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Exhibit 99.1

 

Demand Media Reports Second Quarter 2011 Financial Results

 

·                  Revenue Increases 32% and Revenue ex-TAC1 Grows 34% Year-over-Year

 

·                  Cash Flow from Operations up 76% Year-over-Year

 

·                  Adjusted OIBDA1 Increases 44% Year-over-Year

 

SANTA MONICA, CA – August 9, 2011 – Demand Media, Inc. (NYSE: DMD), a leading content and social media company, today reported financial results for the quarter ended June 30, 2011.

 

Q211 Financial Summary:

 

GAAP

 

·             Revenue increased 32% to $79.5 million, compared with $60.4 million in Q210.

 

·             Loss from operations of $(0.9) million compared with a loss from operations of $(1.0) million in Q210.

 

·             Net loss of $(2.4) million compared with a net loss of $(1.9) million in Q210.  Net loss per share of $(0.03) compared with $(0.75) in Q210.

 

·             Cash flow from operations grew 76% to $16.8 million, from $9.6 million in Q210.

 

Non-GAAP1

 

·             Revenue ex-TAC increased 34% to $76.6 million, from $57.3 million in Q210.

 

·             Adjusted OIBDA grew 44% to $20.5 million, or 26.8% of Revenue ex-TAC, compared with $14.3 million, or 24.9% of Revenue ex-TAC, in Q210.

 

·             Adjusted Net Income of $5.0 million increased 43% compared with $3.5 million in Q210.  Adjusted Net Income per share – diluted of $0.06, grew 50% compared with $0.04 in Q210.

 

·             Discretionary Free Cash Flow increased 147% to $11.1 million, compared with $4.5 million in Q210.

 

·             Free Cash Flow of $(4.8) million compared with ($6.5) million in Q210.

 

“We posted another strong quarter, driven by significant year-over-year growth in both our Content & Media and Registrar businesses as we continued to enhance our content library with new talent, video, and feature articles,” said Richard Rosenblatt, chairman and CEO of Demand Media.  “We plan to build on this momentum by expanding our brand advertising relationships and accelerating our content platform’s international and social media growth initiatives.”

 

 


 

1      Non-GAAP measures are described below and are reconciled to the corresponding GAAP measures in the accompanying tables.

 

1



 

Q211 Financial Highlights:

 

·             Content & Media Revenue increased 38% to $49.8 million, compared with $36.1 million in Q210.

 

·             Traffic acquisition costs (TAC), which represent the portion of Content & Media revenue shared with Demand Media partners, of $2.8 million, or 5.6% of Content & Media revenue, compared with $3.1 million, or 8.5% of Content & Media revenue, in Q210.

 

·             Content & Media Revenue ex-TAC grew 42% to $47.0 million, from $33.0 million in Q210.

 

·             Registrar Revenue increased 22% to $29.6 million, compared with $24.3 million in Q210.

 

·             Investment in Intangible Assets of $15.9 million increased 45% from $11.0 million in Q210.

 

“Year-over-year growth in our content library, audience and brand advertising revenue, combined with very strong Registrar performance drove our Q2 results,” said Demand Media’s President and CFO Charles Hilliard.  “We generated strong cash flow from operations, ending the quarter with over $100 million in cash, and plan to continue to invest further in quality content and other growth opportunities in a financially disciplined manner.”

 

Q211 Business Highlights and Recent Developments:

 

Advertising

 

·             Demand Media announced a significant multi-year media partnership with L’Oreal USA, representing one of L’Oreal USA’s largest digital marketing initiatives.

 

·             Brand advertising sales contributed to 18% year-over-year growth in owned & operated Content & Media RPMs in Q2.

 

·             In August 2011, the Company acquired IndieClick, expanding its brand advertising capabilities.  IndieClick helps advertisers reach the valuable 18-34 year old demographic through innovative ad formats – including rich media, video, mobile and social media – that are integrated onto carefully selected destinations.

 

·             Today the Company announced a three-year renewal and expansion of its ongoing advertising partnership with Google.

 

Publishing

 

·            In June 2011, the Company launched Rachael Ray and Buddies on the eHow Food channel.

 

·            During Q2, Demand Media captured the second largest YouTube partner audience of unique users worldwide, according to comScore, Inc.

 

·            In July 2011, Demand Media acquired a Latin American content team adding Spanish language capabilities and supporting the beta version launch of eHow Español in August 2011.

 

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Social

 

·                  In August 2011, the Company expanded its social content capabilities through the acquisition of RSS Graffiti. During July 2011, over 600,000 brands, online publishers and individuals shared more than 60 million pieces of content with their friends and fans using the RSS Graffiti application.

 

Registrar

 

·                  ICANN recently approved the issuance of new generic top-level domains (gTLDs).  As the world’s second largest Internet domain registrar, the Company’s Registrar business is expanding its technology platform to distribute new gTLDs when they are launched.

 

Debt Financing

 

·                  In August 2011, the Company replaced its existing $100 million credit facility with a new, five-year $105 million credit facility led by Silicon Valley Bank and U.S. Bank, N.A.

 

Operating Metrics:

 

 

 

Three months ended
 June 30,

 

Six months ended
 June 30,

 

 

 

2010

 

2011

 

%
Change

 

2010

 

2011

 

%
Change

 

Content & Media Metrics:

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned and operated

 

 

 

 

 

 

 

 

 

 

 

 

 

Page views(1) (in millions)

 

1,994

 

2,573

 

29%

 

3,948

 

5,155

 

31%

 

RPM(2) 

 

$12.89

 

$15.19

 

18%

 

$11.81

 

$15.45

 

31%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Network of customer websites

 

 

 

 

 

 

 

 

 

 

 

 

 

Page views(1) (in millions)

 

3,153

 

3,688

 

17%

 

5,799

 

7,454

 

29%

 

RPM(2) 

 

$3.30

 

$2.91

 

(12)%

 

$3.39

 

$2.96

 

(13)%

 

RPM ex-TAC(3) 

 

$2.32

 

$2.15

 

(7)%

 

$2.40

 

$2.15

 

(10)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Registrar Metrics:

 

 

 

 

 

 

 

 

 

 

 

 

 

End of Period # of Domains(4) (in millions)

 

10.1

 

11.9

 

18%

 

10.1

 

11.9

 

18%

 

Average Revenue per Domain(5) 

 

$10.00

 

$10.17

 

2%

 

$9.96

 

$10.03

 

1%

 

 


(1)         Page views represent the total number of web pages viewed across our owned and operated websites and/or our network of customer websites.  During the quarter ended June 30, 2011, owned and operated page views were positively impacted by a product change associated with certain page features, including the presentation of picture slide shows, which did not impact advertising impressions.  Excluding the impact of such change, during the quarter and six months ended June 30, 2011, page views would have increased approximately 21% and 28%, respectively, compared to the corresponding prior-year periods.

(2)         RPM is defined as Content & Media revenue per one thousand page views.  During the quarter ended June 30, 2011, owned and operated RPMs were negatively impacted by a product change associated with certain page features, including the presentation of picture slide shows, which did not impact advertising impressions.  Excluding the impact of such change, during the quarter and six months ended June 30, 2011, RPMs would have increased approximately 26% and 33%, respectively, compared to the corresponding prior-year periods.

(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.

 

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(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.

 

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.

 

Below is the Company’s guidance for the quarter ending September 30, 2011, and fiscal year ending December 31, 2011.

 

(In millions)

 

Third Quarter(2)
2011

 

Fiscal Year(2)
2011

 

 

 

 

 

 

 

Revenue

 

$78.5 - $82.5

 

$321.5 - $329.5

 

TAC (traffic acquisition costs)

 

$3.5

 

$13.5

 

Revenue ex-TAC

 

$75.0 - $79.0

 

$308.0 - $316.0

 

 

 

 

 

 

 

Income (loss) from operations

 

($5.8) – ($4.3)

 

($10.1) – ($7.1)

 

Depreciation

 

$5.0

 

$21.0

 

Amortization of intangible assets

 

$11.0

 

$41.5

 

Stock-based compensation

 

$7.0

 

$28.5

 

Acquisition and realignment costs(1) 

 

$1.3

 

$2.1

 

Adjusted OIBDA

 

$18.5 - $20.0

 

$83.0 - $86.0

 

 

 

 

 

 

 

Weighted average diluted shares(3) 

 

88.0 – 90.0

 

90.0 – 92.0

 

 


(1)         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 expenses to be indicative of the Company’s core operating results.

 

(2)         The Company expects the combined effect of acquisitions, all of which were completed post June 30, 2011, to contribute approximately $3.0 million and $1.5 million of full-year 2011 revenue and revenue ex-TAC, respectively, with the majority of such effect occurring in the fourth quarter of 2011; to be negative to full year 2011 Income (loss) from operations and to be neutral to full year 2011 Adjusted OIBDA.

 

(3)         Weighted average diluted shares include the weighted average common stock and restricted stock for the periods presented and all dilutive common stock equivalents in each period.  Fiscal year 2011 amounts have been adjusted to reflect the revised capital structure following the Company’s initial public offering, which was completed on January 31, 2011, whereby the Company issued 5.2 million shares of common stock and converted certain warrants and all of its convertible preferred stock into 62.2 million shares of common stock as if those transactions were consummated on January 1, 2011.

 

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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 82803485.  To participate on the live call, analysts and investors 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.  An audio replay of the call will also be available to investors beginning at approximately 6:00 p.m. Eastern on August 9, 2011 until 11:59 p.m. Eastern on August 11, 2011, by dialing 855.859.2056 (for the U.S. and Canada) or 404.537.3406 (for international callers) and entering passcode 82803485.

 

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 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

 

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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 this non-GAAP 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 OIBDA 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 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 and 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 Net Income 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, less capital expenditures to acquire property and equipment.  Free Cash Flow is defined by the Company as net cash provided by operating 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 operating cash flows 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

 

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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 content and social media company that serves consumers, advertisers, publishers and creative professionals with a diverse portfolio of properties, products and services. Through brands like eHow, LIVESTRONG.COM, Cracked and typeF, Demand Media informs and entertains one of the internet’s largest audiences every month, helps advertisers find innovative ways to engage with their customers and enables publishers to expand their online presence. Founded in 2006, Demand Media is headquartered in Santa Monica, CA with offices in Kirkland, WA; Austin, TX; Chicago, IL; New York, NY; and London, UK. For more information about Demand Media 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 the recent 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; the inherent challenges of estimating the overall impact on page views and search driven traffic to our owned and operated websites based on the limited data available to us since the last algorithmic changes made by Google; 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

 

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the future; our ability to attract and retain freelance content creators; 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; 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 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.

 

# # #

 

(Tables Follow)

 

Contacts

 

Investor Contact:
Julie MacMedan
Demand Media
(310) 917-6485
Julie.MacMedan@demandmedia.com

 

Media Contact:
Wadooah Wali
Demand Media
(310) 917-6430
Wadooah@demandmedia.com

 

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Demand Media, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

2010

 

 

2011

 

 

2010

 

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

60,355

 

 

$

79,455

 

 

$

114,002

 

 

$

158,978

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Service costs (exclusive of amortization of intangible assets shown separately below) (1) (2)

 

31,571

 

 

37,869

 

 

61,735

 

 

75,523

 

Sales and marketing (1) (2)

 

5,645

 

 

9,286

 

 

10,396

 

 

18,869

 

Product development (1) (2)

 

6,482

 

 

9,642

 

 

12,514

 

 

18,893

 

General and administrative (1) (2)

 

9,462

 

 

13,787

 

 

17,440

 

 

30,811

 

Amortization of intangible assets

 

8,238

 

 

9,750

 

 

16,173

 

 

19,953

 

Total operating expenses

 

61,398

 

 

80,334

 

 

118,258

 

 

164,049

 

Income (loss) from operations

 

(1,043

)

 

(879

)

 

(4,256

)

 

(5,071

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

3

 

 

5

 

 

11

 

 

47

 

Interest expense

 

(168

)

 

(163

)

 

(349

)

 

(325

)

Other income (expense), net

 

(109

)

 

(2

)

 

(128

)

 

(259

)

Total other expense

 

(274

)

 

(160

)

 

(466

)

 

(537

)

Income (loss) before income taxes

 

(1,317

)

 

(1,039

)

 

(4,722

)

 

(5,608

)

Income tax (expense)

 

(610

)

 

(1,332

)

 

(1,327

)

 

(2,345

)

Net income (loss)

 

$

(1,927

)

 

$

(2,371

)

 

$

(6,049

)

 

$

(7,953

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Stock-based compensation expense included in the line items above:

 

 

 

 

 

 

 

 

 

 

 

 

Service costs

 

$

221

 

 

$

347

 

 

$

428

 

 

$

584

 

Sales and marketing

 

504

 

 

1,136

 

 

968

 

 

2,036

 

Product development

 

437

 

 

1,130

 

 

775

 

 

2,246

 

General and administrative

 

1,367

 

 

2,807

 

 

2,600

 

 

9,481

 

Total stock-based compensation expense

 

$

2,529

 

 

$

5,420

 

 

$

4,771

 

 

$

14,347

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2) Depreciation included in the line items above:

 

 

 

 

 

 

 

 

 

 

 

 

Service costs

 

$

3,483

 

 

$

4,149

 

 

$

6,826

 

 

$

8,193

 

Sales and marketing

 

41

 

 

115

 

 

82

 

 

187

 

Product development

 

318

 

 

438

 

 

659

 

 

759

 

General and administrative

 

516

 

 

878

 

 

921

 

 

1,450

 

Total depreciation

 

$

4,358

 

 

$

5,580

 

 

$

8,488

 

 

$

10,589

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(1,927

)

 

$

(2,371

)

 

$

(6,049

)

 

$

(7,953

)

Cumulative preferred stock dividends (3)

 

(8,243

)

 

 

 

(16,206

)

 

(2,477

)

Net loss attributable to common stockholders

 

$

(10,170

)

 

$

(2,371

)

 

$

(22,255

)

 

$

(10,430

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

 

$

(0.75

)

 

$

(0.03

)

 

$

(1.69

)

 

$

(0.14

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares

 

13,482

 

 

83,088

 

 

13,174

 

 

73,477

 

 


(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.

 

9



 

Demand Media, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets
(In thousands)

 

 

 

December
31, 2010

 

June 30,
2011

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

32,338

 

 

$

103,602

 

Accounts receivable, net

 

26,843

 

 

30,456

 

Prepaid expenses and other current assets

 

7,360

 

 

7,008

 

Deferred registration costs

 

44,213

 

 

47,504

 

Total current assets

 

110,754

 

 

188,570

 

 

 

 

 

 

 

 

Property and equipment, net

 

34,975

 

 

35,134

 

Intangible assets, net

 

102,114

 

 

114,848

 

Goodwill

 

224,920

 

 

227,849

 

Deferred registration costs

 

8,037

 

 

8,806

 

Other long-term assets

 

7,667

 

 

3,841

 

Total assets

 

$

488,467

 

 

$

579,048

 

 

 

 

 

 

 

 

Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

8,330

 

 

$

7,787

 

Accrued expenses and other current liabilities

 

29,570

 

 

27,124

 

Deferred tax liabilities

 

15,248

 

 

17,791

 

Deferred revenue

 

61,832

 

 

67,125

 

Total current liabilities

 

114,980

 

 

119,827

 

Deferred revenue

 

14,106

 

 

14,306

 

Other liabilities

 

1,043

 

 

976

 

Total liabilities

 

130,129

 

 

135,109

 

 

 

 

 

 

 

 

Convertible preferred stock

 

 

 

 

 

 

Total convertible preferred stock

 

373,754

 

 

 

Stockholders’ equity (deficit)

 

 

 

 

 

 

Common stock and additional paid-in capital

 

36,723

 

 

504,039

 

Accumulated other comprehensive income

 

108

 

 

100

 

Accumulated deficit

 

(52,247

)

 

(60,200

)

Total stockholders’ equity (deficit)

 

(15,416

)

 

443,939

 

Total liabilities, convertible preferred stock and stockholders’ equity (deficit)

 

$

488,467

 

 

$

579,048

 

 

10



 

Demand Media, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2010

 

2011

 

2010

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(1,927

)

 

$

(2,371

)

 

$

(6,049

)

 

$

(7,953

)

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

12,596

 

 

15,330

 

 

24,661

 

 

30,542

 

 

Stock-based compensation

 

2,434

 

 

5,426

 

 

4,578

 

 

14,262

 

 

Other

 

719

 

 

1,214

 

 

1,281

 

 

2,069

 

 

Net change in operating assets and liabilities, net of effect of acquisitions

 

(4,267

)

 

(2,751

)

 

(49

)

 

(2,852

)

 

Net cash provided by operating activities

 

9,555

 

 

16,848

 

 

24,422

 

 

36,068

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

(5,066

)

 

(5,746

)

 

(9,502

)

 

(10,830

)

 

Purchases of intangibles

 

(10,973

)

 

(15,858

)

 

(21,141

)

 

(30,062

)

 

Proceeds from maturities and sales of marketable securities, net

 

1,475

 

 

 

 

2,300

 

 

 

 

Cash paid for acquisitions

 

 

 

 

 

 

 

(3,839

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(14,564

)

 

(21,604

)

 

(28,343

)

 

(44,731

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds (payment) of debt, net

 

 

 

 

 

(10,000

)

 

 

 

Proceeds from issuance of common stock, net

 

189

 

 

(250

)

 

714

 

 

78,625

 

 

Proceeds from exercises of stock options

 

 

 

674

 

 

 

 

1,525

 

 

Other

 

(638

)

 

(106

)

 

(781

)

 

(215

)

 

Net cash provided by (used in) financing activities

 

(449

)

 

318

 

 

(10,067

)

 

79,935

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of foreign currency on cash and cash equivalents

 

(15

)

 

(16

)

 

(59

)

 

(8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

(5,473

)

 

(4,454

)

 

(14,047

)

 

71,264

 

 

Cash and cash equivalents, beginning of period

 

39,034

 

 

108,056

 

 

47,608

 

 

32,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

33,561

 

 

$

103,602

 

 

$

33,561

 

 

$

103,602

 

 

 

11



 

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 June 30,

 

Six months ended June 30,

 

 

 

2010

 

2011

 

2010

 

2011

 

Revenue ex-TAC:

 

 

 

 

 

 

 

 

 

 

 

 

 

Content & Media revenue

 

$

36,093

 

 

$

49,822

 

 

$

66,291

 

 

$

101,674

 

 

Less: traffic acquisition costs (TAC)

 

(3,063

)

 

(2,813

)

 

(5,757

)

 

(6,003

)

 

Content & Media Revenue ex-TAC

 

33,030

 

 

47,007

 

 

60,534

 

 

95,671

 

 

Registrar revenue

 

24,262

 

 

29,633

 

 

47,711

 

 

57,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue ex-TAC

 

$

57,292

 

 

$

76,642

 

 

$

108,245

 

 

$

152,975

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted OIBDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

(1,043

)

 

$

(879

)

 

$

(4,256

)

 

$

(5,071

)

 

Depreciation

 

4,358

 

 

5,580

 

 

8,488

 

 

10,589

 

 

Amortization of intangible assets

 

8,238

 

 

9,750

 

 

16,173

 

 

19,953

 

 

Stock-based compensation

 

2,529

 

 

5,420

 

 

4,771

 

 

14,347

 

 

Acquisition and realignment costs(1)

 

209

 

 

638

 

 

425

 

 

771

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted OIBDA

 

$

14,291

 

 

$

20,509

 

 

$

25,601

 

 

$

40,589

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discretionary and Total Free Cash Flow:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

9,555

 

 

$

16,848

 

 

$

24,422

 

 

$

36,068

 

 

Purchases of property and equipment

 

(5,066

)

 

(5,746

)

 

(9,502

)

 

(10,830

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discretionary Free Cash Flow

 

4,489

 

 

11,102

 

 

14,920

 

 

25,238

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of intangible assets

 

(10,973

)

 

(15,858

)

 

(21,141

)

 

(30,062

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free Cash Flow

 

$

(6,484

)

 

$

(4,756

)

 

$

(6,221

)

 

$

(4,824

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss)

 

$

(1,927

)

 

$

(2,371

)

 

$

(6,049

)

 

$

(7,953

)

 

(a)

Stock-based compensation

 

2,529

 

 

5,420

 

 

4,771

 

 

14,347

 

 

(b)

Amortization of intangible assets – M&A

 

4,269

 

 

3,097

 

 

8,938

 

 

6,831

 

 

(c)

Acquisition and realignment costs(1) 

 

209

 

 

638

 

 

425

 

 

771

 

 

(d)

Income tax effect of items (a) - (c) & application of 38% statutory tax rate to pre-tax income

 

(1,552

)

 

(1,752

)

 

(2,250

)

 

(3,865

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income

 

$

3,528

 

 

$

5,032

 

 

$

5,835

 

 

$

10,131

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Adjusted Net Income per share - diluted

 

$

0.04

 

 

$

0.06

 

 

$

0.07

 

 

$

0.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used to calculate non-GAAP Adjusted Net Income per share – diluted (2)

 

85,676

 

 

88,691

 

 

85,268

 

 

89,258

 

 

 


(1)         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.

(2)         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.

 

12



 

Demand Media, Inc. and Subsidiaries
Unaudited GAAP Revenue, by Revenue Source
(In thousands)

 

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2010

 

2011

 

2010

 

2011

 

Content & Media:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned and operated websites

 

$

25,703

 

$

39,095

 

$

46,636

 

$

79,619

 

 

 

 

 

 

 

 

 

 

 

Network of customer websites

 

10,390

 

10,727

 

19,655

 

22,055

 

 

 

 

 

 

 

 

 

 

 

  Total revenue – Content & Media

 

36,093

 

49,822

 

66,291

 

101,674

 

 

 

 

 

 

 

 

 

 

 

Registrar

 

24,262

 

29,633

 

47,711

 

57,304

 

 

 

 

 

 

 

 

 

 

 

  Total revenue

 

$

60,355

 

$

79,455

 

$

114,002

 

$

158,978

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2010

 

2011

 

2010

 

2011

 

Content & Media:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned and operated websites

 

43%

 

49%

 

41%

 

50%

 

 

 

 

 

 

 

 

 

 

 

Network of customer websites

 

17%

 

14%

 

17%

 

14%

 

 

 

 

 

 

 

 

 

 

 

  Total revenue – Content & Media

 

60%

 

63%

 

58%

 

64%

 

 

 

 

 

 

 

 

 

 

 

Registrar

 

40%

 

37%

 

42%

 

36%

 

 

 

 

 

 

 

 

 

 

 

  Total revenue

 

100%

 

100%

 

100%

 

100%

 

 

13