-
Q4 Revenue ex-TAC Declines 3% Year-over-Year and 2013 Revenue
ex-TAC Increases 5% Year-over-Year
-
Q4 and 2013 Registrar Revenue Increases 12% and 10% Year-over-Year,
Respectively
-
Signed 14 New gTLD Registry Operator Agreements to Date
-
Q4 and 2013 Free Cash Flow of $8.3 Million and $44.4 Million,
Respectively
SANTA MONICA, Calif.--(BUSINESS WIRE)--
Demand
Media, Inc. (NYSE: DMD), a leading digital content & media and
domain name services company, today reported financial results for the
fourth quarter and fiscal year ended December 31, 2013.
"The fourth quarter was highlighted by solid performance from Society6,
Content Solutions and our registrar business, offset by continued
declines in the Company’s core eHow business. Additionally, we have made
steady progress against key initiatives, such as product improvements on
Society6 and relaunching the Livestrong.com website, while continuing to
prepare for our upcoming spin-off of Rightside Group,” said
Shawn Colo
,
Interim CEO of Demand Media. "I continue to be excited about long-term
strategic opportunities within our large and growing markets.”
|
Financial Summary
|
In millions, except per share amounts
|
|
|
|
Three months ended
December 31,
|
|
|
Year ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
2013
|
|
|
2012
|
|
|
Change
|
Total Revenue
|
|
|
$
|
96.7
|
|
|
|
$
|
103.1
|
|
|
(6
|
%)
|
|
|
$
|
394.6
|
|
|
|
$
|
380.6
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Content & Media Revenue ex-TAC(1)
|
|
|
$
|
55.4
|
|
|
|
$
|
62.3
|
|
|
(11
|
%)
|
|
|
$
|
230.4
|
|
|
|
$
|
227.0
|
|
|
1
|
%
|
Registrar Revenue
|
|
|
|
38.6
|
|
|
|
|
34.5
|
|
|
12
|
%
|
|
|
|
148.2
|
|
|
|
|
134.2
|
|
|
10
|
%
|
Total Revenue ex-TAC(1)
|
|
|
$
|
94.0
|
|
|
|
$
|
96.8
|
|
|
(3
|
%)
|
|
|
$
|
378.6
|
|
|
|
$
|
361.2
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from Operations
|
|
|
$
|
(11.3
|
)
|
|
|
$
|
6.1
|
|
|
NA
|
|
|
|
$
|
(18.5
|
)
|
|
|
$
|
8.7
|
|
|
NA
|
|
Adjusted EBITDA(1)
|
|
|
$
|
18.0
|
|
|
|
$
|
29.4
|
|
|
(39
|
%)
|
|
|
$
|
88.4
|
|
|
|
$
|
103.4
|
|
|
(15
|
%)
|
Net income (loss)
|
|
|
$
|
(11.5
|
)
|
|
|
$
|
4.7
|
|
|
NA
|
|
|
|
$
|
(20.2
|
)
|
|
|
$
|
6.2
|
|
|
NA
|
|
Adjusted net income(1)
|
|
|
$
|
3.0
|
|
|
|
$
|
10.8
|
|
|
(72
|
%)
|
|
|
$
|
23.2
|
|
|
|
$
|
34.3
|
|
|
(32
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPS – diluted
|
|
|
$
|
(0.13
|
)
|
|
|
$
|
0.05
|
|
|
NA
|
|
|
|
$
|
(0.23
|
)
|
|
|
$
|
0.07
|
|
|
NA
|
|
Adjusted EPS – diluted(1)
|
|
|
$
|
0.03
|
|
|
|
$
|
0.12
|
|
|
(75
|
%)
|
|
|
$
|
0.26
|
|
|
|
$
|
0.39
|
|
|
(33
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow from Operations
|
|
|
$
|
9.7
|
|
|
|
$
|
26.0
|
|
|
(63
|
%)
|
|
|
$
|
76.2
|
|
|
|
$
|
91.0
|
|
|
(16
|
%)
|
Free Cash Flow(1)
|
|
|
$
|
8.3
|
|
|
|
$
|
17.1
|
|
|
(51
|
%)
|
|
|
$
|
44.4
|
|
|
|
$
|
62.3
|
|
|
(29
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
|
(1)
|
|
These non-GAAP financial measures are described below and reconciled
to their comparable GAAP measures in the accompanying tables.
|
|
|
|
Q4 2013 Financial Summary:
-
Total revenue ex-TAC declined 3% year-over-year, with 12%
year-over-year growth in Registrar revenue offset by an 11% decline in
Content & Media revenue ex-TAC. Excluding the acquisitions of Society6
and Name.com, total revenue ex-TAC decreased 15%.
-
Registrar revenue grew 12% year-over-year, primarily due to the
addition of Name.com, which was acquired at the end of Q4 2012.
Excluding the acquisition of Name.com, Registrar revenue increased
2%.
-
Owned & Operated revenue decline of 5% was driven primarily by
reductions in search engine referral traffic, offset by revenue of
$8.4 million from Society6, which was acquired at the end of Q2
2013. Excluding the acquisition of Society6, Owned & Operated
revenue decreased 23%.
-
Network revenue ex-TAC declined 31% due primarily to $3.5 million
less revenue from the Company's YouTube Channels as well as
declines in the Company’s Social Media and Network Monetization
businesses, offset partially by growth in Content Solutions.
-
Adjusted EBITDA decreased 39% year-over-year, primarily reflecting the
negative impact from search engine referral traffic on high-margin
revenues and a mix shift to lower margin commerce and Registrar
revenue.
“We generated over $8 million of free cash flow in the fourth quarter
and over $44 million for the year," said Demand Media's CFO
Mel Tang
.
"We will continue to invest our free cash flow into our strategic
content, commerce and new gTLD initiatives."
Business Highlights:
Content & Media:
-
January 2014 US and Worldwide comScore Rankings:
-
On a consolidated basis, Demand Media ranked as the #19 US web
property and Demand Media's properties reached more than 88
million unique users worldwide.
-
eHow.com ranked as the #27 website in the US and reached more than
50 million unique users worldwide.
-
Livestrong / eHow Health ranked as the #3 Health property in the
US, with more than 20 million unique users worldwide.
-
Cracked ranked as the #5 Humor property in the US, with more than
8 million unique users worldwide.
-
In Q4 2013, our Content Solutions business, which delivers custom and
hosted content marketing services to partners, grew revenue ex-TAC 50%
year-over-year to $2.8 million.
-
During Q4 2013, Society6 had a record $8.4 million of revenue and its
sales on Cyber Monday increased 73% year-over-year. Society6 also
expanded its product line-up to include mugs, baby onesies, kids
T-shirts and a calendar created in collaboration with the artist
community.
Domain Name Services:
-
Launched our back-end registry platform in Q4 2013, powering the
launch for over 60 new gTLDs and over 150,000 domain registrations to
date.
-
Signed our first registry operator agreements with ICANN in Q4 2013,
and have signed 14 agreements to date, including .dance, .democrat,
.immobilien and .ninja, which are currently in their 'sunrise' launch
phase.
-
Our registry entered into its first agreements with registrars to
distribute our owned gTLDs, with over 40 signed to date.
-
Our eNom and Name.com registrar channels signed agreements with new
registry operators to distribute new gTLDs and have launched over 80
new gTLDs to date.
Operating Metrics:
|
|
|
|
|
|
|
|
|
|
|
Three months ended
December 31,
|
|
|
Year ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
%
Change
|
|
|
2013
|
|
|
2012
|
|
|
%
Change
|
Content & Media Metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned and operated websites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page views(1) (in millions)
|
|
|
4,054
|
|
|
3,354
|
|
|
21
|
%
|
|
|
16,348
|
|
|
13,192
|
|
|
24
|
%
|
RPM(2)
|
|
|
$
|
11.38
|
|
|
$
|
14.55
|
|
|
(22
|
)%
|
|
|
$
|
11.96
|
|
|
$
|
13.53
|
|
|
(12
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network of customer websites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page views(1) (in millions)
|
|
|
2,245
|
|
|
4,530
|
|
|
(50
|
)%
|
|
|
16,793
|
|
|
18,989
|
|
|
(12
|
)%
|
RPM(2)
|
|
|
$
|
5.30
|
|
|
$
|
4.38
|
|
|
21
|
%
|
|
|
$
|
3.03
|
|
|
$
|
3.58
|
|
|
(15
|
)%
|
RPM ex-TAC(3)
|
|
|
$
|
4.12
|
|
|
$
|
2.98
|
|
|
38
|
%
|
|
|
$
|
2.08
|
|
|
$
|
2.55
|
|
|
(18
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registrar Metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of Period # of Domains(4) (in millions)
|
|
|
15.0
|
|
|
13.7
|
|
|
9
|
%
|
|
|
15.0
|
|
|
13.7
|
|
|
9
|
%
|
Average Revenue per Domain(5)
|
|
|
$
|
10.47
|
|
|
$
|
10.09
|
|
|
4
|
%
|
|
|
$
|
10.36
|
|
|
$
|
10.19
|
|
|
2
|
%
|
____________________
|
(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)
|
|
A domain is defined as an individual domain name registered by a
third-party customer on our platform for which we have begun to
recognize revenue.
|
(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.
|
|
|
|
Q4 2013 Operating Metrics:
-
Owned & Operated page views increased 21% year-over-year to 4.1
billion, driven primarily by mobile page view growth on our core Owned
& Operated sites, which more than offset significant declines in
search engine referral traffic. Owned & Operated RPM decreased 22%
year-over-year, reflecting the mix shift to lower yielding mobile page
views as well as lower direct display advertising, offset partially by
increased revenue from Society6.
-
Revenue per visit to our Owned & Operated Content sites was $0.05, up
25% year-over-year.
-
Network page views decreased 50% year-over-year to 2.2 billion,
reflecting the Company’s decision in Q3 2013 to focus its monetization
efforts on its Owned & Operated properties. Additionally, there were
lower reported page views from its Pluck customers. Network RPM ex-TAC
increased 38% year-over-year, reflecting higher monetization of our
Social Media and Monetization page views.
-
End of period domains increased 9% year-over-year to 15.0 million,
driven by the acquisition of Name.com, with average revenue per domain
up 4% year-over-year, due to higher average revenue per domain on
Name.com.
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 risk factors are discussed
in more detail in the Company’s filings with the Securities and Exchange
Commission.
Due to the planned separation of the Company’s domain name services
business and evolution of its content and media business, the Company is
replacing quarterly and annual guidance with a discussion of expected
short and long term trends.
In 2014, the Company expects the following:
-
Slightly declining revenue year-over-year driven by the Company’s
shift away from traditional branded display sales and continued
declines in eHow coupled with product and ad format changes to improve
user experience, offset partially by growth in Society6, Content
Solutions and Registrar revenue.
-
Adjusted EBITDA margins in the mid-teens, reflective of the inclusion
of $8-$10 million of annual gTLD operating expenses post the launch of
our first gTLDs in February 2014, $10-$15 million of operating expense
related to content remediation and infrastructure ramp for Society6
and Content Solutions, and a revenue mix shift to lower margin
commerce and domain name services revenue.
-
Significant free cash flow generation.
Longer term, the Company expects the following:
-
Demand Media standalone revenue driven by a return to growth in eHow,
as well as our growing Content Solutions and commerce businesses
contributing a significantly higher percentage of total revenue.
-
Rightside revenue driven by growth in domain name services revenue
from the new gTLD opportunity, partially offset by continued declines
in domain parking revenue.
-
For both businesses, we expect margin expansion and to continue to
generate significant free cash flow.
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
877.430.7751 and reference conference ID 51526222. 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 “Reconciliations of Non-GAAP Measures” included at the end of
this release.
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 has been 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, interest and other income
(expense), 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, net gains or
losses on withdrawals of interest in gTLD applications, 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, (3) employee severance payments
attributable to acquisition or corporate realignment activities and (4)
expenditures related to the separation of Demand Media into two distinct
publicly traded companies. Management does not consider these expenses
to be indicative of the Company's ongoing operating results or future
outlook.
Management believes that this non-GAAP financial measure reflects 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 (Adjusted EPS) 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 content intangible assets removed from
service, acquisition and realignment costs, the formation expenses
directly related to its gTLD initiative, net gains or losses on
withdrawals of interest in gTLD applications, 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, (3) employee severance payments
attributable to acquisition or corporate realignment activities, and (4)
expenditures related to the separation of Demand Media into two distinct
publicly traded companies. 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 EPS 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, including expenditures related
to the separation of Demand Media into two distinct publicly traded
companies, and the formation expenses directly related to its gTLD
initiative, 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
net payments for gTLD applications, which were $3.9 million and $18.2
million for the twelve months ended December 31, 2013 and 2012,
respectively, or net proceeds from the withdrawal of interest in gTLD
applications, which were $5.6 million for the year ended December 31,
2013. 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
name 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.
About Rightside
Rightside™ inspires and delivers new possibilities for consumers and
businesses to define and present themselves online. The company, with
its affiliates, is a leading provider of domain name services, offering
one of the industry’s most comprehensive platforms for the discovery,
registration, development, and monetization of domain names. This
includes 15 million names under management, the most widely used domain
name reseller platform, more than 20,000 distribution partners, an
award-winning retail registrar, the leading domain name auction service
through its NameJet joint venture and an interest in more than 100 new
Top Level Domain registry operator agreements or applications through
Rightside affiliate, United TLD Holdco Limited, trading as Rightside
Registry. Following its planned separation from Demand Media, Rightside
will be home to some of the most admired brands in the industry,
including eNom, Name.com,
and NameJet (in
partnership with Web.com). Headquartered in Kirkland, WA, Rightside has
offices in North America, Europe and Australia. For more information
please visit www.rightside.co.
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 that could affect our operating and financial results are
described in our annual report on Form 10-K for the fiscal year ending
December 31, 2012 filed with the Securities and Exchange Commission (http://www.sec.gov)
on March 5, 2013,as such risks and uncertainties may be updated in our
annual and quarterly reports on Form 10-K and 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. These
risks and uncertainties include, among others: our ability to complete a
separation of our business into two separate public companies 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 previously announced if we determine that
alternative opportunities are more favorable to our stockholders; the
impact and possible disruption to our operations from pursuing the
separation transaction; the expectation that the separation transaction
will be tax-free; revenue and growth expectations for the two
independent companies, and the ability of each company to operate as an
independent entity, following the separation 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 & operated websites and the websites
of our network customers; the impact of product and ad format changes to
improve user experience; 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
grow adjacent lines of business such as commerce and content solutions
as part of our growth strategy; the effects of shifting consumption of
media content from desktop to mobile; our ability to successfully pursue
and implement our gTLD initiative; our dependence on material agreements
with a specific business partner for a significant portion of our
revenue; 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; and our ability to retain key
personnel. 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. 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
December 31,
|
|
Year ended
December 31,
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Revenue
|
$
|
96,661
|
|
|
$
|
103,142
|
|
|
$
|
394,598
|
|
|
$
|
380,578
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Service costs (exclusive of amortization of intangible assets shown
separately below) (1) (2)
|
55,127
|
|
|
48,865
|
|
|
204,763
|
|
|
181,018
|
|
Sales and marketing (1) (2)
|
9,587
|
|
|
12,823
|
|
|
46,445
|
|
|
46,501
|
|
Product development (1) (2)
|
10,920
|
|
|
9,719
|
|
|
44,187
|
|
|
40,708
|
|
General and administrative (1) (2)
|
18,677
|
|
|
16,171
|
|
|
73,277
|
|
|
63,025
|
|
Amortization of intangible assets
|
13,685
|
|
|
9,460
|
|
|
44,409
|
|
|
40,676
|
|
Total operating expenses
|
107,996
|
|
|
97,038
|
|
|
413,081
|
|
|
371,928
|
|
Income (loss) from operations
|
(11,335
|
)
|
|
6,104
|
|
|
(18,483
|
)
|
|
8,650
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
5
|
|
|
8
|
|
|
21
|
|
|
42
|
|
Interest expense
|
(668
|
)
|
|
(157
|
)
|
|
(1,642
|
)
|
|
(622
|
)
|
Other income (expense), net
|
(12
|
)
|
|
(34
|
)
|
|
(61
|
)
|
|
(111
|
)
|
Gain on sale of assets
|
1,666
|
|
|
-
|
|
|
4,232
|
|
|
-
|
|
Income (loss) before income taxes
|
(10,344
|
)
|
|
5,921
|
|
|
(15,933
|
)
|
|
7,959
|
|
Income tax expense
|
(1,177
|
)
|
|
(1,172
|
)
|
|
(4,241
|
)
|
|
(1,783
|
)
|
Net income (loss)
|
$
|
(11,521
|
)
|
|
$
|
4,749
|
|
|
$
|
(20,174
|
)
|
|
$
|
6,176
|
|
|
|
|
|
|
|
|
|
|
|
(1) Stock-based compensation expense included in the line
items above:
|
|
|
|
|
|
|
|
|
Service costs
|
$
|
700
|
|
|
$
|
679
|
|
|
$
|
2,778
|
|
|
$
|
2,820
|
|
Sales and marketing
|
851
|
|
|
1,597
|
|
|
5,328
|
|
|
6,118
|
|
Product development
|
1,084
|
|
|
1,283
|
|
|
5,186
|
|
|
6,452
|
|
General and administrative
|
3,120
|
|
|
3,823
|
|
|
14,092
|
|
|
15,978
|
|
Total stock-based compensation expense
|
$
|
5,755
|
|
|
$
|
7,382
|
|
|
$
|
27,384
|
|
|
$
|
31,368
|
|
(2) Depreciation expense included in the line items above:
|
|
|
|
|
|
|
|
|
Service costs
|
$
|
3,352
|
|
|
$
|
3,663
|
|
|
$
|
14,213
|
|
|
$
|
14,452
|
|
Sales and marketing
|
84
|
|
|
108
|
|
|
379
|
|
|
453
|
|
Product development
|
203
|
|
|
238
|
|
|
865
|
|
|
1,025
|
|
General and administrative
|
1,527
|
|
|
1,025
|
|
|
5,044
|
|
|
3,728
|
|
Total depreciation expense
|
$
|
5,166
|
|
|
$
|
5,034
|
|
|
$
|
20,501
|
|
|
$
|
19,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share – basic
|
$
|
(0.13
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.23
|
)
|
|
$
|
0.07
|
|
Net income (loss) per share – diluted
|
$
|
(0.13
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.23
|
)
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares - basic
|
90,310
|
|
|
86,140
|
|
|
88,534
|
|
|
84,553
|
|
Weighted average number of shares - diluted
|
90,310
|
|
|
88,444
|
|
|
88,534
|
|
|
87,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand Media, Inc. and Subsidiaries
|
Unaudited Condensed Consolidated Balance Sheets
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2013
|
|
|
|
|
December 31,
2012
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
$
|
153,511
|
|
|
|
|
|
$
|
102,933
|
|
Accounts receivable, net
|
|
|
|
|
33,301
|
|
|
|
|
|
45,517
|
|
Prepaid expenses and other current assets
|
|
|
|
|
7,826
|
|
|
|
|
|
6,041
|
|
Deferred registration costs
|
|
|
|
|
66,273
|
|
|
|
|
|
57,718
|
|
Total current assets
|
|
|
|
|
260,911
|
|
|
|
|
|
212,209
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
|
|
42,193
|
|
|
|
|
|
35,467
|
|
Intangible assets, net
|
|
|
|
|
88,766
|
|
|
|
|
|
91,746
|
|
Goodwill
|
|
|
|
|
347,382
|
|
|
|
|
|
266,349
|
|
Deferred registration costs, less current portion
|
|
|
|
|
12,514
|
|
|
|
|
|
11,320
|
|
Other long-term assets
|
|
|
|
|
25,322
|
|
|
|
|
|
20,906
|
|
Total assets
|
|
|
|
|
$
|
777,088
|
|
|
|
|
|
$
|
637,997
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
|
|
$
|
12,814
|
|
|
|
|
|
$
|
10,471
|
|
Accrued expenses and other current liabilities
|
|
|
|
|
34,679
|
|
|
|
|
|
40,489
|
|
Deferred tax liabilities
|
|
|
|
|
22,415
|
|
|
|
|
|
18,892
|
|
Current portion of long-term debt
|
|
|
|
|
15,000
|
|
|
|
|
|
-
|
|
Deferred revenue
|
|
|
|
|
84,955
|
|
|
|
|
|
75,142
|
|
Total current liabilities
|
|
|
|
|
169,863
|
|
|
|
|
|
144,994
|
|
Deferred revenue, less current portion
|
|
|
|
|
16,929
|
|
|
|
|
|
15,965
|
|
Long-term debt
|
|
|
|
|
81,250
|
|
|
|
|
|
-
|
|
Other liabilities
|
|
|
|
|
13,041
|
|
|
|
|
|
4,847
|
|
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
Common stock and additional paid-in capital
|
|
|
|
|
611,039
|
|
|
|
|
|
562,703
|
|
Treasury stock
|
|
|
|
|
(30,767
|
)
|
|
|
|
|
(25,932
|
)
|
Accumulated other comprehensive income
|
|
|
|
|
502
|
|
|
|
|
|
15
|
|
Accumulated deficit
|
|
|
|
|
(84,769
|
)
|
|
|
|
|
(64,595
|
)
|
Total stockholders’ equity
|
|
|
|
|
496,005
|
|
|
|
|
|
472,191
|
|
Total liabilities and stockholders’ equity
|
|
|
|
|
$
|
777,088
|
|
|
|
|
|
$
|
637,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand Media, Inc. and Subsidiaries
|
Unaudited Condensed Consolidated Statements of Cash Flows
|
(In thousands)
|
|
|
|
|
Three months ended
December 31,
|
|
|
Year ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
$
|
(11,521
|
)
|
|
|
$
|
4,749
|
|
|
|
$
|
(20,174
|
)
|
|
|
$
|
6,176
|
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
18,851
|
|
|
|
14,494
|
|
|
|
64,910
|
|
|
|
60,334
|
|
Stock-based compensation
|
|
|
5,755
|
|
|
|
7,382
|
|
|
|
27,384
|
|
|
|
31,368
|
|
Gain on other assets, net
|
|
|
(1,666
|
)
|
|
|
-
|
|
|
|
(4,232
|
)
|
|
|
-
|
|
Other
|
|
|
691
|
|
|
|
1,134
|
|
|
|
3,038
|
|
|
|
1,717
|
|
Net change in operating assets and liabilities, net of effect of
acquisitions
|
|
|
(2,375
|
)
|
|
|
(1,722
|
)
|
|
|
5,237
|
|
|
|
(8,612
|
)
|
Net cash provided by operating activities
|
|
|
9,735
|
|
|
|
26,037
|
|
|
|
76,163
|
|
|
|
90,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(3,986
|
)
|
|
|
(5,283
|
)
|
|
|
(26,746
|
)
|
|
|
(17,708
|
)
|
Purchases of intangibles
|
|
|
(3,509
|
)
|
|
|
(4,647
|
)
|
|
|
(16,772
|
)
|
|
|
(13,237
|
)
|
Proceeds from gTLD withdrawals, net
|
|
|
2,740
|
|
|
|
-
|
|
|
|
5,616
|
|
|
|
-
|
|
Payments for gTLD applications, net
|
|
|
(3,546
|
)
|
|
|
(16,200
|
)
|
|
|
(3,949
|
)
|
|
|
(18,202
|
)
|
Cash paid for acquisitions
|
|
|
(397
|
)
|
|
|
-
|
|
|
|
(73,626
|
)
|
|
|
(17,480
|
)
|
Change in restricted cash
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(855
|
)
|
Other
|
|
|
473
|
|
|
|
-
|
|
|
|
942
|
|
|
|
-
|
|
Net cash used in investing activities
|
|
|
(8,225
|
)
|
|
|
(26,130
|
)
|
|
|
(114,535
|
)
|
|
|
(67,482
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt borrowings
|
|
|
50,000
|
|
|
|
-
|
|
|
|
120,000
|
|
|
|
-
|
|
Long-term debt repayments
|
|
|
(3,750
|
)
|
|
|
-
|
|
|
|
(23,750
|
)
|
|
|
-
|
|
Debt issuance costs
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,936
|
)
|
|
|
(144
|
)
|
Repurchases of common stock
|
|
|
-
|
|
|
|
(4,913
|
)
|
|
|
(4,835
|
)
|
|
|
(8,869
|
)
|
Proceeds from exercises of stock options and contributions to ESPP
|
|
|
253
|
|
|
|
1,451
|
|
|
|
4,746
|
|
|
|
12,467
|
|
Net taxes paid on RSUs vesting and options exercised
|
|
|
(834
|
)
|
|
|
(6,151
|
)
|
|
|
(4,575
|
)
|
|
|
(9,496
|
)
|
Other
|
|
|
(180
|
)
|
|
|
(258
|
)
|
|
|
(620
|
)
|
|
|
(524
|
)
|
Net cash provided by (used in) financing activities
|
|
|
45,489
|
|
|
|
(9,871
|
)
|
|
|
89,030
|
|
|
|
(6,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency on cash and cash equivalents
|
|
|
(17
|
)
|
|
|
(19
|
)
|
|
|
(80
|
)
|
|
|
(37
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
46,982
|
|
|
|
(9,983
|
)
|
|
|
50,578
|
|
|
|
16,898
|
|
Cash and cash equivalents, beginning of period
|
|
|
106,529
|
|
|
|
112,916
|
|
|
|
102,933
|
|
|
|
86,035
|
|
Cash and cash equivalents, end of period
|
|
|
$
|
153,511
|
|
|
|
$
|
102,933
|
|
|
|
$
|
153,511
|
|
|
|
$
|
102,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand Media, Inc. and Subsidiaries
|
Reconciliations of Non-GAAP Measures
|
(In thousands, except per share amounts)
|
|
|
|
|
Three months ended
December 31,
|
|
|
Year ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
Revenue ex-TAC:
|
|
|
|
|
|
|
|
|
|
|
|
|
Content & Media revenue
|
|
|
$
|
58,022
|
|
|
|
$
|
68,633
|
|
|
|
$
|
246,397
|
|
|
|
$
|
246,399
|
|
Less: traffic acquisition costs (TAC)
|
|
|
(2,644
|
)
|
|
|
(6,332
|
)
|
|
|
(15,989
|
)
|
|
|
(19,441
|
)
|
Content & Media Revenue ex-TAC
|
|
|
55,378
|
|
|
|
62,301
|
|
|
|
230,408
|
|
|
|
226,958
|
|
Registrar revenue
|
|
|
38,639
|
|
|
|
34,509
|
|
|
|
148,201
|
|
|
|
134,179
|
|
Total Revenue ex-TAC
|
|
|
$
|
94,017
|
|
|
|
$
|
96,810
|
|
|
|
$
|
378,609
|
|
|
|
$
|
361,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
$
|
(11,521
|
)
|
|
|
$
|
4,749
|
|
|
|
$
|
(20,174
|
)
|
|
|
$
|
6,176
|
|
Income tax expense
|
|
|
1,177
|
|
|
|
1,172
|
|
|
|
4,241
|
|
|
|
1,783
|
|
Interest and other expense, net
|
|
|
675
|
|
|
|
183
|
|
|
|
1,682
|
|
|
|
691
|
|
Gain on gTLD application withdrawals, net(1)
|
|
|
(1,666
|
)
|
|
|
-
|
|
|
|
(4,232
|
)
|
|
|
-
|
|
Depreciation and amortization
|
|
|
18,851
|
|
|
|
14,494
|
|
|
|
64,910
|
|
|
|
60,334
|
|
Stock-based compensation
|
|
|
5,755
|
|
|
|
7,382
|
|
|
|
27,384
|
|
|
|
31,368
|
|
Acquisition and realignment costs(2)
|
|
|
1,880
|
|
|
|
314
|
|
|
|
6,113
|
|
|
|
446
|
|
gTLD expense(3)
|
|
|
2,875
|
|
|
|
1,061
|
|
|
|
8,428
|
|
|
|
2,650
|
|
Adjusted EBITDA
|
|
|
$
|
18,026
|
|
|
|
$
|
29,355
|
|
|
|
$
|
88,352
|
|
|
|
$
|
103,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discretionary and Total Free Cash Flow:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
$
|
9,735
|
|
|
|
$
|
26,037
|
|
|
|
$
|
76,163
|
|
|
|
$
|
90,983
|
|
Purchases of property and equipment
|
|
|
(3,986
|
)
|
|
|
(5,283
|
)
|
|
|
(26,746
|
)
|
|
|
(17,708
|
)
|
Acquisition and realignment cash flows(2)
|
|
|
2,861
|
|
|
|
25
|
|
|
|
4,587
|
|
|
|
25
|
|
gTLD expense cash flows(3)
|
|
|
3,239
|
|
|
|
974
|
|
|
|
7,152
|
|
|
|
2,198
|
|
Discretionary Free Cash Flow
|
|
|
11,849
|
|
|
|
21,753
|
|
|
|
61,156
|
|
|
|
75,498
|
|
Purchases of intangible assets
|
|
|
(3,509
|
)
|
|
|
(4,647
|
)
|
|
|
(16,772
|
)
|
|
|
(13,237
|
)
|
Free Cash Flow
|
|
|
$
|
8,340
|
|
|
|
$
|
17,106
|
|
|
|
$
|
44,384
|
|
|
|
$
|
62,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income and Adjusted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
$
|
(11,521
|
)
|
|
|
$
|
4,749
|
|
|
|
$
|
(20,174
|
)
|
|
|
$
|
6,176
|
|
(a) Stock-based compensation
|
|
|
5,755
|
|
|
|
7,382
|
|
|
|
27,384
|
|
|
|
31,368
|
|
(b) Amortization of intangible assets - M&A
|
|
|
3,872
|
|
|
|
2,572
|
|
|
|
13,162
|
|
|
|
10,904
|
|
(c) Content intangible assets removed from service
|
|
|
2,387
|
|
|
|
237
|
|
|
|
2,453
|
|
|
|
2,055
|
|
(d) Acquisition and realignment costs(2)
|
|
|
1,880
|
|
|
|
314
|
|
|
|
6,113
|
|
|
|
446
|
|
(e) Gain on gTLD application withdrawals, net(1)
|
|
|
(1,666
|
)
|
|
|
-
|
|
|
|
(4,232
|
)
|
|
|
-
|
|
(f) gTLD expense(3)
|
|
|
2,875
|
|
|
|
1,061
|
|
|
|
8,428
|
|
|
|
2,650
|
|
(g) Income tax effect of items (a) - (f) & application of 38%
statutory tax rate to pre-tax income
|
|
|
(632
|
)
|
|
|
(5,473
|
)
|
|
|
(9,962
|
)
|
|
|
(19,262
|
)
|
Adjusted Net Income
|
|
|
$
|
2,951
|
|
|
|
$
|
10,842
|
|
|
|
$
|
23,173
|
|
|
|
$
|
34,337
|
|
Adjusted EPS - diluted
|
|
|
$
|
0.03
|
|
|
|
$
|
0.12
|
|
|
|
$
|
0.26
|
|
|
|
$
|
0.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used to calculate Adjusted EPS – diluted
|
|
|
90,911
|
|
|
|
88,444
|
|
|
|
89,428
|
|
|
|
87,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Net gains on withdrawals of interest in gTLD applications,
included in gain on other assets, net.
|
(2)
|
|
Acquisition and realignment costs include such items, when
applicable, as (a) non-cash GAAP purchase accounting adjustments for
certain deferred revenue and costs, (b) legal, accounting and other
professional fees directly attributable to acquisition activity, (c)
employee severance payments attributable to acquisition or corporate
realignment activities and (d) expenditures related to the
separation of Demand Media into two distinct publicly traded
companies. Management does not consider these costs to be indicative
of the Company's core operating results.
|
(3)
|
|
Comprises formation expenses directly related to the Company's gTLD
initiative that did not generate associated revenue in 2013 or 2012.
|
|
|
|
|
|
|
Demand Media, Inc. and Subsidiaries
|
Unaudited GAAP Revenue, by Revenue Source
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Three months ended
December 31,
|
|
|
Year ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
Content & Media:
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned and operated websites
|
|
|
$
|
46,127
|
|
|
|
$
|
48,796
|
|
|
|
$
|
195,546
|
|
|
|
$
|
178,511
|
|
Network of customer websites
|
|
|
11,895
|
|
|
|
19,837
|
|
|
|
50,851
|
|
|
|
67,888
|
|
Total Revenue – Content & Media
|
|
|
58,022
|
|
|
|
68,633
|
|
|
|
246,397
|
|
|
|
246,399
|
|
Registrar
|
|
|
38,639
|
|
|
|
34,509
|
|
|
|
148,201
|
|
|
|
134,179
|
|
Total Revenue
|
|
|
$
|
96,661
|
|
|
|
$
|
103,142
|
|
|
|
$
|
394,598
|
|
|
|
$
|
380,578
|
|
|
|
|
|
Three months ended
December 31,
|
|
|
Year ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
Content & Media:
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned and operated websites
|
|
|
48
|
%
|
|
|
48
|
%
|
|
|
49
|
%
|
|
|
47
|
%
|
Network of customer websites
|
|
|
12
|
%
|
|
|
19
|
%
|
|
|
13
|
%
|
|
|
18
|
%
|
Total Revenue – Content & Media
|
|
|
60
|
%
|
|
|
67
|
%
|
|
|
62
|
%
|
|
|
65
|
%
|
Registrar
|
|
|
40
|
%
|
|
|
33
|
%
|
|
|
38
|
%
|
|
|
35
|
%
|
Total Revenue
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
Source: Demand Media, Inc.