8-K

Zedge, Inc. (ZDGE)

8-K 2023-03-15 For: 2023-03-15
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934


Date of Report (Date of earliest event reported):March 15, 2023

Zedge, Inc.

(Exact name of registrant as specified in itscharter)


Delaware 1-37782 26-3199071
(State or other jurisdiction<br><br> <br>of incorporation) (Commission File Number) (IRS Employer<br><br> <br>Identification No.)
1178 Broadway**, Ste. 1450 (3^rd^ Floor)**<br><br> <br>New York, NY 10001
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(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (330) 577-3424


Not Applicable

(Former name or former address, if changed sincelast 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 (see General Instruction A.2. below):

Written communications pursuant<br>to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on<br><br> <br>which registered
Class B common stock, par value $0.01 per share ZDGE NYSE American

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 ofOperations and Financial Condition

On March 15, 2023, Zedge, Inc. (the “Registrant”) issued a press release announcing its results of operations for its fiscal quarter ended January 31, 2023. A copy of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Document
99.1 Earnings Release, dated March 15, 2023, reporting the results of operations for Zedge, Inc.’s fiscal quarter ended January 31, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
1

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.

ZEDGE, INC.
By: /s/ Jonathan Reich
Name: Jonathan Reich
Title: Chief Executive Officer

Dated: March 15, 2023

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EXHIBIT INDEX

Exhibit No. Document
99.1 Earnings Release, dated March 15, 2023, reporting the results of operations for Zedge, Inc.’s fiscal quarter ended January 31, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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Exhibit 99.1

Zedge Announces Second Quarter Fiscal 2023 Results

New York, NY – March 15, 2023: Zedge, Inc. (NYSE AMERICAN: ZDGE), a leader in building marketplaces and games around digital content that enable self-expression, today announced results for its second quarter fiscal year 2023, ended January 31, 2023.

“Our second quarter was a mixed one as we navigated geopolitical, economic and industry-specific challenges, and we were not immune to the forces impacting gaming and other advertising-based business models,” said Jonathan Reich, chief executive officer. “Despite this, we saw nominal revenue growth, remained roughly break-even and generated positive Adjusted EBITDA, while seeing growth from Emojipedia and Zedge Premium.

“Due to the current environment, we are implementing a set of cost cutting initiatives designed to yield $2.5 - $3.0 million in annualized savings. We expect that this decision will allow us to remain at roughly break-even while positioning the business for profitable growth as conditions improve.”

Second Quarter Highlights

Financial (fiscal 2023 compared to fiscal 2022)

Revenue increased 1.0% to $7.0 million;
Net income and earnings per share of $1.6<br>million and $0.11, respectively;
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Adjusted EBITDA of $1.4 million;
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Zedge Premium Gross Transaction Value (GTV)^2^increased 1.0% to $0.4 million.
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Second Quarter Select Financial Metrics: FY23 versus FY22*
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(in $M except for EPS) Q2 ’23 Q2 ’22 Change FY23 YTD FY22 YTD Change
Total Revenue $ 7.0 $ 6.9 1.0 % $ 13.9 $ 12.9 7.3 %
Advertising Revenue $ 4.6 $ 5.7 -19.0 % $ 9.1 $ 10.6 -13.9 %
Digital goods and services $ 1.2 $ 0.0 nm $ 2.6 $ 0.0 nm
Subscription Revenue $ 0.9 $ 1.0 -8.3 % $ 1.8 $ 1.9 -7.7 %
Other Revenue $ 0.2 $ 0.2 -5.3 % $ 0.4 $ 0.4 -3.0 %
Operating Income $ 1.5 $ 3.1 -53.0 % $ 1.3 $ 5.7 -77.9 %
Operating Margin 20.9 % 44.9 % 9.1 % 44.0 %
Net Income $ 1.6 $ 2.3 -30.9 % $ 1.4 $ 4.4 -67.2 %
Diluted Earnings Per Share $ 0.11 $ 0.16 -31.3 % $ 0.10 $ 0.30 -66.7 %
Adjusted EBITDA $ 1.4 $ 3.9 -63.1 % $ 2.4 $ 7.3 -67.3 %
Cash Flow from Operations $ 0.0 $ 3.0 -98.7 % $ 1.1 $ 5.7 -80.6 %

nm = not measurable/meaningful

* numbers may not add due to rounding
Select Second Quarter Zedge App Metrics: FY23 versus FY22*
--- --- --- --- --- --- --- ---
(in MM except for ARPMAU and where noted) Q2 ’23 Q2 ’22 Change
Total Installs - Cumulative 596.0 541.0 10.2 %
MAU 32.2 36.3 -11.3 %
Well-developed Markets 7.4 8.5 -12.9 %
Emerging Markets 24.8 27.8 -10.8 %
Active Subscriptions (in 000s) 654 762 -14.2 %
ARPMAU $ 0.052 $ 0.060 -13.0 %
Zedge Premium - Gross Transaction Value (GTV) $ 0.44 $ 0.43 1.0 %
* numbers may not add due to rounding
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^1^ Throughout this release, Adjusted EBITDA is a Non-GAAP financialmeasure intended to provide useful information that supplements Zedge’s results in accordance with GAAP. Please refer to the Reconciliationof Non-GAAP Financial Measure at the end of this release for an explanation of Zedge’s formulation of Adjusted EBITDA and reconciliationsto the most directly comparable GAAP measure.
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^2^ We use the following business metrics in this release because we believe they are useful in evaluating Zedge as an investment.
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Monthly active users, or MAU, capturesthe number of unique users that used our Zedge App during the previous 30-days of the relevant period, is useful for evaluating consumerengagement with our App which correlates to advertising revenue as more users drive more ad impressions for sale. It also allows readersand potential advertisers to evaluate the size of our user base.
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ZedgePremium Gross Transaction Value, or GTV, is the total dollar amount of transactions conducted through the Zedge Premium Marketplace.As Zedge Premium is an internal focus for growth, we believe that this metric will help investors evaluate the progress we are makingin growing this part of our business.
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Average Revenue Per Monthly Active User forour Zedge App, or ARPMAU, is a useful statistic in evaluating how well we are monetizing our user base.
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An Active Subscription is a subscriptionthat has commenced and not been canceled, including paused subscriptions, and subscriptions in free trials, grace periods, or accounthold.
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Total Installs - Cumulative is a measureof the cumulative number of times our Zedge App has been downloaded since inception.
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Trended Financial Information*
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(in $M except for<br> EPS, ARPMAU, Paid Subscriptions) Q122 Q222 Q322 Q422 Q123 Q223 FY 2021 FY 2022 FYTD<br>2023
Total Revenue $ 6.0 $ 6.9 $ 6.2 $ 7.4 $ 6.9 $ 7.0 $ 19.6 $ 26.5 $ 13.9
Advertising<br> Revenue $ 4.9 $ 5.7 $ 4.8 $ 4.9 $ 4.5 $ 4.6 $ 15.7 $ 20.3 $ 9.1
Gaming Revenue $ 0.0 $ 0.0 $ 0.3 $ 1.4 $ 1.3 $ 1.2 $ 0.0 $ 1.7 $ 2.6
Subscription<br> Revenue $ 1.0 $ 1.0 $ 0.9 $ 0.9 $ 0.9 $ 0.9 $ 3.2 $ 3.7 $ 1.8
Other<br> Revenue $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 0.5 $ 0.8 $ 0.4
Operating<br> (Loss) Income $ 2.6 $ 3.1 $ 1.3 $ 4.8 $ (0.2 ) $ 1.5 $ 7.8 $ 11.8 $ 1.3
Net (Loss) Income $ 2.1 $ 2.3 $ 0.8 $ 4.5 $ (0.2 ) $ 1.6 $ 8.2 $ 9.7 $ 1.4
Diluted<br> (Loss) Earnings Per Share $ 0.14 $ 0.16 $ 0.05 $ 0.31 $ (0.01 ) $ 0.11 $ 0.59 $ 0.65 $ 0.10
Adjusted EBITDA $ 3.3 $ 4.0 $ 2.9 $ 2.2 $ 1.0 $ 1.4 $ 9.9 $ 12.4 $ 2.4
Adjusted<br> EBITDA Margin 54.7 % 57.6 % 46.0 % 30.0 % 13.8 % 20.5 % 50.7 % 46.6 % 17.2 %
Cash<br> Flow from Operations $ 2.7 $ 3.0 $ 5.6 $ 0.2 $ 1.1 $ 0.0 $ 10.1 $ 11.5 $ 1.1
MAU 34.2 36.3 32.1 32.0 31.9 32.2 nm nm nm
Well-developed<br> Markets 8.4 8.5 7.5 7.3 7.1 7.4 nm nm nm
Emerging<br> Markets 25.8 27.8 24.6 24.7 24.8 24.8 nm nm nm
Active  Subscriptions<br> (in 000s) 763 762 713 692 674 654 752 713 654
ARPMAU $ 0.053 $ 0.060 $ 0.052 $ 0.058 $ 0.054 $ 0.052 nm nm nm
Zedge Premium – GTV $ 0.33 $ 0.43 $ 0.41 $ 0.34 $ 0.31 $ 0.44 $ 0.95 $ 1.51 $ 0.75

nm = not measurable/meaningful

* numbers may not add due to rounding
2

Fiscal 2023 Commentary

“In light of macroeconomic factors including inflation, recessionary fears, the ongoing war in Ukraine, supply chain disruptions resulting in a decline in new phone sales, the easing of Covid-19 restrictions and the resulting uptick in workers returning to the office and Apple’s App Transparency Tracking (ATT) framework making paid iOS user acquisition less efficient and more expensive, we are not anticipating a return to growth in the short-term.

“In addition to implementing the $2.5 - $3.0 million in cost-savings measures, we are focusing our efforts on initiatives that we believe can position us for sustainable growth as the market starts to improve. For the Zedge marketplace, our top priorities are iterating with pAInt, our generative AI wallpaper maker, in order to improve take rates and engagement, overhauling customer onboarding and upgrading Zedge+, our subscription offering. We continue scaling paid Android user acquisition as the ROI justifies the investment.

“We are also advancing GuruShots with the launch of the Battles feature, which provides a casual gaming experience that enables newbies to begin competing in short-duration photo competitions that are limited in size and built on a coin-based economy. Additionally, as we navigate the challenges introduced by Apple’s ATT framework, which has made it more expensive to acquire high-value iOS users, we are testing alternative acquisition channels in order to help drive new ROI-positive players to the game.

“As you know, generative AI art is exploding, and GuruShots recently conducted a soft launch for a standalone casual game focused on competitive AI art generation challenges that leverage the investment we have made in developing Battles. Although we are excited by the potential of where this game can take us, it will likely take several quarters to iterate, tune and scale.

“Finally, we plan to continue building on the momentum we are experiencing with Emojipedia and expect to release new features during the second half of our fiscal year.

“In all, we are focused on improving the things that we control and expect to come out of the current downturn in a stronger position than we have been in as a Company, with multiple avenues to exploit in order to deliver sustainable long-term profits and growth,” concluded Reich.

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Earnings Announcement and Supplemental Information

Zedge’s earnings release will be filed on Form 8-K and posted on the Zedge investor relations website (investor.zedge.net) at approximately 4:10 p.m. Eastern on March 15, 2023. Management will host an earnings conference call beginning at 4:30 p.m. Eastern. Management’s presentation of the results, outlook and strategy will be followed by Q&A with investors.

Live Call Information:

Toll Free: 888-506-0062

International: 973-528-0011

Participant Access Code: 748705

Webcast: https://www.webcaster4.com/Webcast/Page/2205/47829

Replay:

Toll Free: 877-481-4010

International: 919-882-2331

Replay Passcode: 47829

About Zedge

Zedge builds marketplaces and games around digital content that people use to express themselves. We monetize our user base through advertising, subscriptions, and a virtual token-based economy. Our leading products are the GuruShots photography game and Zedge’s freemium digital content marketplace, which today offers mobile phone wallpapers, video wallpapers, ringtones, and notification sounds. The synergy between the game and the marketplace unlocks additional engagement and enables our community to earn money from their artwork. We also own Emojipedia, a website that is the leading source of information about emojis. In May 2022, we served more than 40 million users. For more information, visit https://www.investor.zedge.net/

Forward-Looking Statements

All statements above that are not purely about historicalfacts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,”“plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statementswithin the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our currentjudgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statementsdue to numerous important factors. Our filings with the SEC provide detailed information on such statements and risks and should be consultedalong with this release. To the extent permitted under applicable law, we assume no obligation to update any forward-looking statements.

Contact:

Brian Siegel IRC, MBA

Senior Managing Director

Hayden IR

(346) 396-8696

ir@zedge.net

4

CONDENSED CONSOLIDATED BALANCESHEETS

(in thousands, except parvalue data)


July 31,
2022
Assets
Current assets:
Cash and cash equivalents 17,459 $ 17,085
Trade accounts receivable 2,788 2,411
Prepaid expenses and other receivables 1,334 396
Total current assets 21,581 19,892
Property and equipment, net 1,933 1,660
Intangible assets, net 19,866 21,025
Goodwill 10,716 10,788
Deferred tax assets, net 828 861
Other assets 326 400
Total assets 55,250 $ 54,626
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable 1,381 $ 1,180
Deferred acquisition payment payable - 962
Contingent consideration-current portion - 215
Accrued expenses and other current liabilities 3,174 2,898
Deferred revenues 2,805 3,402
Total current liabilities 7,360 8,657
Term Loan, net of deferred financing costs 1,983 -
Contingent consideration-long term portion - 1,728
Other liabilities - 53
Total liabilities 9,343 10,438
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, .01 par value; authorized shares—2,400; no shares issued and outstanding - -
Class A common stock, .01 par value; authorized shares—2,600; 525 shares issued and outstanding at  January 31, 2023 and July 31, 2022 5 5
Class B common stock, .01 par value; authorized shares—40,000; 14,674 shares issued and 14,152 shares outstanding at January 31, 2023, and 13,951 shares issued and 13,877 outstanding at July 31, 2022 147 139
Additional paid-in capital 44,979 43,609
Accumulated other comprehensive loss (1,498 ) (1,391 )
Retained earnings 3,597 2,160
Treasury stock, 522 shares at January 31, 2023 and  74 shares at July 31, 2022, at cost (1,323 ) (334 )
Total stockholders’ equity 45,907 44,188
Total liabilities and stockholders’ equity 55,250 $ 54,626

All values are in US Dollars.

5

ZEDGE,INC.

CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(in thousands, except pershare data)


Three Months Ended Six Months Ended
January 31 January 31
2023 2022 2023 2022
Revenues, net $ 6,983 $ 6,915 $ 13,883 12,943
Costs and expenses:
Direct cost of revenues (excluding amortization of capitalized software and technology development costs which is included below) 632 342 1,264 652
Selling, general and administrative 5,871 3,106 11,697 5,838
Depreciation and amortization 815 360 1,608 758
Change in fair value of contingent consideration (1,793 ) - (1,943 ) -
Income from operations 1,458 3,107 1,257 5,695
Interest and other income, net 77 14 112 27
Net gain (loss) resulting from foreign exchange transactions 160 (85 ) 84 (95 )
Income before income taxes 1,695 3,036 1,453 5,627
Provision for income taxes 89 711 16 1,247
Net income $ 1,606 $ 2,325 $ 1,437 $ 4,380
Other comprehensive income (loss):
Changes in foreign currency translation adjustment 152 (222 ) (107 ) (80 )
Total other comprehensive income (loss) 152 (222 ) (107 ) (80 )
Total comprehensive income $ 1,758 $ 2,103 $ 1,330 $ 4,300
Income per share attributable to Zedge, Inc. common stockholders:
Basic $ 0.11 $ 0.16 $ 0.10 $ 0.31
Diluted $ 0.11 $ 0.16 $ 0.10 $ 0.29
Weighted-average number of shares used in calculation of (loss) income per share:
Basic 14,087 14,297 14,208 14,289
Diluted 14,259 14,971 14,440 15,007
6

ZEDGE, INC.

CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS

(in thousands)


Six Months Ended
January 31,
2023 2022
Operating activities
Net income $ 1,437 $ 4,380
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation 30 23
Amortization of intangible assets 1,158 224
Amortization of capitalized software and technology development costs 420 511
Amortization of deferred financing costs 1 -
Change in fair value of contingent consideration (1,943 ) -
Stock-based compensation 1,378 808
Deferred income taxes 33 (50 )
Change in assets and liabilities:
Trade accounts receivable (377 ) (741 )
Prepaid expenses and other current assets (938 ) (244 )
Other assets 22 1
Trade accounts payable and accrued expenses 497 806
Deferred revenue (597 ) (39 )
Net cash provided by operating activities 1,121 5,679
Investing activities
Final payments for asset acquisitions (962 ) -
Capitalized software and technology development costs (668 ) (305 )
Purchase of property and equipment (53 ) (18 )
Net cash used in investing activities (1,683 ) (323 )
Financing activities
Proceeds from term loan payable 2,000 -
Payment of deferred financing costs (18 ) -
Proceeds from exercise of stock options - 7
Purchase of treasury stock in connection with share buyback program and restricted stock vesting (989 ) (232 )
Net cash provided by (used in) financing activities 993 (225 )
Effect of exchange rate changes on cash and cash equivalents (57 ) (23 )
Net increase in cash and cash equivalents 374 5,108
Cash and cash equivalents at beginning of period 17,085 24,908
Cash and cash equivalents at end of period $ 17,459 $ 30,016
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments made for income taxes $ 711 $ 309
Cash payments made for interest expenses $ 31 $ -
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Acquistion of Emojipedia through release of escrow funds of $4,776, plus additional amounts due to seller of $1,923 and legal fees of $12 $ - $ 6,711
Accounts receivable from certain Emojipedia websites collected by Seller $ - $ 45

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Use of Adjusted EBITDA as a Non-GAAP Measure

Adjusted EBITDA is defined as earnings (loss) before interest, taxes, depreciation and amortization, stock compensation expense, transaction-related expenses and other non-recurring expenses. This metric represents a measure that we believe is customarily used by investors and analysts to evaluate the financial performance of companies in addition to the GAAP measures that we present. Our management also believes that this measure is useful in evaluating our core operating results. However, Adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States of America and should not be considered an alternative to net income or operating income as an indicator of our operating performance or to net cash provided by operating activities as a measure of our liquidity.

Reconciliation of<br> Adjusted EBITDA to Net (Loss) Income Q122 Q222 Q322 Q422 Q123 Q223 FY<br> 2021 FY<br> 2022 YTD <br><br>FY<br>2023
Net<br> (Loss) Income $ 2.1 $ 2.3 $ 0.8 $ 4.5 $ (0.2 ) $ 1.6 $ 8.2 $ 9.7 $ 1.4
Excluding:
Interest and other income<br> (expense), net $ (0.0 ) $ (0.0 ) $ (0.0 ) $ (0.0 ) $ (0.0 ) $ (0.1 ) $ (0.0 ) $ (0.0 ) $ (0.1 )
Provision for (benefit from)<br> income taxes $ 0.5 $ 0.7 $ 0.4 $ 0.2 $ (0.1 ) $ 0.1 $ (0.2 ) $ 1.9 $ 0.0
Depreciation<br> and amortization $ 0.4 $ 0.4 $ 0.4 $ 0.8 $ 0.8 $ 0.8 $ 1.3 $ 2.0 $ 1.6
EBITDA $ 3.0 $ 3.4 $ 1.6 $ 5.5 $ 0.5 $ 2.4 $ 9.3 $ 13.5 $ 2.9
Change in fair value of contingent<br> consideration $ 0.0 $ 0.0 $ 0.0 $ (4.0 ) $ (0.2 ) $ (1.8 ) $ 0.0 $ (4.0 ) $ (1.9 )
Stock-based compensation $ 0.3 $ 0.5 $ 0.5 $ 0.6 $ 0.6 $ 0.8 $ 0.7 $ 1.9 $ 1.4
Transaction<br> costs related to business combination $ 0.0 $ 0.1 $ 0.7 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.9 $ 0.0
Adjusted EBITDA $ 3.3 $ 4.0 $ 2.9 $ 2.2 $ 1.0 $ 1.4 $ 9.9 $ 12.4 $ 2.4
* numbers may not add due to rounding
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