-
Record Fourth Quarter and 2011 Revenue and Revenue ex-TAC(1)
-
2011 Adjusted OIBDA(1) Grows 39% to $86
Million
-
Q4 and 2011 Cash Flow from Operations Up Over 30%
-
Fivefold Increase in Q4 Free Cash Flow(1)
to $18.3 Million
-
Expands Share Repurchase Program by $25 Million to a Total of $50
Million
SANTA MONICA, Calif.--(BUSINESS WIRE)--Feb. 16, 2012--
Demand Media, Inc. (NYSE: DMD), a leading
content and social media company, today reported financial results for
the quarter and fiscal year ended December 31, 2011.
"2011 finished strong and was led by record revenue from both our
Content & Media and Registrar business lines,” said Richard Rosenblatt,
Chairman and CEO of Demand Media. "We enter 2012 positioned to expand
our existing business lines while investing in areas where we see
significant future growth. We plan to leverage our data, studio and
extensive distribution in new ways to solidify our leadership in the
rapidly growing digital content marketplace."
|
|
|
Financial Summary
|
|
In millions, except per share amounts
|
|
|
|
|
Three months ended
December 31,
|
|
|
Year ended
December 31,
|
|
|
|
|
2010
|
|
2011
|
|
Change
|
|
|
2010
|
|
2011
|
|
Change
|
|
Total Revenue
|
|
|
$
|
73.6
|
|
|
$
|
84.4
|
|
|
15
|
%
|
|
|
|
$
|
252.9
|
|
|
$
|
324.9
|
|
|
28
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Content & Media Revenue ex-TAC(1)
|
|
|
$
|
43.5
|
|
|
$
|
49.9
|
|
|
15
|
%
|
|
|
|
$
|
140.7
|
|
|
$
|
193.0
|
|
|
37
|
%
|
|
Registrar Revenue
|
|
|
26.8
|
|
|
31.4
|
|
|
17
|
%
|
|
|
|
100.0
|
|
|
119.4
|
|
|
19
|
%
|
|
Total Revenue ex-TAC(1)
|
|
|
$
|
70.3
|
|
|
$
|
81.3
|
|
|
16
|
%
|
|
|
|
$
|
240.7
|
|
|
$
|
312.4
|
|
|
30
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from Operations(2)
|
|
|
$
|
2.8
|
|
|
$
|
(4.8
|
)
|
|
NA
|
|
|
$
|
(0.5
|
)
|
|
$
|
(13.1
|
)
|
|
NA
|
|
Adjusted OIBDA(1)
|
|
|
$
|
20.1
|
|
|
$
|
23.7
|
|
|
18
|
%
|
|
|
|
$
|
62.0
|
|
|
$
|
86.0
|
|
|
39
|
%
|
|
Net income (loss)(2)
|
|
|
$
|
1.0
|
|
|
$
|
(6.4
|
)
|
|
NA
|
|
|
$
|
(5.3
|
)
|
|
$
|
(18.5
|
)
|
|
NA
|
|
Adjusted net income(1)
|
|
|
$
|
5.6
|
|
|
$
|
6.8
|
|
|
21
|
%
|
|
|
|
$
|
15.9
|
|
|
$
|
21.9
|
|
|
38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPS(2)
|
|
|
$
|
(0.54
|
)
|
|
$
|
(0.08
|
)
|
|
NA
|
|
|
$
|
(2.86
|
)
|
|
$
|
(0.27
|
)
|
|
NA
|
|
Adjusted EPS(1)
|
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
|
33
|
%
|
|
|
|
$
|
0.18
|
|
|
$
|
0.25
|
|
|
39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow from Operations
|
|
|
$
|
20.9
|
|
|
$
|
27.2
|
|
|
30
|
%
|
|
|
|
$
|
61.6
|
|
|
$
|
85.3
|
|
|
38
|
%
|
|
Free Cash Flow(1)
|
|
|
$
|
3.3
|
|
|
$
|
18.3
|
|
|
455
|
%
|
|
|
|
$
|
(7.0
|
)
|
|
$
|
19.5
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Non-GAAP measures are described below and are reconciled
to the corresponding GAAP measures in the accompanying tables.
(2) Q4 2011 and full-year 2011 loss from operations and net
loss includes $5.9 million of accelerated non-cash amortization expense
associated with content intangible assets removed from service in
conjunction with the Company's previously announced plan to improve its
content creation and distribution platform.
-
Q4 2011 Content & Media revenue ex-TAC grew 15% year-over-year and
increased 5% compared to the third quarter of 2011. The 5% sequential
improvement represented the second consecutive quarter of accelerating
sequential growth and included the return to sequential growth for
eHow for the first time since the first quarter of 2011.
-
Q4 2011 Registrar revenue grew 17% year-over-year and 2% compared to
the third quarter of 2011. During the fourth quarter of 2011, the
number of registered domains grew by a net 482,000 compared to 404,000
in the fourth quarter of 2010, due to growth from new partners and
organic growth from resellers.
-
Q4 2011 and year ended December 31, 2011 loss from operations and net
loss include $5.9 million of accelerated non-cash amortization expense
associated with content intangible assets removed from service in
conjunction with the Company's previously announced plan to improve
its content creation and distribution platform.
-
Q4 2011 free cash flow grew more than fivefold year-over-year to $18.3
million. The increase was driven by a 30% increase in cash flow from
operations, combined with a 13% decrease in capital expenditures and a
59% reduction of investment in intangible assets. The intangible
assets investment decline was a result of decreased content spend on
eHow as the Company changes its content and distribution platform.
-
At December 31, 2011, cash & cash equivalents balance was $86.0
million.
“Demand Media's record 2011 financial performance, while navigating
early year search algorithm challenges, underscores the strength of our
complementary advertising and subscription businesses,” said Demand
Media's President and CFO Charles Hilliard. “Importantly, our fourth
quarter results delivered both growth and significant free cash flow,
reflecting the value of our long-lived content library as well as our
disciplined investment approach.”
Business Highlights:
-
Demand Media ranked as a top 20 US web property throughout
2011, and ranked #17 in January 20121.
-
eHow.com
ranked as the #19 website in the US, with 48.2 million unique users in
the US in January 20121.
-
Cracked.com
was the most visited humor site in the US in January 2012, and its
audience spent more time on the site than any other comedy website1.
-
In 2011, Demand Media's Registrar business added 1.7 million domains
under management, surpassing the 12 million domain milestone.
-
During the fourth quarter of 2011, Demand Media repurchased 1.9
million shares of common stock for $13.3 million under its
Board-authorized $25.0 million share repurchase program. To date, the
Company has repurchased 2.8 million shares of common stock for $20.1
million. On February 8, 2012, Demand Media's Board authorized an
increase of $25.0 million to the program, taking its total authorized
repurchases to $50.0 million.
(1) Source: comScore.
|
|
|
|
|
|
|
|
Operating Metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
December 31,
|
|
Year ended
December 31,
|
|
|
|
|
2010
|
|
2011
|
|
% Change
|
|
2010
|
|
2011
|
|
% Change
|
|
Content & Media Metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned and operated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page views(1) (in millions)
|
|
|
|
2,201
|
|
|
2,696
|
|
|
22
|
%
|
|
|
8,234
|
|
|
10,378
|
|
|
26
|
%
|
|
RPM(2)
|
|
|
|
$
|
15.81
|
|
|
$
|
14.53
|
|
|
(8
|
)%
|
|
|
$
|
13.45
|
|
|
$
|
15.14
|
|
|
13
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network of customer websites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page views(1) (6)(in millions)
|
|
|
|
3,866
|
|
|
4,935
|
|
|
28
|
%
|
|
|
13,155
|
|
|
17,436
|
|
|
33
|
%
|
|
RPM(2)
|
|
|
|
$
|
3.11
|
|
|
$
|
2.81
|
|
|
(10
|
)%
|
|
|
$
|
3.20
|
|
|
$
|
2.77
|
|
|
(13
|
)%
|
|
RPM ex-TAC(3)
|
|
|
|
$
|
2.25
|
|
|
$
|
2.18
|
|
|
(3
|
)%
|
|
|
$
|
2.28
|
|
|
$
|
2.06
|
|
|
(10
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registrar Metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of Period # of Domains(4) (in millions)
|
|
|
|
11.0
|
|
|
12.7
|
|
|
15
|
%
|
|
|
11.0
|
|
|
12.7
|
|
|
15
|
%
|
|
Average Revenue per Domain(5)
|
|
|
|
$
|
9.94
|
|
|
$
|
10.08
|
|
|
1
|
%
|
|
|
$
|
9.96
|
|
|
$
|
10.08
|
|
|
1
|
%
|
____________________
|
(1)
|
|
Page views represent the total number of web pages viewed across (1)
our owned and operated websites and/or (2) 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. 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, end of period domains
at December 31, 2011 would have increased 22% compared to the
corresponding prior-year periods.
|
|
(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, 2011 would have decreased
5% and 2%, respectively, compared to the corresponding prior-year
periods.
|
|
(6)
|
|
The Company acquired IndieClick on August 8, 2011, which contributed
1,553 million and 3,069 million page views, respectively, during the
three months and year ended December 31, 2011.
|
|
|
|
|
Share Repurchase Program Increase
On February 8, 2012, Demand Media's Board of Directors authorized an
additional $25 million of share repurchases bringing the share
repurchase program to a total of $50 million. Under the program, Demand
Media is authorized to repurchase, in addition to the $20.1 million of
repurchases to date, up to an additional $29.9 million of its
outstanding shares from time to time on the open market or in negotiated
transactions. The timing and amounts of any purchases will be based on
share price, market conditions and other factors. The program does not
require the Company to purchase any specific number of shares and may be
suspended or discontinued at management's discretion at any time without
prior notice.
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.
Hilliard added, “Our guidance reflects sustained revenue growth
throughout 2012, including during the first half of the year where
comparisons are challenged by early 2011's search algorithm changes. As
such, we anticipate year-over-year comparisons to improve in the second
half of 2012 and Q2's year-over-year revenue growth to accelerate
compared to Q1's. In addition, we intend to generate positive free cash
flow in 2012 while continuing to make data-driven investments that yield
strong returns and long-term growth.”
Excluding up to $5 million of 2012 operating expenses, which the Company
expects to incur related to its generic Top Level Domain ("gTLD")
initiative, the Company's guidance for the first quarter ending March
31, 2012 and fiscal year ending December 31, 2012 is as follows:
First Quarter 2012
-
Revenue in the range of $81.5 - $83.5 million
-
Revenue ex-TAC in the range of $78.0 - $80.0 million
-
Adjusted EBITDA in the range of $19.0 - $20.0 million
-
Adjusted EPS in the range of $0.05 - $0.06 per share
-
Weighted average diluted shares 87.5 - 88.5 million
Full Year 2012
-
Revenue in the range of $351.0 - $358.0 million
-
Revenue ex-TAC in the range of $337.0 - $344.0 million
-
Adjusted EBITDA in the range of $92.0 - $95.0 million
-
Adjusted EPS in the range of $0.30 - $0.32 per share
-
Weighted average diluted shares 88.0 - 90.0 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 44670764. 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.
The non-GAAP financial measures presented 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 OIBDA/Adjusted EBITDA is the primary measure used by the
compensation committee of the Company’s board of directors to establish
the target for and fund its annual employee bonus pool. We believe these
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.
Adjusted operating income before depreciation and amortization
(“Adjusted OIBDA”) is defined by the Company as operating income
(loss) before depreciation, amortization, stock-based compensation, as
well as the financial impact of acquisition and realignment costs, 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.
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 operating expenses related to its generic Top
Level Domain ("gTLD") initiative, 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 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 OIBDA and 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 content assets in a
given period bears little relationship to the amount of its investment
in 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. 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, 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, less capital expenditures to
acquire property and equipment. Free Cash Flow is defined by the
Company as net cash provided by operating activities excluding cash
outflows from acquisition and realignment activities, less capital
expenditures to acquire property and equipment and less investments in
intangible assets. 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, 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 the most comparable
GAAP financial measures within its financial press releases. These
non-GAAP financial measures should be considered in addition to, not as
a substitute for, measures prepared in accordance with GAAP. Further,
these non-GAAP financial measures may differ from the non-GAAP
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 content and social media
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 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: changes in the
methodologies of Internet search engines, including ongoing algorithmic
changes made by Google to its search results 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, or the sale or removal of content,
as well as our ability to successfully launch and produce 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 Google continues to make
adjustments to its 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 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 in marketing expenditures or shifts
in marketing expenditures; 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 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, and 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, including integrating our recent
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, 2010 filed with the Securities
and Exchange Commission (http://www.sec.gov)
on March 1, 2011, 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 December 31,
|
|
Year ended December 31,
|
|
|
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
Revenue
|
|
|
$
|
73,579
|
|
|
$
|
84,415
|
|
|
$
|
252,936
|
|
|
$
|
324,866
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
Service costs (exclusive of amortization of intangible assets shown
separately below) (1) (2)
|
|
|
36,123
|
|
|
40,198
|
|
|
131,332
|
|
|
155,830
|
|
|
Sales and marketing (1) (2)
|
|
|
7,619
|
|
|
9,325
|
|
|
24,424
|
|
|
37,394
|
|
|
Product development (1) (2)
|
|
|
7,402
|
|
|
9,462
|
|
|
26,538
|
|
|
38,146
|
|
|
General and administrative (1) (2)
|
|
|
10,336
|
|
|
13,803
|
|
|
37,371
|
|
|
59,451
|
|
|
Amortization of intangible assets
|
|
|
9,268
|
|
|
16,393
|
|
|
33,750
|
|
|
47,174
|
|
|
Total operating expenses
|
|
|
70,748
|
|
|
89,181
|
|
|
253,415
|
|
|
337,995
|
|
|
Income (loss) from operations
|
|
|
2,831
|
|
|
(4,766
|
)
|
|
(479
|
)
|
|
(13,129
|
)
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
6
|
|
|
4
|
|
|
25
|
|
|
56
|
|
|
Interest expense
|
|
|
(171
|
)
|
|
(151
|
)
|
|
(688
|
)
|
|
(861
|
)
|
|
Other income (expense), net
|
|
|
(122
|
)
|
|
(75
|
)
|
|
(286
|
)
|
|
(413
|
)
|
|
Total other expense
|
|
|
(287
|
)
|
|
(222
|
)
|
|
(949
|
)
|
|
(1,218
|
)
|
|
Income (loss) before income taxes
|
|
|
2,544
|
|
|
(4,988
|
)
|
|
(1,428
|
)
|
|
(14,347
|
)
|
|
Income tax expense
|
|
|
(1,515
|
)
|
|
(1,438
|
)
|
|
(3,897
|
)
|
|
(4,177
|
)
|
|
Net loss
|
|
|
$
|
1,029
|
|
|
$
|
(6,426
|
)
|
|
$
|
(5,325
|
)
|
|
$
|
(18,524
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Stock-based compensation expense included in the line
items above:
|
|
|
|
|
|
|
|
|
|
|
Service costs
|
|
|
$
|
205
|
|
|
$
|
711
|
|
|
$
|
868
|
|
|
$
|
2,052
|
|
|
Sales and marketing
|
|
|
758
|
|
|
1,416
|
|
|
2,379
|
|
|
4,857
|
|
|
Product development
|
|
|
476
|
|
|
1,364
|
|
|
1,692
|
|
|
5,013
|
|
|
General and administrative
|
|
|
1,107
|
|
|
3,263
|
|
|
4,750
|
|
|
16,934
|
|
|
Total stock-based compensation expense
|
|
|
$
|
2,546
|
|
|
$
|
6,754
|
|
|
$
|
9,689
|
|
|
$
|
28,856
|
|
|
(2) Depreciation included in the line items above:
|
|
|
|
|
|
|
|
|
|
|
Service costs
|
|
|
$
|
4,359
|
|
|
$
|
3,770
|
|
|
$
|
14,783
|
|
|
$
|
16,075
|
|
|
Sales and marketing
|
|
|
59
|
|
|
127
|
|
|
187
|
|
|
423
|
|
|
Product development
|
|
|
350
|
|
|
308
|
|
|
1,346
|
|
|
1,466
|
|
|
General and administrative
|
|
|
535
|
|
|
861
|
|
|
1,950
|
|
|
2,994
|
|
|
Total depreciation
|
|
|
$
|
5,303
|
|
|
$
|
5,066
|
|
|
$
|
18,266
|
|
|
$
|
20,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common share:
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
$
|
1,029
|
|
|
$
|
(6,426
|
)
|
|
$
|
(5,325
|
)
|
|
$
|
(18,524
|
)
|
|
Cumulative preferred stock dividends (3)
|
|
|
(8,602
|
)
|
|
—
|
|
|
(33,251
|
)
|
|
(2,477
|
)
|
|
Net loss attributable to common stockholders
|
|
|
$
|
(7,573
|
)
|
|
$
|
(6,426
|
)
|
|
$
|
(38,576
|
)
|
|
$
|
(21,001
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share
|
|
|
$
|
(0.54
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(2.86
|
)
|
|
$
|
(0.27
|
)
|
|
Weighted average number of shares
|
|
|
13,966
|
|
|
83,592
|
|
|
13,508
|
|
|
78,646
|
|
____________________
(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, 2010
|
|
December 31, 2011
|
|
Current assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
32,338
|
|
|
$
|
86,035
|
|
|
Accounts receivable, net
|
|
|
26,843
|
|
|
32,665
|
|
|
Prepaid expenses and other current assets
|
|
|
7,360
|
|
|
8,656
|
|
|
Deferred registration costs
|
|
|
44,213
|
|
|
50,636
|
|
|
Total current assets
|
|
|
110,754
|
|
|
177,992
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
34,975
|
|
|
32,626
|
|
|
Intangible assets, net
|
|
|
102,114
|
|
|
111,304
|
|
|
Goodwill
|
|
|
224,920
|
|
|
256,060
|
|
|
Deferred registration costs
|
|
|
8,037
|
|
|
9,555
|
|
|
Other long-term assets
|
|
|
7,667
|
|
|
2,566
|
|
|
Total assets
|
|
|
$
|
488,467
|
|
|
$
|
590,103
|
|
|
|
|
|
|
|
|
|
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
(Deficit)
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
8,330
|
|
|
$
|
10,046
|
|
|
Accrued expenses and other current liabilities
|
|
|
29,570
|
|
|
33,932
|
|
|
Deferred tax liabilities
|
|
|
15,248
|
|
|
18,288
|
|
|
Deferred revenue
|
|
|
61,832
|
|
|
71,109
|
|
|
Total current liabilities
|
|
|
114,980
|
|
|
133,375
|
|
|
Deferred revenue
|
|
|
14,106
|
|
|
14,802
|
|
|
Other liabilities
|
|
|
1,043
|
|
|
1,660
|
|
|
Total liabilities
|
|
|
130,129
|
|
|
149,837
|
|
|
|
|
|
|
|
|
|
Convertible preferred stock
|
|
|
|
|
|
|
Total convertible preferred stock
|
|
|
373,754
|
|
|
—
|
|
|
Stockholders’ equity (deficit)
|
|
|
|
|
|
|
Common stock and additional paid-in capital
|
|
|
36,723
|
|
|
528,045
|
|
|
Treasury stock
|
|
|
—
|
|
|
(17,067
|
)
|
|
Accumulated other comprehensive income
|
|
|
108
|
|
|
59
|
|
|
Accumulated deficit
|
|
|
(52,247
|
)
|
|
(70,771
|
)
|
|
Total stockholders’ equity (deficit)
|
|
|
(15,416
|
)
|
|
440,266
|
|
|
Total liabilities, convertible preferred stock and stockholders’
equity (deficit)
|
|
|
$
|
488,467
|
|
|
$
|
590,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand Media, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31,
|
|
Year ended December 31,
|
|
|
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
$
|
1,029
|
|
|
$
|
(6,426
|
)
|
|
$
|
(5,325
|
)
|
|
$
|
(18,524
|
)
|
|
Adjustments to reconcile net loss to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
14,571
|
|
|
21,459
|
|
|
52,016
|
|
|
68,132
|
|
|
Stock-based compensation
|
|
|
2,470
|
|
|
6,741
|
|
|
9,329
|
|
|
28,730
|
|
|
Other
|
|
|
1,115
|
|
|
1,128
|
|
|
3,374
|
|
|
3,491
|
|
|
Net change in operating assets and liabilities, net of effect of
acquisitions
|
|
|
1,747
|
|
|
4,322
|
|
|
2,230
|
|
|
3,520
|
|
|
Net cash provided by operating activities
|
|
|
20,932
|
|
|
27,224
|
|
|
61,624
|
|
|
85,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(4,864
|
)
|
|
(4,222
|
)
|
|
(21,404
|
)
|
|
(18,246
|
)
|
|
Purchases of intangibles
|
|
|
(12,791
|
)
|
|
(5,294
|
)
|
|
(47,192
|
)
|
|
(49,283
|
)
|
|
Proceeds from maturities and sales of marketable securities, net
|
|
|
—
|
|
|
—
|
|
|
2,300
|
|
|
—
|
|
|
Cash paid for acquisitions
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(31,010
|
)
|
|
Net cash used in investing activities
|
|
|
(17,655
|
)
|
|
(9,554
|
)
|
|
(66,296
|
)
|
|
(98,539
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Payment of debt
|
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|
—
|
|
|
Proceeds from issuance of common stock, net
|
|
|
—
|
|
|
(145
|
)
|
|
1,552
|
|
|
78,480
|
|
|
Repurchases of common stock
|
|
|
—
|
|
|
(13,336
|
)
|
|
—
|
|
|
(17,064
|
)
|
|
Proceeds from exercises of stock options and contributions to ESPP
|
|
|
524
|
|
|
3,242
|
|
|
—
|
|
|
7,599
|
|
|
Other
|
|
|
(694
|
)
|
|
(532
|
)
|
|
(2,089
|
)
|
|
(2,079
|
)
|
|
Net cash provided by (used in) financing activities
|
|
|
(170
|
)
|
|
(10,771
|
)
|
|
(10,537
|
)
|
|
66,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency on cash and cash equivalents
|
|
|
1
|
|
|
(18
|
)
|
|
(61
|
)
|
|
(49
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
3,108
|
|
|
6,881
|
|
|
(15,270
|
)
|
|
53,697
|
|
|
Cash and cash equivalents, beginning of period
|
|
|
29,230
|
|
|
79,154
|
|
|
47,608
|
|
|
32,338
|
|
|
Cash and cash equivalents, end of period
|
|
|
$
|
32,338
|
|
|
$
|
86,035
|
|
|
$
|
32,338
|
|
|
$
|
86,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 December 31,
|
|
Year ended December 31,
|
|
|
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
Revenue ex-TAC:
|
|
|
|
|
|
|
|
|
|
|
Content & Media Revenue
|
|
|
$
|
46,802
|
|
|
$
|
53,032
|
|
|
$
|
152,910
|
|
|
$
|
205,450
|
|
|
Less: traffic acquisition costs (TAC)
|
|
|
(3,302
|
)
|
|
(3,111
|
)
|
|
(12,213
|
)
|
|
(12,495
|
)
|
|
Content & Media Revenue ex-TAC
|
|
|
43,500
|
|
|
49,921
|
|
|
140,697
|
|
|
192,955
|
|
|
Registrar Revenue
|
|
|
26,777
|
|
|
31,383
|
|
|
100,026
|
|
|
119,416
|
|
|
Total Revenue ex-TAC
|
|
|
$
|
70,277
|
|
|
$
|
81,304
|
|
|
$
|
240,723
|
|
|
$
|
312,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA:
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
$
|
2,831
|
|
|
$
|
(4,766
|
)
|
|
$
|
(479
|
)
|
|
$
|
(13,129
|
)
|
|
Depreciation
|
|
|
5,303
|
|
|
5,066
|
|
|
18,266
|
|
|
20,958
|
|
|
Amortization of intangible assets(1)
|
|
|
9,268
|
|
|
16,393
|
|
|
33,750
|
|
|
47,174
|
|
|
Stock-based compensation
|
|
|
2,546
|
|
|
6,754
|
|
|
9,689
|
|
|
28,856
|
|
|
Acquisition and realignment costs(2)
|
|
|
164
|
|
|
271
|
|
|
779
|
|
|
2,099
|
|
|
Adjusted OIBDA
|
|
|
$
|
20,112
|
|
|
$
|
23,718
|
|
|
$
|
62,005
|
|
|
$
|
85,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discretionary and Total Free Cash Flow:
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
$
|
20,932
|
|
|
$
|
27,224
|
|
|
$
|
61,624
|
|
|
$
|
85,349
|
|
|
Purchases of property and equipment
|
|
|
(4,864
|
)
|
|
(4,222
|
)
|
|
(21,404
|
)
|
|
(18,246
|
)
|
|
Acquisition and realignment cash flows
|
|
|
—
|
|
|
602
|
|
|
—
|
|
|
1,670
|
|
|
Discretionary Free Cash Flow
|
|
|
16,068
|
|
|
23,604
|
|
|
40,220
|
|
|
68,773
|
|
|
Purchases of intangible assets
|
|
|
(12,791
|
)
|
|
(5,294
|
)
|
|
(47,192
|
)
|
|
(49,284
|
)
|
|
Free Cash Flow
|
|
|
$
|
3,277
|
|
|
$
|
18,310
|
|
|
$
|
(6,972
|
)
|
|
$
|
19,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income:
|
|
|
|
|
|
|
|
|
|
|
GAAP net income (loss)
|
|
|
$
|
1,029
|
|
|
$
|
(6,426
|
)
|
|
$
|
(5,325
|
)
|
|
$
|
(18,524
|
)
|
|
(a) Stock-based compensation
|
|
|
2,546
|
|
|
6,754
|
|
|
9,689
|
|
|
28,856
|
|
|
(b) Amortization of intangible assets - M&A
|
|
|
3,758
|
|
|
2,974
|
|
|
16,576
|
|
|
12,773
|
|
|
(c) Content intangible assets removed from service(1)
|
|
|
—
|
|
|
5,898
|
|
|
—
|
|
|
5,898
|
|
|
(d) Acquisition and realignment costs(2)
|
|
|
164
|
|
|
271
|
|
|
779
|
|
|
2,099
|
|
|
(e) Income tax effect of items (a) - (d) & application of 38%
statutory tax rate to pre-tax income
|
|
|
(1,910
|
)
|
|
(2,707
|
)
|
|
(5,837
|
)
|
|
(9,228
|
)
|
|
Adjusted Net Income
|
|
|
$
|
5,587
|
|
|
$
|
6,764
|
|
|
$
|
15,882
|
|
|
$
|
21,874
|
|
|
Non-GAAP Adjusted Net Income per share - diluted
|
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
|
$
|
0.18
|
|
|
$
|
0.25
|
|
|
Shares used to calculate non-GAAP Adjusted Net Income per share –
diluted(3)
|
|
|
87,885
|
|
|
86,758
|
|
|
86,422
|
|
|
88,541
|
|
|
|
|
___________________
|
|
(1)
|
|
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 $5.9
million of accelerated amortization expense in the fourth quarter of
2011.
|
|
|
|
|
|
(2)
|
|
Acquisition and realignment costs include non-cash purchase
accounting adjustments, acquisition-related legal and accounting
professional fees and employee severance payments attributable to
corporate realignment activities. Management does not consider these
costs to be indicative of the Company’s core operating results.
|
|
|
|
|
|
(3)
|
|
Shares used to calculate non-GAAP Adjusted Net Income per share -
diluted include the weighted average common stock and restricted
stock for the periods presented and all dilutive common stock
equivalent at each period. Amounts have been adjusted in all periods
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 the convertible preferred
stock into 62,155 shares of common stock as if those transactions
were consummated on January 1, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand Media, Inc. and Subsidiaries
Unaudited GAAP Revenue, by Revenue Source
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31,
|
|
|
Year ended December 31,
|
|
|
|
|
2010
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
Content & Media:
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned and operated websites
|
|
|
$
|
34,787
|
|
|
$
|
39,172
|
|
|
|
$
|
110,770
|
|
|
|
$
|
157,089
|
|
Network of customer websites
|
|
|
12,015
|
|
|
13,860
|
|
|
|
42,141
|
|
|
|
48,361
|
|
Total Revenue – Content & Media
|
|
|
46,802
|
|
|
53,032
|
|
|
|
152,911
|
|
|
|
205,450
|
|
Registrar
|
|
|
26,777
|
|
|
31,383
|
|
|
|
100,026
|
|
|
|
119,416
|
|
Total Revenue
|
|
|
$
|
73,579
|
|
|
$
|
84,415
|
|
|
|
$
|
252,936
|
|
|
|
$
|
324,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31,
|
|
|
Year ended December 31,
|
|
|
|
|
2010
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
Content & Media:
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned and operated websites
|
|
|
47
|
%
|
|
47
|
%
|
|
|
44
|
%
|
|
|
48
|
%
|
|
Network of customer websites
|
|
|
16
|
%
|
|
16
|
%
|
|
|
17
|
%
|
|
|
15
|
%
|
|
Total Revenue – Content & Media
|
|
|
63
|
%
|
|
63
|
%
|
|
|
61
|
%
|
|
|
63
|
%
|
|
Registrar
|
|
|
37
|
%
|
|
37
|
%
|
|
|
39
|
%
|
|
|
37
|
%
|
|
Total Revenue
|
|
|
100
|
%
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|

Source: Demand Media, Inc.
Investor & Media Contact: Demand Media Julie MacMedan (310)
917-6485 Julie.MacMedan@demandmedia.com
|