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8-K - FORM 8-K - CONVERSANT, INC.a2011q108kearningsrelease.htm
Exhibit 99.1
For Immediate Release
 
Contact:
Gary J. Fuges, CFA
ValueClick, Inc.
1.818.575.4677
 
 
 
VALUECLICK ANNOUNCES FIRST QUARTER 2011 RESULTS
 
Revenue and Profitability Exceed High-End of Guidance Ranges
 
Westlake Village, CA - May 3, 2011 - ValueClick, Inc. (Nasdaq: VCLK) today reported financial results for the first quarter ended March 31, 2011. Revenue, adjusted-EBITDA1, and earnings per share metrics all exceeded the high-end of the guidance ranges management provided on February 15, 2011.
 
Highlights from the first quarter of 2011 results include:
 
Revenue of $116.5 million, up 22 percent from the first quarter of 2010 (Q1 2010)
Adjusted-EBITDA of $35.1 million, up 27 percent from Q1 2010
Adjusted-EBITDA margin of 30.1 percent versus 28.7 percent in Q1 2010
GAAP net income from continuing operations of $0.21 per diluted share, up 50 percent from Q1 2010
 
“The sales and technology investments we made last year fueled growth in the quarter and set the stage for continued strong performance throughout 2011,” said Jim Zarley, chief executive officer of ValueClick. “We are expanding our addressable market into branding budgets through organic growth initiatives and through the acquisition of Greystripe, while also realizing revenue synergies across our divisions. We are in a very strong position to capitalize further on the growth opportunities in both direct-response and branding-oriented digital advertising.”
 
Non-GAAP net income, which excludes discontinued operations, stock-based compensation and amortization of intangible assets was $20.9 million, or $0.26 per diluted common share for the first quarter. A table reconciling GAAP net income from continuing operations to non-GAAP diluted net income per common share is included in this press release.
 
ValueClick repurchased approximately 2.2 million shares of its common stock in the first quarter of 2011 and an additional 0.4 million shares in April 2011, for an aggregate cost of $37.7 million. As of today, ValueClick has $62.3 million remaining authorization under its stock repurchase program.
 
 
____________________________
 
1Adjusted-EBITDA is defined as GAAP (Generally Accepted Accounting Principles) net income from continuing operations before interest, income taxes, depreciation, amortization, and stock-based compensation expenses. Please see the attached schedule for a reconciliation of GAAP net income to adjusted-EBITDA, and a discussion of why the Company believes adjusted-EBITDA is a useful financial measure to investors and how Company management uses this financial measure.
 
 

 
The consolidated balance sheet as of March 31, 2011 included approximately $200 million in cash and cash equivalents and no debt. In April, the Company utilized $70 million for the Greystripe acquisition and approximately $6.2 million to repurchase 419,000 shares of its common stock through its stock repurchase program. For more information on the Greystripe acquisition, please refer to the April 25 acquisition announcement.
 
Business Outlook
Today, ValueClick is announcing guidance for the second quarter of 2011:
 
 
Guidance
Revenue
$120-$122 million
Adjusted-EBITDA
$34-$35 million
     Mid-Point Adjusted-EBITDA Margin
28.5%
GAAP diluted net income per common share
$0.19-$0.20
Non-GAAP diluted net income per common share
$0.25-$0.26
 
The consolidated revenue guidance range is based on the following segment-level assumptions for revenue growth rates expressed as a percentage increase from second quarter 2010 reported revenue levels:
 
l
Affiliate Marketing:
up mid teens
 
l
Media:
up mid teens organically; up high twenties including Greystripe contribution
 
l
Owned & Operated:
up low twenties
 
l
Technology:
up high single-digits to low double-digits
 
The above guidance assumes that the Greystripe acquisition, which closed on April 21 and will be included in the Media segment, will have the following impact on the second quarter reported results: positive revenue contribution of approximately $4 million; minimal adjusted-EBITDA contribution; negative $0.01 impact on GAAP diluted net income per common share as a result of additional amortization and stock-based compensation expense; and no impact on Non-GAAP diluted net income per common share.
 
Second quarter 2011 non-GAAP and GAAP diluted net income per common share guidance assume stock-based compensation of $2.7 million, amortization of intangible assets of $6.0 million, interest and other income of $1.0 million, a 38 percent effective tax rate, and 80.0 million diluted shares outstanding.
 
Conference Call Today at 4:30 p.m. ET
Jim Zarley, chief executive officer, and John Pitstick, chief financial officer, will present an overview of the results and other factors affecting ValueClick's financial performance for the first quarter during a conference call and webcast on May 3 at 4:30 p.m. ET. Investors and analysts may obtain the dial-in information through StreetEvents (www.streetevents.com). The live Webcast of the conference call will be available on the Investor Relations section of www.valueclick.com. A replay of the conference call will be available through May 10 at (888) 203-1112 and (719) 457-0820 (pass code: 2296590). An archive of the Webcast will also be available through May 10.
 

 
About ValueClick
ValueClick, Inc. (Nasdaq: VCLK) is one of the world's largest digital marketing companies. Through a unique combination of data, technology and services, ValueClick increases brand awareness and drives customer acquisition at scale for the world's largest advertisers, and maximizes advertising revenue for tens of thousands of online and mobile publishers. ValueClick's brands include Commission Junction, ValueClick Media, Greystripe, Mediaplex, Smarter.com, CouponMountain.com, Investopedia.com, and PriceRunner. The Company is based in Westlake Village, California, and has offices in major advertising markets worldwide. For more information, please visit www.valueclick.com.
 
 
This release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, the risk that market demand for on-line advertising in general, and performance based on-line advertising in particular, will not grow as rapidly as predicted, and the risk that legislation and governmental regulation could negatively impact the Company's performance. Actual results may differ materially from the results predicted, and reported results should not be considered an indication of future performance. Important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are detailed under “Risk Factors” and elsewhere in filings with the Securities and Exchange Commission made from time to time by ValueClick, including, but not limited to: its annual report on Form 10-K filed on February 28, 2011; recent quarterly reports on Form 10-Q; and other current reports on Form 8-K.
 
The Business Outlook contained in this release is based on current expectations. These statements are forward-looking, and actual results may differ materially. These statements do not include the potential impact of any mergers, acquisitions or other business combinations that may be completed after the date of this release. Actual stock-based compensation may differ from these estimates based on the timing and amount of stock awards granted, the assumptions used in stock award valuation and other factors. Actual income tax expense may differ from these estimates based on tax planning, changes in tax accounting rules and laws, and other factors.
 
ValueClick undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
 
###
 

 
VALUECLICK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
 
March 31,
 
December 31,
 
2011
 
2010
 
(Unaudited)
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
199,777
 
 
$
194,317
 
Marketable securities
 
 
3,000
 
Accounts receivable, net
81,076
 
 
86,738
 
Other current assets
15,452
 
 
18,470
 
Total current assets
296,305
 
 
302,525
 
 
 
 
 
Note receivable, less current portion
30,895
 
 
31,267
 
Property and equipment, net
12,619
 
 
12,414
 
Goodwill
184,769
 
 
183,218
 
Intangible assets, net
29,126
 
 
33,525
 
Other assets
50,252
 
 
50,618
 
TOTAL ASSETS
$
603,966
 
 
$
613,567
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities
$
97,759
 
 
$
103,258
 
Non-current liabilities
38,095
 
 
37,668
 
Total liabilities
135,854
 
 
140,926
 
Total stockholders' equity
468,112
 
 
472,641
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
603,966
 
 
$
613,567
 
 

 

VALUECLICK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
Three-month Period
 
Ended March 31,
 
2011
 
2010
 
(Unaudited)
Revenue
$
116,511
 
 
$
95,682
 
Cost of revenue
32,877
 
 
25,499
 
Gross profit
83,634
 
 
70,183
 
Operating expenses:
 
 
 
Sales and marketing (Note 1)
29,549
 
 
24,495
 
General and administrative (Note 1)
12,523
 
 
13,823
 
Technology (Note 1)
10,166
 
 
7,924
 
Amortization of intangible assets acquired in business combinations
4,888
 
 
4,966
 
Total operating expenses
57,126
 
 
51,208
 
Income from operations
26,508
 
 
18,975
 
Interest and other income, net
408
 
 
559
 
Income before income taxes
26,916
 
 
19,534
 
Income tax expense
10,054
 
 
8,211
 
Income from continuing operations
16,862
 
 
11,323
 
Loss from discontinued operations, net of tax
 
 
(134
)
Gain on sale, net of tax
 
 
10,040
 
Net income
$
16,862
 
 
$
21,229
 
 
 
 
 
Basic income from continuing operations per common share
$
0.21
 
 
$
0.14
 
Diluted income from continuing operations per common share
$
0.21
 
 
$
0.14
 
Basic net income per common share
$
0.21
 
 
$
0.26
 
Diluted net income per common share
$
0.21
 
 
$
0.25
 
Weighted-average shares used to compute basic net income per common share
80,687
 
 
82,892
 
Weighted-average shares used to compute diluted net income per common share
81,644
 
 
83,496
 
 
 
 
 
 
 
 
 
Note 1 - Includes stock-based compensation as follows:
 
 
 
 
Three-month Period
 
Ended March 31,
 
2011
 
2010
 
(Unaudited)
Sales and marketing
$
286
 
 
$
328
 
General and administrative
1,413
 
 
1,437
 
Technology
218
 
 
192
 
Total stock-based compensation
$
1,917
 
 
$
1,957
 
 

 

VALUECLICK, INC.
RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS
TO ADJUSTED-EBITDA (Note 1)
(In thousands)
 
 
Three-month Period
 
Ended March 31,
 
2011
 
2010
 
(Unaudited)
Income from continuing operations
$
16,862
 
 
$
11,323
 
     Interest and other income, net
(408
)
 
(559
)
     Provision for income tax
10,054
 
 
8,211
 
     Amortization of intangible assets acquired in business combinations
4,888
 
 
4,966
 
     Depreciation and leasehold amortization
1,754
 
 
1,606
 
     Stock-based compensation
1,917
 
 
1,957
 
Adjusted-EBITDA
$
35,067
 
 
$
27,504
 
 
 
Note 1 - “Adjusted-EBITDA” (GAAP income from continuing operations before interest, income taxes, depreciation, amortization, and stock-based compensation expenses) included in this press release is a non-GAAP financial measure.
 
Adjusted-EBITDA, as defined above, may not be similar to adjusted-EBITDA measures used by other companies and is not a measurement under GAAP. Management believes that adjusted-EBITDA provides useful information to investors about the Company's performance because it eliminates the effects of period-to-period changes in income from interest on the Company's cash and marketable securities and the costs associated with income tax expense, capital investments, and stock-based compensation which are not directly attributable to the underlying performance of the Company's business operations. Management uses adjusted-EBITDA in evaluating the overall performance of the Company's business operations.
 
Though management finds adjusted-EBITDA useful for evaluating aspects of the Company's business, its reliance on this measure is limited because excluded items often have a material effect on the Company's earnings and earnings per common share calculated in accordance with GAAP. Therefore, management uses adjusted-EBITDA in conjunction with GAAP earnings and earnings per common share measures. The Company believes that adjusted-EBITDA provides investors with an additional tool for evaluating the Company's core performance, which management uses in its own evaluation of overall performance, and a baseline for assessing the future earnings potential of the Company. While the GAAP results are more complete, the Company prefers to allow investors to have this supplemental metric since, with a reconciliation to GAAP, it may provide greater insight into the Company's financial results.
 

 

VALUECLICK, INC.
RECONCILIATION OF GAAP INCOME FROM CONTINUING OPERATIONS TO
NON-GAAP DILUTED NET INCOME PER COMMON SHARE (Note 1)
(In thousands)
 
 
Three-month Period
 
Ended March 31,
 
2011
 
2010
 
(Unaudited)
GAAP income from continuing operations
$
16,862
 
 
$
11,323
 
Stock-based compensation
1,917
 
 
1,957
 
Amortization of intangible assets acquired in business combinations
4,888
 
 
4,966
 
Tax impact of above items
(2,726
)
 
(2,700
)
Non-GAAP net income
$
20,941
 
 
$
15,546
 
Non-GAAP diluted net income per common share
$
0.26
 
 
$
0.19
 
Weighted-average shares used to compute non-GAAP diluted net income per common share
81,644
 
 
83,496
 
 
 
Note 1 - “Non-GAAP diluted net income per common share” (GAAP diluted income from continuing operations per common share before the impact of stock-based compensation, amortization of intangibles, and other non-recurring events) included in this press release is a non-GAAP financial measure.
 
Non-GAAP diluted net income per common share, as defined above, may not be similar to non-GAAP diluted net income per common share measures used by other companies and is not a measurement under GAAP. Management believes that non-GAAP diluted net income per common share provides useful information to investors about the Company's performance because it eliminates the effects of items which are not directly attributable to the underlying performance of the Company's business operations. Management uses non-GAAP diluted net income per common share in evaluating the overall performance of the Company's business operations.
 
Though management finds non-GAAP diluted net income per common share useful for evaluating aspects of the Company's business, its reliance on this measure is limited because excluded items often have a material effect on the Company's earnings and earnings per common share calculated in accordance with GAAP. Therefore, management uses non-GAAP diluted net income per common share in conjunction with GAAP earnings and earnings per common share measures. The Company believes that non-GAAP diluted net income per common share provides investors with an additional tool for evaluating the Company's core performance, which management uses in its own evaluation of overall performance, and a baseline for assessing the future earnings potential of the Company. While the GAAP results are more complete, the Company prefers to allow investors to have this supplemental metric since, with a reconciliation to GAAP, it may provide greater insight into the Company's financial results.
 

 

VALUECLICK, INC.
SEGMENT OPERATING RESULTS
(In thousands)
 
Three-month Period
 
Ended March 31,
 
2011
 
2010
 
(Unaudited)
Affiliate Marketing:
 
 
 
Revenue
$
34,474
 
 
$
29,359
 
Cost of revenue
4,324
 
 
4,019
 
Gross profit
30,150
 
 
25,340
 
Operating expenses
9,661
 
 
9,291
 
Segment income from operations
$
20,489
 
 
$
16,049
 
Media:
 
 
 
Revenue
$
36,202
 
 
$
30,803
 
Cost of revenue
19,713
 
 
15,853
 
Gross profit
16,489
 
 
14,950
 
Operating expenses
8,641
 
 
7,284
 
Segment income from operations
$
7,848
 
 
$
7,666
 
Owned & Operated Websites:
 
 
 
Revenue
$
37,947
 
 
$
27,897
 
Cost of revenue
8,076
 
 
5,083
 
Gross profit
29,871
 
 
22,814
 
Operating expenses
22,824
 
 
17,930
 
Segment income from operations
$
7,047
 
 
$
4,884
 
Technology:
 
 
 
Revenue
$
8,081
 
 
$
7,894
 
Cost of revenue
918
 
 
765
 
Gross profit
7,163
 
 
7,129
 
Operating expenses
3,034
 
 
3,041
 
Segment income from operations
$
4,129
 
 
$
4,088
 
 
 
 
 
Reconciliation of segment income from operations to consolidated income from operations:
 
 
 
Total segment income from operations
$
39,513
 
 
$
32,687
 
Corporate expenses
(6,200
)
 
(6,789
)
Stock-based compensation
(1,917
)
 
(1,957
)
Amortization of intangible assets
(4,888
)
 
(4,966
)
Consolidated income from operations
$
26,508
 
 
$
18,975
 
 
 
 
 
Reconciliation of segment revenue to consolidated revenue:
 
 
 
Affiliate Marketing
$
34,474
 
 
$
29,359
 
Media
36,202
 
 
30,803
 
Owned & Operated Websites
37,947
 
 
27,897
 
Technology
8,081
 
 
7,894
 
Inter-segment eliminations
(193
)
 
(271
)
Consolidated revenue
$
116,511
 
 
$
95,682