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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Digital Generation, Inc. | a12-5099_18k.htm |
Exhibit 99.1
News Announcement
For more information contact:
Omar Choucair
Chief Financial Officer
DG
972/581-2000
JoAnn Horne
Market Street Partners
415/445-3233
DG® REPORTS RECORD FOURTH QUARTER AND FULL YEAR 2011 RESULTS
Fourth Quarter Revenue Increases 44% to $108.3 Million
Dallas, TX February 15, 2012 DG® (NASDAQ: DGIT), the worlds leading ad management and distribution platform, today reported fourth quarter financial results. Consolidated revenue for the fourth quarter 2011 increased 44% to $108.3 million, compared to $75.2 million in the same period of 2010. DGs fourth quarter income from continuing operations was $5.8 million, or $0.21 per diluted share, compared to $18.6 million, or $0.65 per diluted share, in the year earlier period. Fourth quarter Adjusted EBITDA increased 11% to $43.1 million compared to $38.7 million for the same period of 2010.
For the twelve months ended December 31, 2011, consolidated revenue was $324.3 million compared to $241.3 million in 2010, an increase of 34%. 2011 income from continuing operations was $26.5 million, or $0.95 per diluted share, compared to income from continuing operations of $45.3 million, or $1.63 per diluted share in 2010. Adjusted EBITDA for 2011 increased 16% to $134.6 million versus $116.1 million for the 2010.
The fourth quarter capped a transitional year for DG, as 40% of our revenues came from online media while approximately 30% originated from outside the US, said Neil Nguyen, President and CEO of DG. Our TV segment continued to generate stable EBITDA and cash flow, as our online segment run rate approached a trillion ad impressions served per year. This foundation enables strategic investment in data-driven products and solutions leveraging the convergence of TV and Online media.
Our results are reported in two operating segments, television and online. Our advertising distribution services, direct response services, long form syndication services, and business intelligence services comprise our television segment. Our MediaMind, EyeWonder and Unicast entities form our online segment and will operate under the MediaMind brand going forward.
Fourth quarter and full year highlights include:
· DG generated consolidated revenue in the quarter of $108.3 million, an increase of 44% over the same period a year ago.
· The television segment generated revenue of $64.3 million, a decrease of 7% from the year earlier period. HD advertising revenue increased 5% to $36.3 million from the year earlier period.
· The online segment generated revenue of $44.0 million, an increase of 611% from the year earlier period, primarily due to DGs acquisitions of MediaMind and EyeWonder during the 3rd quarter of 2011.
· DGs fourth quarter non-GAAP net income was $10.9 million, or $0.40 per diluted share, compared to non-GAAP net income of $21.7 million, or $0.76 per diluted share in the year earlier period.
· 2011 non-GAAP net income was $50.9 million or $1.83 per diluted share, compared to non-GAAP net income of $58.7 million, or $2.11 per diluted share in the same period of 2010.
· DGs full year and fourth quarter operating income included $15.1 million and $1.3 million of acquisition and integration related expenses, respectively.
· The Company repurchased 328,000 shares during the 4th quarter for approximately $5.0 million. The Company repurchased 847,500 shares during the full year 2011.
· As of December 31, 2011, DG reported $83.0 million of cash and short term investments and had $483.0 million outstanding under its long term credit facility.
Fourth Quarter 2011 Financial Results Webcast
The Companys fourth quarter conference call will be broadcast live on the internet at 5:00 p.m. ET on February 15, 2012. The webcast is open to the general public and all interested parties may access the live webcast on the Internet at the Companys web site at www.dgit.com. Please allow 15 minutes to register and download or install any necessary software.
Acquisitions / Discontinued Operations
The Company has completed several acquisitions that have impacted the comparability of the operating results presented. The results of operations for each of the following entities have been included in the Companys results since the acquisition date.
· Match Point Media on October 1, 2010 (included in television segment)
· MIJO Corporation (MIJO) on April 1, 2011 (included in television segment)
· MediaMind Technologies, Inc. (MediaMind) on July 26, 2011 (included in online segment)
· EyeWonder LLC, a Delaware LLC, and the equity interests of Chors GmbH, a German LLC (collectively, EyeWonder) on September 1, 2011 (included in online segment)
Results related to the Companys Springbox unit have been reclassified to discontinued operations and, therefore, have been excluded from our continuing operating results for both 2011 and 2010.
Recast Third Quarter Results for Purchase Accounting Adjustments
Our third quarter financial statements have been recast to reflect changes in our estimation of the fair values of the assets acquired and liabilities assumed in our acquisition of MediaMind, which were originally recorded on a preliminary basis in the September 30, 2011 financial statements. The impact of this change was to decrease intangible assets by $105.7 million with an offsetting increase to goodwill and a reduction in deferred tax liabilities. As a result, our third quarter 2011 amortization expense decreased by $2.2 million from retrospectively adjusting the fair value of the acquired intangible assets as of the acquisition date. We also increased general and administrative expense by $0.5 million for additional stock based compensation which had been estimated based on preliminary information. These two adjustments, net of the related $0.5 million increase in income tax expense, increased our third quarter net income by $1.2 million as compared to what was previously reported.
Non-GAAP Reconciliation, Adjusted EBITDA, Non-GAAP Net Income Definitions
In addition to providing financial measurements based on generally accepted accounting principles in the United States of America (GAAP), the Company has historically provided additional financial measures that are not prepared in accordance with GAAP (non-GAAP). Legislative and regulatory changes discourage the use of and emphasis on non-GAAP financial measures and require companies to explain why non-GAAP financial measures are relevant to management and investors. We believe that the inclusion of Adjusted EBITDA as a non-GAAP financial measure in this press release helps investors to gain a meaningful understanding of our past performance and future prospects, consistent with how management measures and forecasts our performance, especially when comparing such results to previous periods or forecasts. Our management uses Adjusted EBITDA as a non-GAAP financial measure, in addition to GAAP financial measures, as the basis for measuring our core operating performance and comparing such performance to that of prior periods and to the performance of our competitors. We use Adjusted EBITDA to measure the operating performance of our segments. This measure also is used by management in its financial and operational decision-making. There are limitations associated with reliance on any non-GAAP
financial measures because they are specific to our operations and financial performance, which makes comparisons with other companies financial results more challenging. By providing both GAAP and non-GAAP financial measures, we believe that investors are able to compare our GAAP results to those of other companies while also gaining a better understanding of our operating performance as evaluated by management.
The Company considers Adjusted EBITDA to be an important indicator of the overall performance of the Company because it eliminates the effects of events that are non-cash, or are not expected to recur as they are not part of our ongoing operations.
The Company defines Adjusted EBITDA as net income from continuing operations, before interest, taxes, depreciation and amortization, share-based compensation, acquisition and integration expenses, restructuring / impairment charges and benefits, and gains and losses on derivative instruments. The Company considers Adjusted EBITDA to be an important indicator of the Companys operational strength and performance and a good measure of the Companys historical operating trends.
Adjusted EBITDA eliminates items that are either not part of the Companys core operations, such as net interest expense, acquisition and integration expenses, and gains and losses from derivative instruments, or do not require a cash outlay, such as share-based compensation and impairment charges. Adjusted EBITDA also excludes depreciation and amortization expense, which is based on the Companys estimate of the useful life of tangible and intangible assets. These estimates could vary from actual performance of the asset, are based on historical costs, and may not be indicative of current or future capital expenditures.
We are also providing non-GAAP net income as a non-GAAP financial measure for the fourth quarter as well as for the full year of 2011 because we have provided this measure in the past. Going forward, we do not regard this measure as useful in managing our business. We do not expect to provide this measure in the future.
The Company defines non-GAAP net income as net income from continuing operations before amortization of intangible assets, impairment charges, acquisition and integration expenses, write-off of deferred loan fees and loss on interest rate swap terminations/gains and losses on foreign currency forward contracts, and share-based compensation expense. All amounts excluded from net income for purposes of determining non GAAP net income are reported net of the tax benefit these expenses provide.
Adjusted EBITDA and non-GAAP net income should be considered in addition to, not as a substitute for, the Companys operating income and net income, as well as other measures of financial performance reported in accordance with GAAP.
Reconciliation of Non-GAAP Financial Measures
In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, the Company is presenting the most directly comparable GAAP financial measures and reconciling the non-GAAP financial measures to the comparable GAAP measures.
About DG
DG connects over 9,000 global advertisers and agencies with their targeted audiences through an expansive network of over 6,000 television broadcast stations and over 8,200 web publishers in 64 countries. The Companys television segment utilizes best-in-class network and content management technologies, creative and production resources, digital asset management and syndication services that enable advertisers and agencies to work faster, smarter and more competitively. The Companys online segment, MediaMind, allows marketers to benefit from optimized management of online advertising campaigns while maximizing data driven advertising. For more information, visit www.DGit.com.
Forward-Looking Statements
This release contains forward-looking statements relating to the Company. These forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. Such risks and uncertainties include, among other things;
· our potential inability to further identify, develop and achieve commercial success for new products;
· the possibility of delays in product development;
· the development of competing distribution and online services and products, and the pricing of competing services and products;
· our ability to protect our proprietary technologies;
· the potential shift of advertising spending by our customers to online and non-traditional media from television and radio;
· the growth rate of High Definition (HD) ad delivery by our customers;
· risks associated with integrating the MediaMind and other acquisitions with our operations, personnel and technologies;
· operating in a variety of foreign jurisdictions;
· fluctuations in currency exchange rates;
· risks of new, changing, and competitive technologies;
· risks relating to the potential impairment of our goodwill;
and other risks relating to DGs business which are set forth in the Companys filings with the Securities and Exchange Commission. DG assumes no obligation to publicly update or revise any forward-looking statements.
(Financial Tables Follow)
Digital Generation, Inc.
Unaudited Consolidated Statements of Operations
(In thousands, except per share amounts)
|
|
Three Months Ended |
|
Year Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Revenues |
|
$ |
108,301 |
|
$ |
75,181 |
|
$ |
324,257 |
|
$ |
241,328 |
|
Cost of revenues |
|
31,956 |
|
22,572 |
|
104,697 |
|
73,230 |
| ||||
Sales and marketing |
|
15,705 |
|
3,666 |
|
31,549 |
|
13,534 |
| ||||
Research and development |
|
6,927 |
|
3,347 |
|
17,818 |
|
10,601 |
| ||||
General and administrative |
|
10,596 |
|
6,923 |
|
35,599 |
|
27,815 |
| ||||
Operating expenses, excluding depreciation and amortization, share-based compensation and acquisition and integration expenses |
|
65,184 |
|
36,508 |
|
189,663 |
|
125,180 |
| ||||
Adjusted EBITDA |
|
43,117 |
|
38,673 |
|
134,594 |
|
116,148 |
| ||||
Depreciation and amortization |
|
13,034 |
|
8,303 |
|
38,736 |
|
29,236 |
| ||||
Share-based compensation |
|
4,838 |
|
1,342 |
|
12,430 |
|
4,805 |
| ||||
Acquisition and integration expenses |
|
1,343 |
|
169 |
|
15,119 |
|
269 |
| ||||
Operating income |
|
23,902 |
|
28,859 |
|
68,309 |
|
81,838 |
| ||||
Write-off of deferred loan fees |
|
|
|
|
|
200 |
|
2,875 |
| ||||
Loss on interest rate swap termination |
|
|
|
|
|
|
|
2,135 |
| ||||
Other expense (income), net |
|
475 |
|
(144 |
) |
637 |
|
(221 |
) | ||||
Interest expense |
|
8,206 |
|
26 |
|
14,715 |
|
2,340 |
| ||||
Other expense (income), net |
|
8,681 |
|
(118 |
) |
15,552 |
|
7,129 |
| ||||
Income before income taxes from continuing operations |
|
15,221 |
|
28,977 |
|
52,757 |
|
74,709 |
| ||||
Provision for income taxes |
|
9,373 |
|
10,423 |
|
26,220 |
|
29,407 |
| ||||
Income from continuing operations |
|
5,848 |
|
18,554 |
|
26,537 |
|
45,302 |
| ||||
Loss from discontinued operations, net of tax |
|
(1,425 |
) |
(3,927 |
) |
(2,053 |
) |
(3,733 |
) | ||||
Net income |
|
$ |
4,423 |
|
$ |
14,627 |
|
$ |
24,484 |
|
$ |
41,569 |
|
|
|
|
|
|
|
|
|
|
| ||||
Basic earnings (loss) per share: |
|
|
|
|
|
|
|
|
| ||||
Continuing operations |
|
$ |
0.21 |
|
$ |
0.66 |
|
$ |
0.96 |
|
$ |
1.65 |
|
Discontinued operations |
|
(0.05 |
) |
(0.14 |
) |
(0.07 |
) |
(0.13 |
) | ||||
Total |
|
$ |
0.16 |
|
$ |
0.52 |
|
$ |
0.89 |
|
$ |
1.52 |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
| ||||
Continuing operations |
|
$ |
0.21 |
|
$ |
0.65 |
|
$ |
0.95 |
|
$ |
1.63 |
|
Discontinued operations |
|
(0.05 |
) |
(0.14 |
) |
(0.07 |
) |
(0.13 |
) | ||||
Total |
|
$ |
0.16 |
|
$ |
0.51 |
|
$ |
0.88 |
|
$ |
1.50 |
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
27,361 |
|
28,160 |
|
27,516 |
|
27,226 |
| ||||
Diluted |
|
27,460 |
|
28,402 |
|
27,760 |
|
27,570 |
|
Digital Generation, Inc.
Reconciliation of Income from Continuing Operations to Non-GAAP Net Income and Adjusted EBITDA
(In thousands, except per share amounts)
(Unaudited)
|
|
Three Months Ended |
|
Year Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income from continuing operations |
|
$ |
5,848 |
|
$ |
18,554 |
|
$ |
26,537 |
|
$ |
45,302 |
|
Amortization of intangibles |
|
7,088 |
|
3,379 |
|
20,349 |
|
12,078 |
| ||||
Share-based compensation |
|
4,838 |
|
1,342 |
|
12,430 |
|
4,805 |
| ||||
Acquisition and integration expenses |
|
1,343 |
|
169 |
|
15,119 |
|
269 |
| ||||
Write-off of deferred loan fees and loss on interest rate swap termination |
|
|
|
|
|
200 |
|
5,010 |
| ||||
Loss on foreign currency forward contracts |
|
|
|
|
|
386 |
|
|
| ||||
Income tax effect of above items |
|
(8,171 |
) |
(1,759 |
) |
(24,096 |
) |
(8,723 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Non-GAAP net income |
|
10,946 |
|
21,685 |
|
50,925 |
|
58,741 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Other expense (income), net |
|
8,681 |
|
(118 |
) |
14,966 |
|
2,119 |
| ||||
Add back income tax effect of items within Non- GAAP net income shown above |
|
8,171 |
|
1,759 |
|
24,096 |
|
8,723 |
| ||||
Provision for income taxes |
|
9,373 |
|
10,423 |
|
26,220 |
|
29,407 |
| ||||
Depreciation expense |
|
5,946 |
|
4,924 |
|
18,387 |
|
17,158 |
| ||||
Adjusted EBITDA |
|
$ |
43,117 |
|
$ |
38,673 |
|
$ |
134,594 |
|
$ |
116,148 |
|
|
|
|
|
|
|
|
|
|
| ||||
Non-GAAP earnings per share: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
0.40 |
|
$ |
0.77 |
|
$ |
1.85 |
|
$ |
2.14 |
|
Diluted |
|
$ |
0.40 |
|
$ |
0.76 |
|
$ |
1.83 |
|
$ |
2.11 |
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
27,361 |
|
28,160 |
|
27,516 |
|
27,226 |
| ||||
Diluted |
|
27,460 |
|
28,402 |
|
27,760 |
|
27,570 |
|
Reconciliation of Diluted GAAP Earnings per Share to Diluted Non-GAAP Earnings per Share
(Unaudited)
|
|
Three Months Ended |
|
Year Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income from continuing operations per share - diluted |
|
$ |
0.21 |
|
$ |
0.65 |
|
$ |
0.95 |
|
$ |
1.63 |
|
Amortization of intangibles |
|
0.26 |
|
0.12 |
|
0.73 |
|
0.43 |
| ||||
Share-based compensation |
|
0.18 |
|
0.05 |
|
0.45 |
|
0.17 |
| ||||
Acquisition and integration expenses |
|
0.05 |
|
|
|
0.54 |
|
0.01 |
| ||||
Write-off of deferred loan fees and loss on interest rate swap termination |
|
|
|
|
|
0.01 |
|
0.18 |
| ||||
Loss on foreign currency forward contracts |
|
|
|
|
|
0.02 |
|
|
| ||||
Income tax effect of above items |
|
(0.30 |
) |
(0.06 |
) |
(0.87 |
) |
(0.31 |
) | ||||
Non-GAAP earnings per share - diluted |
|
$ |
0.40 |
|
$ |
0.76 |
|
$ |
1.83 |
|
$ |
2.11 |
|
Digital Generation, Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
Years Ended |
| ||||
|
|
2011 |
|
2010 |
| ||
Cash flows from operating activities: |
|
|
|
|
| ||
Net income |
|
$ |
24,484 |
|
$ |
41,569 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
| ||
Depreciation of property and equipment |
|
18,580 |
|
17,404 |
| ||
Amortization of intangibles |
|
20,699 |
|
12,588 |
| ||
Deferred income taxes |
|
7,758 |
|
12,434 |
| ||
Provision for accounts receivable losses |
|
1,471 |
|
3,160 |
| ||
Impairment of Springbox unit |
|
1,800 |
|
5,866 |
| ||
Share-based compensation |
|
12,430 |
|
4,805 |
| ||
Excess tax benefits of share-based compensation |
|
|
|
(1,112 |
) | ||
Other |
|
(619 |
) |
(659 |
) | ||
Changes in operating assets and liabilities: |
|
|
|
|
| ||
Accounts receivable |
|
1,759 |
|
(13,571 |
) | ||
Other assets |
|
(4,905 |
) |
3,162 |
| ||
Accounts payable and other liabilities |
|
(6,950 |
) |
(532 |
) | ||
Deferred revenue |
|
506 |
|
(756 |
) | ||
Net cash provided by operating activities |
|
77,013 |
|
84,358 |
| ||
|
|
|
|
|
| ||
Cash flows from investing activities: |
|
|
|
|
| ||
Purchases of property and equipment |
|
(11,802 |
) |
(8,498 |
) | ||
Capitalized costs of developing software |
|
(7,321 |
) |
(4,961 |
) | ||
Purchase of short term investments |
|
(9,147 |
) |
|
| ||
Proceeds from sale of short term investments |
|
2,860 |
|
|
| ||
Acquisitions, net of cash acquired |
|
(499,946 |
) |
(27,501 |
) | ||
Other |
|
33 |
|
81 |
| ||
Net cash used in investing activities |
|
(525,323 |
) |
(40,879 |
) | ||
|
|
|
|
|
| ||
Cash flows from financing activities: |
|
|
|
|
| ||
Proceeds from issuance of common stock, net of costs |
|
392 |
|
115,863 |
| ||
Purchases of treasury stock |
|
(21,546 |
) |
(13,148 |
) | ||
Payment of tax withholding obligation in exchange for shares tendered |
|
(1,129 |
) |
(1,620 |
) | ||
Excess tax benefits of share-based compensation |
|
|
|
1,112 |
| ||
Proceeds from issuance of long-term debt |
|
485,100 |
|
|
| ||
Payment of debt issuance costs |
|
(12,019 |
) |
|
| ||
Repayments of capital leases |
|
(432 |
) |
(3,721 |
) | ||
Repayments of long-term debt |
|
(2,450 |
) |
(102,462 |
) | ||
Net cash provided (used by) financing activities |
|
447,916 |
|
(3,976 |
) | ||
|
|
|
|
|
| ||
Effect of exchange rate changes on cash and cash equivalents |
|
(440 |
) |
36 |
| ||
Net increase (decrease) in cash and cash equivalents |
|
(834 |
) |
39,539 |
| ||
Cash and cash equivalents at beginning of year |
|
73,409 |
|
33,870 |
| ||
|
|
|
|
|
| ||
Cash and cash equivalents at end of period |
|
$ |
72,575 |
|
$ |
73,409 |
|
|
|
|
|
|
| ||
Supplemental disclosures of cash flow information: |
|
|
|
|
| ||
Cash paid for interest |
|
$ |
12,721 |
|
$ |
4,958 |
|
Cash paid for income taxes |
|
$ |
26,231 |
|
$ |
13,173 |
|
Non-cash financing and investing activities |
|
|
|
|
| ||
Non-cash component of purchase price to acquire business |
|
$ |
|
|
$ |
1,602 |
|
Capital lease obligations incurred |
|
$ |
|
|
$ |
1,162 |
|
Digital Generation, Inc.
Unaudited Condensed Consolidated Balance Sheets
(In thousands)
|
|
December 31, |
|
December 31, |
| ||
|
|
2011 |
|
2010 |
| ||
Cash and short term investments |
|
$ |
82,965 |
|
$ |
73,409 |
|
Accounts receivable, net |
|
100,719 |
|
64,099 |
| ||
Property and equipment, net |
|
54,159 |
|
39,380 |
| ||
Goodwill |
|
576,435 |
|
226,257 |
| ||
Deferred income taxes |
|
58,016 |
|
14,729 |
| ||
Intangibles, net |
|
201,405 |
|
95,518 |
| ||
Other |
|
33,204 |
|
3,953 |
| ||
Assets of discontinued operations |
|
766 |
|
2,659 |
| ||
Total assets |
|
$ |
1,107,669 |
|
$ |
520,004 |
|
|
|
|
|
|
| ||
Accounts payable and accrued liabilities |
|
$ |
49,183 |
|
$ |
17,685 |
|
Deferred revenue |
|
2,474 |
|
1,450 |
| ||
Deferred income taxes |
|
58,269 |
|
|
| ||
Debt |
|
483,033 |
|
|
| ||
Other |
|
6,924 |
|
3,957 |
| ||
Total liabilities |
|
599,883 |
|
23,092 |
| ||
Total stockholders equity |
|
507,786 |
|
496,912 |
| ||
Total liabilities and stockholders equity |
|
$ |
1,107,669 |
|
$ |
520,004 |
|