Demand Media Reports Fourth Quarter and Fiscal 2012 Results
Record Fourth Quarter and 2012 Revenue and Revenue ex-TAC(1)
Q4 and 2012 Adj. EBITDA(1) Growth Each
Exceed20% to $29.4M and $103.4M
Q4 and 2012 Adj. EPS(1) Grow 50% and 56%
Company Announces Plan to Explore its Separation into Two Public
Companies
SANTA MONICA, Calif.--(BUSINESS WIRE)--
Demand
Media, Inc. (NYSE: DMD), a leading digital media and domain services
company, today reported financial results for the fourth quarter and
fiscal year ended December 31, 2012.
"We finished the year on a high note, posting record fourth quarter
results and completing our fifth consecutive year of record revenue and
Adjusted EBITDA," said Richard Rosenblatt, Chairman and CEO of Demand
Media. "We improved content quality and diversified our distribution
channels by successfully revamping our content platform in 2012, and are
now prepared to significantly increase our content investments in 2013.
In addition, we became a leader in the generic Top Level Domain
opportunity, due to substantial investments we made in 2012. We plan to
increase this investment ahead of the expected launch later this year."
Rosenblatt added: "As a result of these two different growth
opportunities, we also announced today that our Board of Directors has
authorized a plan to explore the separation of our business into two
independent publicly-traded companies via a tax-free spin-off. If
approved, the separation will facilitate better operational and
strategic flexibility, enabling each business to focus on its distinct
priorities and growth opportunities."
Financial Summary
In millions, except per share amounts
Three months ended
Year ended
December 31,
December 31,
2011
2012
Change
2011
2012
Change
Total Revenue
$
84.4
$
103.1
22%
$
324.9
$
380.6
17%
Content & Media Revenue ex-TAC(1)
$
49.9
$
62.3
25%
$
193.0
$
227.0
18%
Registrar Revenue
31.4
34.5
10%
119.4
134.2
12%
Total Revenue ex-TAC(1)
$
81.3
$
96.8
19%
$
312.4
$
361.1
16%
Income (loss) from Operations
$
(4.8
)
$
6.1
NA
$
(13.1
)
$
8.7
NA
Adjusted EBITDA(1)
$
23.7
$
29.4
24%
$
86.0
$
103.4
20%
Net income (loss)
$
(6.4
)
$
4.7
NA
$
(18.5
)
$
6.2
NA
Adjusted net income(1)
$
6.8
$
10.8
60%
$
21.9
$
34.3
57%
EPS - diluted
$
(0.08
)
$
0.05
NA
$
(0.27
)
$
0.07
NA
Adjusted EPS(1)
$
0.08
$
0.12
50%
$
0.25
$
0.39
56%
Cash Flow from Operations
$
27.2
$
26.0
(4)%
$
85.3
$
91.0
7%
Free Cash Flow(1)(2)
$
18.3
$
17.1
(7)%
$
19.5
$
62.3
219%
(1)
These non-GAAP financial measures are described below and reconciled
to their comparable GAAP measures in the accompanying tables.
Effective Q1 2012, the Company began reporting Adjusted EBITDA
instead of Adjusted OIBDA.
Reconciliations for both measures are available on the investor
relations section of the Company's website.
(2)
In 2012, the Company invested $18.2 million in generic Top Level
Domain ("gTLD") applications, which did not impact its recurring
Free Cash Flow metric.
Q4 2012 Financial Summary:
Content & Media revenue ex-TAC grew 25% year-over-year, driven by 24%
page view growth on the Company's owned & operated properties as well
as 37% growth in network RPMs ex-TAC, reflecting higher revenue from
network content partners.
Registrar revenue grew 10% year-over-year, driven by an increase in
the number of domains on our platform, due primarily to growth from
new partners.
Adjusted EBITDA increased 24% year-over-year, resulting in 110 basis
points of margin expansion to 30.3% of Revenue ex-TAC. This
improvement was driven by the growth in higher margin Content & Media
revenue and operating leverage.
“In 2012 we generated over $60 million of free cash flow, which more
than funded our acquisition of Name.com and the repurchase of nearly $9
million of our common stock,” said Demand Media's CFO Mel Tang. "We plan
to continue reinvesting our strong cash flows into long-term growth
opportunities, such as our gTLD initiative as well as growing and
diversifying our content offerings.”
Business Highlights:
Demand Media ranked as a top 20 US web property throughout
2012, and ranked #13 in January 2013.(1)
Demand Media reached more than 125 million unique visitors worldwide
in January 2013.(1)
eHow.com
ranked as the #12 website in the US, with 62.0 million unique users in
January 2013.(1)
LIVESTRONG.COM/eHow
Health ranked as the #3 Health property in the US in January 2013.(1)
Cracked
ranked as the #1 Humor property in the US in January 2013.(1)
On December 31, 2012, Demand Media acquired retail registrar Name.com,
expanding its registrar platform as it prepares for the historic
release of new gTLDs.
During the fourth quarter of 2012, Demand Media repurchased
approximately 572,000 shares of common stock for $4.9 million under
its Board-authorized $50.0 million share repurchase program. To date,
the Company has repurchased approximately 4.0 million shares of common
stock for $30.8 million.
On February 19, 2013, the Company announced that its Board of
Directors has authorized a plan to explore the separation of its
business into two distinct publicly traded companies.
(1) Source: comScore.
Operating Metrics:
Three months ended
Year ended
December 31,
December 31,
%
%
2011
2012
Change
2011
2012
Change
Content & Media Metrics:
Owned and operated
Page views(1) (in millions)
2,696
3,354
24
%
10,378
13,192
27
%
RPM(2)
$
14.53
$
14.55
—
$
15.14
$
13.53
(11
)%
Network of customer websites
Page views(1)(in millions)
4,935
4,530
(8
)%
17,436
18,989
9
%
RPM(2)
$
2.81
$
4.38
56
%
$
2.77
$
3.58
29
%
RPM ex-TAC(3)
$
2.18
$
2.98
37
%
$
2.06
$
2.55
24
%
Registrar Metrics:
End of Period # of Domains(4) (in millions)
12.7
13.7
8
%
12.7
13.7
8
%
Average Revenue per Domain(5)
$
10.08
$
10.09
—
$
10.08
$
10.19
1
%
____________________
(1)
Page views represent the total number of web pages viewed across (a)
our owned and operated websites and/or (b) our network of customer
websites, to the extent that the viewed customer web pages host the
Company's monetization, social media and/or content services.
(2)
RPM is defined as Content & Media revenue per one thousand page
views.
(3)
RPM ex-TAC is defined as Content & Media Revenue ex-TAC per one
thousand page views.
(4)
Domain is defined as an individual domain name paid for by a
third-party customer where the domain name is managed through our
Registrar service offering.
(5)
Average revenue per domain is calculated by dividing Registrar
revenue for a period by the average number of domains registered in
that period. Average revenue per domain for partial year periods is
annualized.
Beginning July 1, 2011, the number of net new domains has been
adjusted to include only new registered domains added to our
platform for which the Company has recognized revenue. Excluding
the impact of this change, average revenue per domain during the
three months and year ended December 31, 2012 would have increased
1% and decreased 4%, respectively, compared to the corresponding
prior-year periods.
Q4 2012 Operating Metrics:
Owned & Operated page views increased 24% year-over-year, driven
primarily by strong traffic growth on eHow.com and LIVESTRONG.COM.
Owned & Operated RPMs were relatively flat year-over-year.
Network page views decreased 8% year-over-year to 4.5 billion, due
primarily to lower traffic from our social media partners. Network RPM
ex-TAC increased 37% year-over-year, reflecting higher revenue from
our growing network of content partners, primarily YouTube.
End of period domains increased 8% year-over-year to 13.7 million,
driven primarily by the addition of higher volume customers and
continued growth from existing resellers, with average revenue per
domain flat year-over-year.
Business Outlook
The following forward-looking information includes certain
projections made by management as of the date of this press release. The
Company does not intend to revise or update this information, except as
required by law, and may not provide this type of information in the
future. Due to a variety of factors, actual results may differ
significantly from those projected.The factors that may affect
results include, without limitation, the factors referenced later in
this announcement under the caption “Cautionary Information Regarding
Forward-Looking Statements.” These and other factors are discussed in
more detail in the Company’s filings with the Securities and Exchange
Commission.
Excluding $5 to $10 million of estimated expenses in 2013 associated
with the formation of the Company's gTLD initiative, the Company's
guidance for the first quarter ending March 31, 2013 and fiscal year
ending December 31, 2013 is as follows:
First Quarter 2013
Revenue in the range of $100.0 - $102.0 million
Revenue ex-TAC in the range of $94.0 - $96.0 million
Adjusted EBITDA in the range of $23.5 - $25.5 million
Adjusted EPS in the range of $0.07 - $0.08 per share
Weighted average diluted shares 89.0 - 90.0 million
Full Year 2013
Revenue in the range of $435.0 - $443.0 million
Revenue ex-TAC in the range of $410.0 - $418.0 million
Adjusted EBITDA in the range of $110.0 - $115.0 million
Adjusted EPS in the range of $0.39 - $0.43 per share
Weighted average diluted shares 89.0 - 91.0 million
Conference Call and Webcast Information
Demand Media will host a corresponding conference call and live webcast
at 5:00 p.m. Eastern time today. To access the conference call, dial
877.565.1268(for domestic participants) or 937.999.3108(for
international participants). The conference ID is 90583374. To
participate on the live call, analysts should dial-in at least 10
minutes prior to the commencement of the call. A live webcast also will
be available on the Investor Relations section of the Company's
corporate website at http://ir.demandmedia.com
and via replay beginning approximately two hours after the completion of
the call.
About Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared
and presented in accordance with accounting principles generally
accepted in the United States of America (“GAAP”), we use certain
non-GAAP financial measures described below. The presentation of this
additional financial information is not intended to be considered in
isolation or as a substitute for, or superior to, the financial
information prepared and presented in accordance with GAAP. For more
information on these non-GAAP financial measures, please see the tables
captioned “Reconciliation of Non-GAAP Measures to Unaudited Consolidated
Statements of Operations” included at the end of this release.
Effective Q1 2012, the Company began reporting Adjusted EBITDA instead
of Adjusted OIBDA. While the dollar value of each measure is the same, a
comparison of the historical reconciliation of both measures is provided
in our supplemental financial schedules posted on the investor relations
section of our corporate website at http://ir.demandmedia.com.
The non-GAAP financial measures presented in this release are the
primary measures used by the Company's management and board of directors
to understand and evaluate its financial performance and operating
trends, including period to period comparisons, to prepare and approve
its annual budget and to develop short and long term operational plans.
Additionally, Adjusted EBITDA is the primary measure used by the
compensation committee of the Company's board of directors to establish
the funding targets for and fund its annual bonus pool for the Company's
employees and executives. We believe our presented non-GAAP financial
measures are useful to investors both because (1) they allow for greater
transparency with respect to key metrics used by management in its
financial and operational decision-making and (2) management frequently
uses them in its discussions with investors, commercial bankers,
securities analysts and other users of its financial statements.
Revenue ex-TAC is defined by the Company as GAAP revenue less
traffic acquisition costs (TAC). TAC comprises the portion of Content &
Media GAAP revenue shared with the Company's network customers.
Management believes that Revenue ex-TAC is a meaningful measure of
operating performance because it is frequently used for internal
managerial purposes and helps facilitate a more complete
period-to-period understanding of factors and trends affecting the
Company's underlying revenue performance of its Content & Media service
offering.
Adjusted earnings before interest, taxes, depreciation and
amortization (Adjusted EBITDA) is defined by the Company as net
income (loss) before income tax expense, other income (expense),
interest expense (income), depreciation, amortization, stock-based
compensation, as well as the financial impact of acquisition and
realignment costs, the formation expenses directly related to its gTLD
initiative, expenditures related to the separation of Demand Media into
two distinct publicly traded companies, and any gains or losses on
certain asset sales or dispositions. Acquisition and realignment costs
include such items, when applicable, as (1) non-cash GAAP purchase
accounting adjustments for certain deferred revenue and costs, (2)
legal, accounting and other professional fees directly attributable to
acquisition activity, and (3) employee severance payments attributable
to acquisition or corporate realignment activities. Management does not
consider these expenses to be indicative of the Company's ongoing
operating results or future outlook.
Management believes that these non-GAAP financial measures reflect the
Company's business in a manner that allows for meaningful period to
period comparisons and analysis of trends. In particular, the exclusion
of certain expenses in calculating Adjusted EBITDA can provide a useful
measure for period to period comparisons of the Company's underlying
recurring revenue and operating costs, which is focused more closely on
the current costs necessary to utilize previously acquired long-lived
assets. In addition, management believes that it can be useful to
exclude certain non-cash charges because the amount of such expenses is
the result of long-term investment decisions in previous periods rather
than day-to-day operating decisions. For example, due to the long-lived
nature of a majority of its media content, the revenue generated by the
Company's media content assets in a given period bears little
relationship to the amount of its investment in media content in that
same period. Accordingly, management believes that content acquisition
costs represent a discretionary long-term capital investment decision
undertaken at a point in time. This investment decision is clearly
distinguishable from other ongoing business activities, and its
discretionary nature and long-term impact differentiate it from specific
period transactions, decisions regarding day-to-day operations, and
activities that would have an immediate impact on operating or financial
performance if materially changed, deferred or terminated.
Adjusted Earnings Per Share is defined by the Company as Adjusted
Net Income divided by the weighted average number of shares outstanding. Adjusted
Net Income is defined by the Company as net income (loss) before the
effect of stock-based compensation, amortization of intangible assets
acquired via business combinations, accelerated amortization of
intangible assets removed from service, acquisition and realignment
costs, the formation expenses directly related to its gTLD initiative,
expenditures related to the separation of Demand Media into two distinct
publicly traded companies, and any gains or losses on certain asset
sales or dispositions, and is calculated using the application of a
normalized effective tax rate. Acquisition and realignment costs include
such items, when applicable, as (1) non-cash GAAP purchase accounting
adjustments for certain deferred revenue and costs, (2) legal,
accounting and other professional fees directly attributable to
acquisition activity, and (3) employee severance payments attributable
to acquisition or corporate realignment activities. Management does not
consider these expenses to be indicative of the Company's ongoing
operating results or future outlook.
Management believes that Adjusted Net Income and Adjusted Earnings Per
Share provide investors with additional useful information to measure
the Company's underlying financial performance, particularly from period
to period, because these measures are exclusive of certain non-cash
expenses not directly related to the operation of its ongoing business
(such as amortization of intangible assets acquired via business
combinations, as well as certain other non-cash expenses such as
purchase accounting adjustments and stock-based compensation) and
include a normalized effective tax rate based on the Company's statutory
tax rate.
Discretionary Free Cash Flow is defined by the Company as net
cash provided by operating activities excluding cash outflows from
acquisition and realignment activities, the formation expenses directly
related to its gTLD initiative, and expenditures related to the
separation of Demand Media into two distinct publicly traded companies,
less capital expenditures to acquire property and equipment. Free
Cash Flow is defined by the Company as Discretionary Free Cash
Flow less investments in intangible assets and is not impacted by
gTLD application payments, which were $18.2 million in 2012. Management
believes that Discretionary Free Cash Flow and Free Cash Flow provide
investors with additional useful information to measure operating
liquidity because they reflect the Company's underlying cash flows from
recurring operating activities after investing in capital assets and
intangible assets. These measures are used by management, and may also
be useful for investors, to assess the Company's ability to generate
cash flow for a variety of strategic opportunities, including
reinvestment in the business, pursuing new business opportunities,
potential acquisitions, payment of dividends and share repurchases.
The use of these non-GAAP financial measures has certain limitations
because they do not reflect all items of income and expense, or cash
flows that affect the Company's operations. An additional limitation of
these non-GAAP financial measures is that they do not have standardized
meanings, and therefore other companies may use the same or similarly
named measures but exclude different items or use different
computations. Management compensates for these limitations by
reconciling these non-GAAP financial measures to their most comparable
GAAP financial measures within its financial press releases. Non-GAAP
financial measures should be considered in addition to, not as a
substitute for, financial measures prepared in accordance with GAAP.
Further, these non-GAAP financial measures may differ from the non-GAAP
financial information used by other companies, including peer companies,
and therefore comparability may be limited. We encourage investors and
others to review our financial information in its entirety and not rely
on a single financial measure. The accompanying tables have more details
on the GAAP financial measures and the related reconciliations.
About Demand Media
Demand Media, Inc. (NYSE: DMD) is a leading digital media and domain
services company that informs and entertains one of the internet's
largest audiences, helps advertisers find innovative ways to engage with
their customers and enables publishers, individuals and businesses to
expand their online presence. Headquartered in Santa Monica, CA, Demand
Media has offices in North America, South America and Europe. For more
information about Demand Media, please visit www.demandmedia.com.
Cautionary Information Regarding Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended. These forward-looking
statements involve risks and uncertainties regarding the Company's
future financial performance, and are based on current expectations,
estimates and projections about our industry, financial condition,
operating performance and results of operations, including certain
assumptions related thereto. Statements containing words such as
guidance, may, believe, anticipate, expect, intend, plan, project,
projections, business outlook, and estimate or similar expressions
constitute forward-looking statements. Actual results may differ
materially from the results predicted, and reported results should not
be considered an indication of future performance. Potential risks and
uncertainties include, among others: our ability to complete a
separation of our business as announced herein and unanticipated
developments that may delay or negatively impact such a transaction; the
possibility that we may decide not to proceed with the separation of our
business as announced herein if we determine that alternative
opportunities are more favorable to our stockholders; the possibility
that we decide to separate our business in a manner different from that
disclosed herein; the impact and possible disruption to our operations
from pursuing such a separation transaction announced herein; our
ability to retain key personnel; the high costs we will likely incur in
connection with such a transaction, which we would not be able to recoup
if such a transaction is not consummated; the expectation that the
transaction announced herein will be tax-free; revenue and growth
expectations for the two independent companies following the separation
of our business;the ability of each business to operate as an
independent entity upon completion of such a transaction; changes in the
methodologies of internet search engines, including ongoing algorithmic
changes made by Google as well as possible future changes, and the
impact such changes may have on page view growth and driving search
related traffic to our owned and operated websites and the websites of
our network customers; changes in our content creation and distribution
platform, including the possible repurposing of content to alternate
distribution channels, reduced investments in intangible assets or the
sale or removal of content; our ability to successfully launch, produce
and monetize new content formats; the inherent challenges of estimating
the overall impact on page views and search driven traffic to our owned
and operated websites based on the data available to us as internet
search engines continue to make adjustments to their search algorithms;
our ability to compete with new or existing competitors; our ability to
maintain or increase our advertising revenue; our ability to continue to
drive and grow traffic to our owned and operated websites and the
websites of our network customers; our ability to effectively monetize
our portfolio of content; our dependence on material agreements with a
specific business partner for a significant portion of our revenue;
future internal rates of return on content investment and our decision
to invest in different types of content in the future, including premium
video and other formats of text content; our ability to attract and
retain freelance creative professionals; changes in our level of
investment in media content intangibles; the effects of changes or
shifts in internet marketing expenditures, including from text to video
content as well as from desktop to mobile content; the effects of
shifting consumption of media content from desktop to mobile; the
effects of seasonality on traffic to our owned and operated websites and
the websites of our network customers; our ability to continue to add
partners to our registrar platform on competitive terms; our ability to
successfully pursue and implement our gTLD initiative; changes in
stock-based compensation; changes in amortization or depreciation
expense due to a variety of factors; potential write downs, reserves
against or impairment of assets including receivables, goodwill,
intangibles (including media content) or other assets; changes in tax
laws, our business or other factors that would impact anticipated tax
benefits or expenses; our ability to successfully identify, consummate
and integrate acquisitions; our ability to retain key customers and key
personnel; risks associated with litigation; the impact of governmental
regulation; and the effects of discontinuing or discontinued business
operations. From time to time, we may consider acquisitions or
divestitures that, if consummated, could be material. Any
forward-looking statements regarding financial metrics are based upon
the assumption that no such acquisition or divestiture is consummated
during the relevant periods. If an acquisition or divestiture were
consummated, actual results could differ materially from any
forward-looking statements. More information about potential risk
factors that could affect our operating and financial results are
contained in our annual report on Form 10-K for the fiscal year ending
December 31, 2011 filed with the Securities and Exchange Commission ()
on February 24, 2012, and as such risk factors may be updated in our
quarterly reports on Form 10-Q filed with the Securities and Exchange
Commission, including, without limitation, information under the
captions Risk Factors and Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Furthermore, as discussed above, the Company does not intend to
revise or update the information set forth in this press release, except
as required by law, and may not provide this type of information in the
future.
Demand Media, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
Three months ended
Year ended
December 31,
December 31,
2011
2012
2011
2012
Revenue
$
84,415
$
103,142
$
324,866
$
380,578
Operating expenses
Service costs (exclusive of amortization of intangible assets shown
separately below) (1) (2)
40,198
48,865
155,830
181,018
Sales and marketing (1) (2)
9,325
12,823
37,394
46,501
Product development (1) (2)
9,462
9,719
38,146
40,708
General and administrative (1) (2)
13,803
16,171
59,451
63,025
Amortization of intangible assets
16,393
9,460
47,174
40,676
Total operating expenses
89,181
97,038
337,995
371,928
Income (loss) from operations
(4,766
)
6,104
(13,129
)
8,650
Other income (expense)
Interest income
4
8
56
42
Interest expense
(151
)
(157
)
(861
)
(622
)
Other income (expense), net
(75
)
(34
)
(413
)
(111
)
Total other expense
(222
)
(183
)
(1,218
)
(691
)
Income (loss) before income taxes
(4,988
)
5,921
(14,347
)
7,959
Income tax expense
(1,438
)
(1,172
)
(4,177
)
(1,783
)
Net (loss) income
$
(6,426
)
$
4,749
$
(18,524
)
$
6,176
(1) Stock-based compensation expense included in the line
items above:
Service costs
$
711
$
679
$
2,052
$
2,820
Sales and marketing
1,416
1,597
4,857
6,118
Product development
1,364
1,283
5,013
6,452
General and administrative
3,263
3,823
16,934
15,978
Total stock-based compensation expense
$
6,754
$
7,382
$
28,856
$
31,368
(2) Depreciation included in the line items above:
Service costs
$
3,770
$
3,663
$
16,075
$
14,452
Sales and marketing
127
108
423
453
Product development
308
238
1,466
1,025
General and administrative
861
1,025
2,994
3,728
Total depreciation
$
5,066
$
5,034
$
20,958
$
19,658
Income (loss) per common share:
Net income (loss)
$
(6,426
)
$
4,749
$
(18,524
)
$
6,176
Cumulative preferred stock dividends (3)
—
—
(2,477
)
—
Net income (loss) attributable to common stockholders
$
(6,426
)
$
4,749
$
(21,001
)
$
6,176
Net income (loss) per share - basic
(0.08
)
0.06
(0.27
)
0.07
Net income (loss) per share - diluted
(0.08
)
0.05
(0.27
)
0.07
Weighted average number of shares - basic
83,592
86,140
78,646
84,553
Weighted average number of shares - diluted
83,592
88,444
78,646
87,237
____________________
(3)
As a result of the Company’s initial public offering which was
completed on January 31, 2011, all shares of the Company’s preferred
stock were converted to common stock.
Demand Media, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(In thousands)
December 31,
December 31,
2011
2012
Current assets
Cash and cash equivalents
$
86,035
$
102,933
Accounts receivable, net
32,665
45,517
Prepaid expenses and other current assets
8,656
6,041
Deferred registration costs
50,636
57,718
Total current assets
177,992
212,209
Property and equipment, net
32,626
35,467
Intangible assets, net
111,304
91,061
Goodwill
256,060
267,034
Deferred registration costs
9,555
11,320
Other long-term assets
2,566
20,906
Total assets
$
590,103
$
637,997
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
(Deficit)
Current liabilities
Accounts payable
$
10,046
$
10,471
Accrued expenses and other current liabilities
33,932
40,489
Deferred tax liabilities
18,288
18,892
Deferred revenue
71,109
75,142
Total current liabilities
133,375
144,994
Deferred revenue
14,802
15,965
Other liabilities
1,660
4,847
Total liabilities
149,837
165,806
Stockholders’ equity (deficit)
Common stock and additional paid-in capital
528,042
562,703
Treasury stock
(17,064
)
(25,932
)
Accumulated other comprehensive income
59
15
Accumulated deficit
(70,771
)
(64,595
)
Total stockholders’ equity (deficit)
440,266
472,191
Total liabilities, convertible preferred stock and stockholders’
equity (deficit)
$
590,103
$
637,997
Demand Media, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)
Three months ended
Year ended
December 31,
December 31,
2011
2012
2011
2012
Cash flows from operating activities:
Net income (loss)
$
(6,426
)
$
4,749
$
(18,524
)
$
6,176
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization
21,459
14,494
68,132
60,334
Stock-based compensation
6,741
7,382
28,730
31,368
Other
1,128
1,134
3,491
1,717
Net change in operating assets and liabilities, net of effect of
acquisitions
4,322
(1,722
)
3,520
(8,612
)
Net cash provided by operating activities
27,224
26,037
85,349
90,983
Cash flows from investing activities:
Purchases of property and equipment
(4,222
)
(5,283
)
(18,246
)
(17,708
)
Purchases of intangibles
(5,294
)
(4,647
)
(49,283
)
(13,237
)
Payments for gTLD applications
—
—
—
(18,202
)
Cash paid for acquisitions
(38
)
(16,200
)
(31,010
)
(17,480
)
Other
—
—
—
(855
)
Net cash used in investing activities
(9,554
)
(26,130
)
(98,539
)
(67,482
)
Cash flows from financing activities:
Proceeds from issuance of common stock, net
(145
)
—
78,480
—
Repurchases of common stock
(13,336
)
(4,913
)
(17,064
)
(8,869
)
Proceeds from exercises of stock options and contributions to ESPP
3,242
1,451
7,599
12,467
Net taxes paid on RSUs vesting and options exercised
(364
)
(6,151
)
(725
)
(9,496
)
Other
(168
)
(258
)
(1,354
)
(668
)
Net cash provided by (used in) financing activities
(10,771
)
(9,871
)
66,936
(6,566
)
Effect of foreign currency on cash and cash equivalents
(18
)
(19
)
(49
)
(37
)
Change in cash and cash equivalents
6,881
(9,983
)
53,697
16,898
Cash and cash equivalents, beginning of period
79,154
112,916
32,338
86,035
Cash and cash equivalents, end of period
$
86,035
$
102,933
$
86,035
$
102,933
Demand Media, Inc. and Subsidiaries
Reconciliations of Non-GAAP Measures to Unaudited Consolidated
Statements of Operations
(In thousands, except per share amounts)
Three months ended
Year ended
December 31,
December 31,
2011
2012
2011
2012
Revenue ex-TAC:
Content & Media revenue
$
53,032
$
68,633
$
205,450
$
246,399
Less: traffic acquisition costs (TAC)
(3,111
)
(6,332
)
(12,495
)
(19,441
)
Content & Media Revenue ex-TAC
49,921
62,301
192,955
226,958
Registrar revenue
31,383
34,509
119,416
134,179
Total Revenue ex-TAC
$
81,304
$
96,810
$
312,371
$
361,137
Adjusted EBITDA(1):
Net income (loss)
$
(6,426
)
$
4,749
$
(18,524
)
$
6,176
Income tax expense
1,438
1,172
4,177
1,783
Interest and other expense, net
222
183
1,218
691
Depreciation and amortization(2)
21,459
14,494
68,132
60,334
Stock-based compensation
6,754
7,382
28,856
31,368
Acquisition and realignment costs(3)
271
314
2,099
446
gTLD expense(4)
—
1,061
—
2,650
Adjusted EBITDA
$
23,718
$
29,355
$
85,958
$
103,448
Discretionary and Total Free Cash Flow:
Net cash provided by operating activities
$
27,224
$
26,037
$
85,349
$
90,983
Purchases of property and equipment
(4,222
)
(5,283
)
(18,246
)
(17,708
)
Acquisition and realignment cash flows
602
25
1,670
25
gTLD expense cash flows(4)
—
974
—
2,198
Discretionary Free Cash Flow
23,604
21,753
68,773
75,498
Purchases of intangible assets
(5,294
)
(4,647
)
(49,283
)
(13,237
)
Free Cash Flow(4)(5)
$
18,310
$
17,106
$
19,490
$
62,261
Adjusted Net Income:
GAAP net income (loss)
$
(6,426
)
$
4,749
$
(18,524
)
$
6,176
(a) Stock-based compensation
6,754
7,382
28,856
31,368
(b) Amortization of intangible assets - M&A
2,974
2,572
12,773
10,904
(c) Content intangible assets removed from service(2)
5,898
237
5,898
2,055
(d) Acquisition and realignment costs(3)
271
314
2,099
446
(e) gTLD expense(4)
—
1,061
—
2,650
(f) Income tax effect of items (a) - (e) & application of 38%
statutory tax rate to pre-tax income
(2,707
)
(5,473
)
(9,229
)
(19,262
)
Adjusted Net Income
$
6,764
$
10,842
$
21,873
$
34,337
Non-GAAP Adjusted Net Income per share - diluted
$
0.08
$
0.12
$
0.25
$
0.39
Shares used to calculate non-GAAP Adjusted Net Income per share –
diluted(6)
86,758
88,444
88,541
87,237
___________________
(1)
Effective Q1 2012, the Company began reporting Adjusted EBITDA
instead of Adjusted OIBDA. While the dollar value of each measure
does not differ, a comparison of the historical reconciliation of
both measures is provided in our supplemental financial schedules
available on the investor relations section of our corporate website.
(2)
In conjunction with its previously announced plans to improve its
content creation and distribution platform, the Company elected to
remove certain content assets from service, resulting in
accelerated amortization expense of $5.9 million in the fourth
quarter of 2011, and $1.8 million and $0.2 million in the first
and fourth quarter of 2012, respectively.
(3)
Acquisition and realignment costs include such items, when
applicable, as (1) non-cash GAAP purchase accounting adjustments for
certain deferred revenue and costs, (2) legal, accounting and other
professional fees directly attributable to acquisition activity, and
(3) employee severance payments attributable to acquisition or
corporate realignment activities. Management does not consider these
costs to be indicative of the Company's core operating results.
(4)
Comprises formation expenses directly related to the Company's gTLD
initiative that did not generate associated revenue in 2012.
(5)
In 2012, the Company invested $18.2 million in gTLD applications,
which did not impact its recurring Free Cash Flow metric.
(6)
Shares used to calculate non-GAAP Adjusted Net Income per share -
diluted include the weighted average common stock for the periods
presented and all dilutive common stock equivalents at each period.
Amounts have been adjusted in 2011 to reflect the revised capital
structure following the Company's initial public offering which was
completed on January 31, 2011, whereby the Company issued 5,175
shares of common stock and converted certain warrants and all of its
previously outstanding convertible preferred stock into 62,155
shares of common stock as if those transactions were consummated on
January 1, 2011.
Press Release $DMD Demand Media, Inc.
SANTA MONICA, Calif.--(BUSINESS WIRE)-- Demand Media, Inc. (NYSE: DMD), a leading digital media and domain services company, today reported financial results for the fourth quarter and fiscal year ended December 31, 2012.
"We finished the year on a high note, posting record fourth quarter results and completing our fifth consecutive year of record revenue and Adjusted EBITDA," said Richard Rosenblatt, Chairman and CEO of Demand Media. "We improved content quality and diversified our distribution channels by successfully revamping our content platform in 2012, and are now prepared to significantly increase our content investments in 2013. In addition, we became a leader in the generic Top Level Domain opportunity, due to substantial investments we made in 2012. We plan to increase this investment ahead of the expected launch later this year."
Rosenblatt added: "As a result of these two different growth opportunities, we also announced today that our Board of Directors has authorized a plan to explore the separation of our business into two independent publicly-traded companies via a tax-free spin-off. If approved, the separation will facilitate better operational and strategic flexibility, enabling each business to focus on its distinct priorities and growth opportunities."
Year ended
December 31,
10.8
34.3
Free Cash Flow(1)(2)
Q4 2012 Financial Summary:
“In 2012 we generated over $60 million of free cash flow, which more than funded our acquisition of Name.com and the repurchase of nearly $9 million of our common stock,” said Demand Media's CFO Mel Tang. "We plan to continue reinvesting our strong cash flows into long-term growth opportunities, such as our gTLD initiative as well as growing and diversifying our content offerings.”
Business Highlights:
(1) Source: comScore.
Operating Metrics:
Three months ended
December 31,
____________________
Beginning July 1, 2011, the number of net new domains has been adjusted to include only new registered domains added to our platform for which the Company has recognized revenue. Excluding the impact of this change, average revenue per domain during the three months and year ended December 31, 2012 would have increased 1% and decreased 4%, respectively, compared to the corresponding prior-year periods.
Q4 2012 Operating Metrics:
Business Outlook
The following forward-looking information includes certain projections made by management as of the date of this press release. The Company does not intend to revise or update this information, except as required by law, and may not provide this type of information in the future. Due to a variety of factors, actual results may differ significantly from those projected. The factors that may affect results include, without limitation, the factors referenced later in this announcement under the caption “Cautionary Information Regarding Forward-Looking Statements.” These and other factors are discussed in more detail in the Company’s filings with the Securities and Exchange Commission.
Excluding $5 to $10 million of estimated expenses in 2013 associated with the formation of the Company's gTLD initiative, the Company's guidance for the first quarter ending March 31, 2013 and fiscal year ending December 31, 2013 is as follows:
First Quarter 2013
Full Year 2013
Conference Call and Webcast Information
Demand Media will host a corresponding conference call and live webcast at 5:00 p.m. Eastern time today. To access the conference call, dial 877.565.1268 (for domestic participants) or 937.999.3108 (for international participants). The conference ID is 90583374. To participate on the live call, analysts should dial-in at least 10 minutes prior to the commencement of the call. A live webcast also will be available on the Investor Relations section of the Company's corporate website at http://ir.demandmedia.com and via replay beginning approximately two hours after the completion of the call.
About Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we use certain non-GAAP financial measures described below. The presentation of this additional financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the tables captioned “Reconciliation of Non-GAAP Measures to Unaudited Consolidated Statements of Operations” included at the end of this release.
Effective Q1 2012, the Company began reporting Adjusted EBITDA instead of Adjusted OIBDA. While the dollar value of each measure is the same, a comparison of the historical reconciliation of both measures is provided in our supplemental financial schedules posted on the investor relations section of our corporate website at http://ir.demandmedia.com. The non-GAAP financial measures presented in this release are the primary measures used by the Company's management and board of directors to understand and evaluate its financial performance and operating trends, including period to period comparisons, to prepare and approve its annual budget and to develop short and long term operational plans. Additionally, Adjusted EBITDA is the primary measure used by the compensation committee of the Company's board of directors to establish the funding targets for and fund its annual bonus pool for the Company's employees and executives. We believe our presented non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) management frequently uses them in its discussions with investors, commercial bankers, securities analysts and other users of its financial statements.
Revenue ex-TAC is defined by the Company as GAAP revenue less traffic acquisition costs (TAC). TAC comprises the portion of Content & Media GAAP revenue shared with the Company's network customers. Management believes that Revenue ex-TAC is a meaningful measure of operating performance because it is frequently used for internal managerial purposes and helps facilitate a more complete period-to-period understanding of factors and trends affecting the Company's underlying revenue performance of its Content & Media service offering.
Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is defined by the Company as net income (loss) before income tax expense, other income (expense), interest expense (income), depreciation, amortization, stock-based compensation, as well as the financial impact of acquisition and realignment costs, the formation expenses directly related to its gTLD initiative, expenditures related to the separation of Demand Media into two distinct publicly traded companies, and any gains or losses on certain asset sales or dispositions. Acquisition and realignment costs include such items, when applicable, as (1) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (2) legal, accounting and other professional fees directly attributable to acquisition activity, and (3) employee severance payments attributable to acquisition or corporate realignment activities. Management does not consider these expenses to be indicative of the Company's ongoing operating results or future outlook.
Management believes that these non-GAAP financial measures reflect the Company's business in a manner that allows for meaningful period to period comparisons and analysis of trends. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period to period comparisons of the Company's underlying recurring revenue and operating costs, which is focused more closely on the current costs necessary to utilize previously acquired long-lived assets. In addition, management believes that it can be useful to exclude certain non-cash charges because the amount of such expenses is the result of long-term investment decisions in previous periods rather than day-to-day operating decisions. For example, due to the long-lived nature of a majority of its media content, the revenue generated by the Company's media content assets in a given period bears little relationship to the amount of its investment in media content in that same period. Accordingly, management believes that content acquisition costs represent a discretionary long-term capital investment decision undertaken at a point in time. This investment decision is clearly distinguishable from other ongoing business activities, and its discretionary nature and long-term impact differentiate it from specific period transactions, decisions regarding day-to-day operations, and activities that would have an immediate impact on operating or financial performance if materially changed, deferred or terminated.
Adjusted Earnings Per Share is defined by the Company as Adjusted Net Income divided by the weighted average number of shares outstanding. Adjusted Net Income is defined by the Company as net income (loss) before the effect of stock-based compensation, amortization of intangible assets acquired via business combinations, accelerated amortization of intangible assets removed from service, acquisition and realignment costs, the formation expenses directly related to its gTLD initiative, expenditures related to the separation of Demand Media into two distinct publicly traded companies, and any gains or losses on certain asset sales or dispositions, and is calculated using the application of a normalized effective tax rate. Acquisition and realignment costs include such items, when applicable, as (1) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (2) legal, accounting and other professional fees directly attributable to acquisition activity, and (3) employee severance payments attributable to acquisition or corporate realignment activities. Management does not consider these expenses to be indicative of the Company's ongoing operating results or future outlook.
Management believes that Adjusted Net Income and Adjusted Earnings Per Share provide investors with additional useful information to measure the Company's underlying financial performance, particularly from period to period, because these measures are exclusive of certain non-cash expenses not directly related to the operation of its ongoing business (such as amortization of intangible assets acquired via business combinations, as well as certain other non-cash expenses such as purchase accounting adjustments and stock-based compensation) and include a normalized effective tax rate based on the Company's statutory tax rate.
Discretionary Free Cash Flow is defined by the Company as net cash provided by operating activities excluding cash outflows from acquisition and realignment activities, the formation expenses directly related to its gTLD initiative, and expenditures related to the separation of Demand Media into two distinct publicly traded companies, less capital expenditures to acquire property and equipment. Free Cash Flow is defined by the Company as Discretionary Free Cash Flow less investments in intangible assets and is not impacted by gTLD application payments, which were $18.2 million in 2012. Management believes that Discretionary Free Cash Flow and Free Cash Flow provide investors with additional useful information to measure operating liquidity because they reflect the Company's underlying cash flows from recurring operating activities after investing in capital assets and intangible assets. These measures are used by management, and may also be useful for investors, to assess the Company's ability to generate cash flow for a variety of strategic opportunities, including reinvestment in the business, pursuing new business opportunities, potential acquisitions, payment of dividends and share repurchases.
The use of these non-GAAP financial measures has certain limitations because they do not reflect all items of income and expense, or cash flows that affect the Company's operations. An additional limitation of these non-GAAP financial measures is that they do not have standardized meanings, and therefore other companies may use the same or similarly named measures but exclude different items or use different computations. Management compensates for these limitations by reconciling these non-GAAP financial measures to their most comparable GAAP financial measures within its financial press releases. Non-GAAP financial measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. Further, these non-GAAP financial measures may differ from the non-GAAP financial information used by other companies, including peer companies, and therefore comparability may be limited. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. The accompanying tables have more details on the GAAP financial measures and the related reconciliations.
About Demand Media
Demand Media, Inc. (NYSE: DMD) is a leading digital media and domain services company that informs and entertains one of the internet's largest audiences, helps advertisers find innovative ways to engage with their customers and enables publishers, individuals and businesses to expand their online presence. Headquartered in Santa Monica, CA, Demand Media has offices in North America, South America and Europe. For more information about Demand Media, please visit www.demandmedia.com.
Cautionary Information Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements involve risks and uncertainties regarding the Company's future financial performance, and are based on current expectations, estimates and projections about our industry, financial condition, operating performance and results of operations, including certain assumptions related thereto. Statements containing words such as guidance, may, believe, anticipate, expect, intend, plan, project, projections, business outlook, and estimate or similar expressions constitute forward-looking statements. Actual results may differ materially from the results predicted, and reported results should not be considered an indication of future performance. Potential risks and uncertainties include, among others: our ability to complete a separation of our business as announced herein and unanticipated developments that may delay or negatively impact such a transaction; the possibility that we may decide not to proceed with the separation of our business as announced herein if we determine that alternative opportunities are more favorable to our stockholders; the possibility that we decide to separate our business in a manner different from that disclosed herein; the impact and possible disruption to our operations from pursuing such a separation transaction announced herein; our ability to retain key personnel; the high costs we will likely incur in connection with such a transaction, which we would not be able to recoup if such a transaction is not consummated; the expectation that the transaction announced herein will be tax-free; revenue and growth expectations for the two independent companies following the separation of our business; the ability of each business to operate as an independent entity upon completion of such a transaction; changes in the methodologies of internet search engines, including ongoing algorithmic changes made by Google as well as possible future changes, and the impact such changes may have on page view growth and driving search related traffic to our owned and operated websites and the websites of our network customers; changes in our content creation and distribution platform, including the possible repurposing of content to alternate distribution channels, reduced investments in intangible assets or the sale or removal of content; our ability to successfully launch, produce and monetize new content formats; the inherent challenges of estimating the overall impact on page views and search driven traffic to our owned and operated websites based on the data available to us as internet search engines continue to make adjustments to their search algorithms; our ability to compete with new or existing competitors; our ability to maintain or increase our advertising revenue; our ability to continue to drive and grow traffic to our owned and operated websites and the websites of our network customers; our ability to effectively monetize our portfolio of content; our dependence on material agreements with a specific business partner for a significant portion of our revenue; future internal rates of return on content investment and our decision to invest in different types of content in the future, including premium video and other formats of text content; our ability to attract and retain freelance creative professionals; changes in our level of investment in media content intangibles; the effects of changes or shifts in internet marketing expenditures, including from text to video content as well as from desktop to mobile content; the effects of shifting consumption of media content from desktop to mobile; the effects of seasonality on traffic to our owned and operated websites and the websites of our network customers; our ability to continue to add partners to our registrar platform on competitive terms; our ability to successfully pursue and implement our gTLD initiative; changes in stock-based compensation; changes in amortization or depreciation expense due to a variety of factors; potential write downs, reserves against or impairment of assets including receivables, goodwill, intangibles (including media content) or other assets; changes in tax laws, our business or other factors that would impact anticipated tax benefits or expenses; our ability to successfully identify, consummate and integrate acquisitions; our ability to retain key customers and key personnel; risks associated with litigation; the impact of governmental regulation; and the effects of discontinuing or discontinued business operations. From time to time, we may consider acquisitions or divestitures that, if consummated, could be material. Any forward-looking statements regarding financial metrics are based upon the assumption that no such acquisition or divestiture is consummated during the relevant periods. If an acquisition or divestiture were consummated, actual results could differ materially from any forward-looking statements. More information about potential risk factors that could affect our operating and financial results are contained in our annual report on Form 10-K for the fiscal year ending December 31, 2011 filed with the Securities and Exchange Commission () on February 24, 2012, and as such risk factors may be updated in our quarterly reports on Form 10-Q filed with the Securities and Exchange Commission, including, without limitation, information under the captions Risk Factors and Management's Discussion and Analysis of Financial Condition and Results of Operations.
Furthermore, as discussed above, the Company does not intend to revise or update the information set forth in this press release, except as required by law, and may not provide this type of information in the future.
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
____________________
Unaudited Condensed Consolidated Balance Sheets
(In thousands)
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)
Reconciliations of Non-GAAP Measures to Unaudited Consolidated Statements of Operations
(In thousands, except per share amounts)
Year ended
(49,283
(13,237
19,490
62,261
2,572
10,904
(5,473
(19,262
10,842
34,337
___________________
In conjunction with its previously announced plans to improve its content creation and distribution platform, the Company elected to remove certain content assets from service, resulting in accelerated amortization expense of $5.9 million in the fourth quarter of 2011, and $1.8 million and $0.2 million in the first and fourth quarter of 2012, respectively.
Unaudited GAAP Revenue, by Revenue Source
(In thousands)
Demand Media
Investor Contact:
Julie MacMedan
310-917-6485
Julie.MacMedan@demandmedia.com
or
Media Contact:
Kristen Moore
310-917-6432
Kristen.Moore@demandmedia.com
Source: Demand Media, Inc.