaluate operating performance, which increased to **$10.2 million** in 2022 from **$6.4 million** in 2021 Reconciliation of Net Income (Loss) to Adjusted EBITDA | Metric | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | **Net Income (Loss)** | **$4,166,603** | **$(1,507,097)** | | Amortization of intangible assets | 1,953,819 | 1,953,818 | | Depreciation and amortization | 34,218 | — | | Interest expense | 3,230,612 | 3,184,029 | | Loss on early extinguishment of debt | — | 2,663,148 | | Tax expense | 326,597 | 63,526 | | Stock-based compensation | 153,778 | — | | Forgiveness of PPP loan | (287,143) | (10,000) | | Other adjustments | 590,689 | 10,179 | | **Adjusted EBITDA** | **$10,169,173** | **$6,357,603** | [Quantitative and Qualitative Disclosures About Market Risk](index=116&type=section&id=ITEM%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Direct Digital Holdings, Inc. is not required to provide information for this item - The company is not required to provide this information as it qualifies as a "smaller reporting company"[350](index=350&type=chunk) [Consolidated Financial Statements and Supplementary Data](index=117&type=section&id=ITEM%208.%20Consolidated%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2022 and 2021, including a revision of Q3 2022 unaudited information due to unbilled sell-side transactions Consolidated Balance Sheet Highlights (As of Dec 31) | Metric | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | **Total Assets** | $58,126,039 | $35,999,933 | | Total Current Assets | $31,284,889 | $13,781,059 | | **Total Liabilities** | $53,530,757 | $36,374,789 | | Total Current Liabilities | $25,572,209 | $9,723,816 | | **Total Stockholders' Equity (Deficit)** | $4,595,282 | $(374,856) | - The company adopted an "Up-C" corporate structure following its IPO in February 2022, which involves a Tax Receivable Agreement (TRA) with the original LLC owners. As of December 31, 2022, the company recognized a total TRA liability of **$4.3 million**[366](index=366&type=chunk)[488](index=488&type=chunk) - The company identified unbilled sell-side advertising transactions from August 1 to December 31, 2022, leading to a revision of its previously issued Q3 2022 financial information. This revision increased Q3 2022 revenue by **$394,359** but was not deemed material enough to require a restatement[507](index=507&type=chunk)[508](index=508&type=chunk) [Changes in and Disagreement with Accountants on Accounting and Financial Disclosure](index=162&type=section&id=ITEM%209.%20Changes%20in%20and%20Disagreement%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[516](index=516&type=chunk) [Controls and Procedures](index=162&type=section&id=ITEM%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2022, due to a material weakness in revenue completeness controls, with remediation efforts underway - A material weakness was identified in controls over the completeness of revenue as of December 31, 2022[521](index=521&type=chunk) - The weakness resulted from a failure to capture and invoice certain sell-side digital advertising transactions for a specific customer after billing procedures were modified on August 1, 2022[522](index=522&type=chunk) - Management has implemented remediation plans, including enhanced review and reconciliation processes, but the material weakness is not yet considered fully remediated[524](index=524&type=chunk)[525](index=525&type=chunk) [Other Information](index=164&type=section&id=ITEM%209B.%20Other%20Information) The company reports no other information for this item - None[526](index=526&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=164&type=section&id=ITEM%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[527](index=527&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=165&type=section&id=ITEM%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2023 proxy statement - Information is incorporated by reference from the 2023 proxy statement[531](index=531&type=chunk) [Executive Compensation](index=165&type=section&id=ITEM%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the 2023 proxy statement - Information is incorporated by reference from the 2023 proxy statement[532](index=532&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=165&type=section&id=ITEM%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information concerning security ownership is incorporated by reference from the 2023 proxy statement - Information is incorporated by reference from the 2023 proxy statement[533](index=533&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=165&type=section&id=ITEM%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the 2023 proxy statement - Information is incorporated by reference from the 2023 proxy statement[534](index=534&type=chunk) [Principal Accountant Fees and Services](index=165&type=section&id=ITEM%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information concerning principal accountant fees and services is incorporated by reference from the 2023 proxy statement - Information is incorporated by reference from the 2023 proxy statement[535](index=535&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=166&type=section&id=ITEM%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Annual Report on Form 10-K, with schedules omitted as not required or material - This section contains the list of financial statements and exhibits filed with the report[537](index=537&type=chunk) [Form 10-K Summary](index=175&type=section&id=ITEM%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[551](index=551&type=chunk)

Direct Digital Holdings, Inc. (NASDAQ:DRCT) Q4 2022 Earnings Conference Call March 23, 2023 5:00 PM ET Company Participants Brett Milotte - Senior Vice President of Investor Relations Mark Walker - Chairman and Chief Executive Officer Susan Echard - Chief Financial Officer Conference Call Participants Daniel Kurnos - The Benchmark Company, LLC Dylan Dupuis - ROTH MKM Michael Kupinski - NOBLE Capital Markets, Inc. Edward Reily - EF Hutton Operator Greetings and welcome to the Direct Digital Holdings' Fourth ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 OR ☐ TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41261 _________________________________________________________ DIRECT DIGITAL HOLDINGS, INC. (Exact name of ...