Attached files
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| 8-K - 8-K - Ancestry.com LLC | d681368d8k.htm |
Exhibit 99.1
ANCESTRY.COM LLC REPORTS FOURTH QUARTER AND FULL YEAR 2013 FINANCIAL RESULTS
– 2013 Total Non-GAAP Revenue $561.5 million, Up 15% Year-Over-Year –
– 2013 Adjusted EBITDA $211.6 million, Up 18% Year-Over-Year –
PROVO, Utah, February 20, 2014 – Ancestry.com LLC reported financial results for the fourth quarter and full year ended December 31, 2013. Financial performance for the periods was consistent with the preliminary results reported by the Company on January 29, 2014.
“2013 was a successful year for Ancestry.com. We delivered strong financial performance highlighted by improved profit margins and growth in cash flows,” said Tim Sullivan, Chief Executive Officer of Ancestry.com. “We have a busy 2014 planned as we position the company to capitalize on its long-term growth opportunities. Key areas of activity and investment include areas such as product development initiatives; international expansion; our exclusive agreement with FamilySearch; and the continued growth of our popular AncestryDNA product, among others. We enjoy a solid foundation from which to pursue these initiatives, with a total subscriber base of more than 2.7 million across all websites and a profitable and healthy business model.”
Fourth Quarter and Full Year 2013 Financial Highlights1
| • | Total revenues for the fourth quarter and full year 2013 were $145.0 million and $540.4 million, respectively. |
| • | Non-GAAP revenues2 for the fourth quarter of 2013 were $145.9 million, an increase of 10.8% over $131.7 million in the fourth quarter of 2012. For the full year 2013, total non-GAAP revenues were $561.5 million, an increase of 15.1% over the full year 2012, driven by growth in revenues from the Company’s core Ancestry.com branded websites, Archives.com and AncestryDNA. |
| • | Net loss for the fourth quarter of 2013 was $(23.3) million compared to net loss of $(60.3) million in the fourth quarter of 2012. For the full year 2013, net loss was $(79.7) million compared to a net loss of $(1.9) million for the full year 2012. |
| • | Adjusted EBITDA3 for the fourth quarter of 2013 was $53.6 million, compared to $50.1 million in the fourth quarter of 2012. Adjusted EBITDA margin for the fourth quarter of 2013 was 36.7%, compared to 38.2% in the fourth quarter of 2012. For the full year 2013, adjusted EBITDA was $211.6 million, compared to $178.8 million for the full year 2012. Adjusted EBITDA margin for the full year 2013 was 37.7%, compared to 36.7% for the full year 2012. The quarter and year-to-date periods included $2.0 and $5.6 million, respectively, of general legal and professional fees related to litigation, establishing the Company’s new corporate structure, registering the 2020 notes with the SEC and the dividend declared in September 2013 by the Company’s owners, and costs related to the settlement of litigation. |
| • | Free cash flow4 totaled $132.9 million for the full year 2013 compared to $106.0 million for the full year 2012. |
| • | Cash and cash equivalents totaled $86.6 million as of December 31, 2013. |
| • | Obligations under long-term debt5 totaled $906.4 million as of December 31, 2013. |
| 1 | Fourth quarter and full year 2012 results reflect the combined periods preceding and succeeding the acquisition of Ancestry.com Inc. by a company controlled by Permira funds and co-investors (the “Transaction”). The Transaction was consummated on December 28, 2012. |
| 2 | Non-GAAP revenues are defined as the revenues that would have been recognized, except for the write-down of deferred revenue to fair value as a result of the application of purchase accounting for the Transaction. Non-GAAP revenues is calculated as total revenues plus the effects of non-cash adjustments to revenue from purchase accounting. |
| 3 | Adjusted EBITDA is defined as net income (loss) plus non-cash purchase accounting adjustments to revenue, interest expense, net; other (income) expense; income tax expense (benefit); non-cash charges including depreciation, amortization, and stock-based compensation expense; and expenses associated with the Transaction. |
| 4 | Free cash flow subtracts from adjusted EBITDA capitalization of content databases, purchases of property and equipment and cash received (paid) for income taxes and interest. |
| 5 | This amount does not include $400.0 million in senior unsecured PIK notes issued by our parent company, Ancestry.com Holdings LLC as of the date of this release. While not required, Ancestry.com LLC intends to make dividends to our parent in order to fund cash interest payments of these notes. |
Recent Business Highlights
| • | Subscribers of Ancestry.com websites totaled approximately 2,140,000 as of December 31, 2013, a 6.2% increase over the end of the fourth quarter of 2012 and a 1.6% decrease from the end of the third quarter of 2013. |
| • | The Company ended the year with approximately 12.7 billion records, having added more than 1.2 billion new records in 2013. New collections added in Q4 included: |
| • | West Yorkshire, England, Electoral Registers, 1840-1962 – 22.6 million records |
| • | Surrey, England, Electoral Registers, 1918-1945 – 10.5 million records |
| • | Ireland Census, 1901 & 1911 – 8.7 million records |
| • | Netherlands Death Records, 1779-2013 – 3.5 million records |
| • | Texas Birth and Death Certificates, 1903-1982 – 6.9 million records |
| • | U.S. School Catalogs, 1756-1935 – 5.3 million records |
| • | Associated Press Card Index, 1905-2001 – 2.6 million records |
| • | User-generated content on Ancestry.com continued to grow significantly during the year, and at year-end more than 3.1 billion records had been attached to our users’ family members, including 191 million uploaded photos and more than 16 million uploaded stories. |
| • | Since launching in May 2012, AncestryDNA now has a database of more than 300,000 DNA samples, delivering an average of 50 fourth cousin DNA matches per customer. |
| • | The Ancestry app has been downloaded more than 10 million times across the Android and iOS platforms; additionally, our redesigned iOS app includes new features and other social capabilities. |
Use of Non-GAAP Measures
The Company believes that non-GAAP revenues, adjusted EBITDA and free cash flow are useful measures of operating performance because they exclude items that the Company does not consider indicative of its core performance. Non-GAAP revenues are calculated by adding the effects of non-cash adjustments to revenue from purchase accounting for the Transaction. In the case of adjusted EBITDA, net income (loss) is adjusted for such expenses as non-cash adjustments to revenue from purchase accounting, interest expense, net; other (income) expense, net; income tax expense (benefit); non-cash charges including depreciation, amortization and stock-based compensation expense; and expenses associated with the Transaction. Free cash flow subtracts from adjusted EBITDA the capitalization of content databases, purchases of property and equipment and cash received (paid) for income taxes and interest. However, these non-GAAP measures should be considered in addition to, not as a substitute for or superior to, total revenues, net income (loss) and net cash provided by operating activities, or other financial measures prepared in accordance with GAAP. A reconciliation to the GAAP equivalents of these non-GAAP measures is contained in tabular form on the attached unaudited summary financial statements.
The Company uses non-GAAP revenues, adjusted EBITDA and free cash flow as measures of operating performance; for planning purposes, including the preparation of the annual operating budget; to allocate resources to enhance the financial performance of its business; to evaluate the effectiveness of its business strategies; and in communications with its operating committee concerning its financial performance. The Company also uses non-GAAP revenues and adjusted EBITDA as factors when determining the incentive compensation pool.
About Ancestry.com
Ancestry.com is the world’s largest online family history resource with approximately 2.7 million paying subscribers across all its websites. More than 12 billion records have been added to the Ancestry.com sites and users have created more than 55 million family trees containing more than 5 billion profiles. In addition to its flagship site www.ancestry.com, the company operates several global Ancestry international websites along with a suite of online family history brands, including Archives.com, Fold3.com, Newspapers.com, and offers the AncestryDNA product, sold by its subsidiary, Ancestry.com DNA, LLC, all of which are designed to empower people to discover, preserve and share their family history.
Forward-Looking Statements
This press release contains forward-looking statements. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from those anticipated in these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “appears,” “may,” “designed,” “expect,” “intend,” “focus,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “should,” “continue” or “work” or the negative of these terms or other comparable terminology. These statements include statements describing the Company’s subscriber base, future earnings, growth outlook and financial and operating performance, its business outlook, its leadership position and its opportunities and prospects for growth, including growth in revenues, adjusted EBITDA and number of subscribers. These forward-looking statements are based on information available to the Company as of the date of this press release. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond the Company’s control. In particular, such risks and uncertainties include the Company’s continued ability to attract and retain subscribers; continued service outages or a significant disruption in service on its websites; its continued ability to acquire content and make it available online; its ability to add tools and features and provide value to satisfy customer demand; difficulties encountered in integrating acquired businesses and retaining customers; the timing and amount of investments in the Company’s DNA service; market conditions; the Company’s substantial debt obligations as a result of the acquisition of the Company by a company controlled by the Permira funds and co-investors; its intention to pay dividends to its parent; the availability of cash and credit; the adverse impact of competitive product announcements; failure to achieve anticipated revenues, adjusted EBITDA and operating performance; changes in overall economic conditions; the loss of key employees; competitors’ actions; pricing and gross margin pressures; inability to control costs and expenses; and significant litigation. Information concerning additional factors that could cause events or results to differ materially from those projected in the forward-looking statements is contained under the caption “Risk Factors” in Exhibit 99.3 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2014, and in discussions in other of our Securities and Exchange Commission filings.
These forward-looking statements should not be relied upon as representing our views as of any subsequent date and we assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.
ANCESTRY.COM LLC
CONSOLIDATED BALANCE SHEETS
(in thousands)
| December 31, | December 31, | |||||||
| 2013 | 2012 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 86,554 | $ | 35,651 | ||||
| Restricted cash |
60,740 | 83,863 | ||||||
| Accounts receivable, net of allowances of $605 and $661 at December 31, 2013 and December 31, 2012, respectively |
11,382 | 11,089 | ||||||
| Income tax receivable |
3,285 | 41,799 | ||||||
| Current deferred income taxes |
20,350 | — | ||||||
| Prepaid expenses and other current assets |
11,530 | 9,816 | ||||||
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| Total current assets |
193,841 | 182,218 | ||||||
| Property and equipment, net |
37,613 | 27,813 | ||||||
| Content databases, net |
272,758 | 270,984 | ||||||
| Intangible assets, net |
416,735 | 600,628 | ||||||
| Goodwill |
948,283 | 945,619 | ||||||
| Other assets |
35,512 | 50,192 | ||||||
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| Total assets |
$ | 1,904,742 | $ | 2,077,454 | ||||
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| LIABILITIES AND MEMBER’S INTERESTS | ||||||||
| Current liabilities: |
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| Accounts payable |
$ | 12,575 | $ | 11,432 | ||||
| Accrued expenses |
51,923 | 62,120 | ||||||
| Acquisition-related liabilities |
60,640 | 83,863 | ||||||
| Deferred revenues |
137,864 | 116,953 | ||||||
| Current deferred income taxes |
— | 2,021 | ||||||
| Current portion of long-term debt |
36,760 | 6,432 | ||||||
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| Total current liabilities |
299,762 | 282,821 | ||||||
| Long-term debt, net |
869,620 | 936,797 | ||||||
| Deferred income taxes |
185,553 | 235,167 | ||||||
| Other long-term liabilities |
9,110 | 13,323 | ||||||
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| Total liabilities |
1,364,045 | 1,468,108 | ||||||
| Commitments and contingencies |
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| Member’s interests |
693,072 | 682,021 | ||||||
| Accumulated deficit |
(152,375 | ) | (72,675 | ) | ||||
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| Total member’s interests |
540,697 | 609,346 | ||||||
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| Total liabilities and member’s interests |
$ | 1,904,742 | $ | 2,077,454 | ||||
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ANCESTRY.COM LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
| Successor | Predecessor(1) | |||||||||||
| Year ended | Period from | Period from | ||||||||||
| December 31, | Dec. 29, 2012 to | Jan. 1, 2012 to | ||||||||||
| 2013(2) | Dec. 31, 2012 | Dec. 28, 2012 | ||||||||||
| (unaudited) | ||||||||||||
| Revenues: |
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| Subscription revenues |
$ | 499,557 | $ | 3,194 | $ | 451,744 | ||||||
| Product and other revenues |
40,834 | 264 | 31,883 | |||||||||
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| Total revenues |
540,391 | 3,458 | 483,627 | |||||||||
| Costs of revenues: |
||||||||||||
| Cost of subscription revenues |
91,118 | 664 | 66,741 | |||||||||
| Cost of product and other revenues |
24,324 | 159 | 19,162 | |||||||||
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| Total cost of revenues |
115,442 | 823 | 85,903 | |||||||||
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| Gross profit |
424,949 | 2,635 | 397,724 | |||||||||
| Operating expenses: |
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| Technology and development |
85,723 | 642 | 77,512 | |||||||||
| Marketing and advertising |
145,103 | 1,145 | 138,073 | |||||||||
| General and administrative |
55,691 | 381 | 45,995 | |||||||||
| Amortization of acquired intangible assets |
185,193 | 1,472 | 16,551 | |||||||||
| Transaction-related expenses(4) |
— | 102,264 | 7,104 | |||||||||
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| Total operating expenses |
471,710 | 105,904 | 285,235 | |||||||||
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| Income (loss) from operations |
(46,761 | ) | (103,269 | ) | 112,489 | |||||||
| Interest expense, net |
(97,837 | ) | (730 | ) | (1,065 | ) | ||||||
| Other income (expense), net |
(655 | ) | — | 742 | ||||||||
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| Income (loss) before income taxes |
(145,253 | ) | (103,999 | ) | 112,166 | |||||||
| Income tax benefit (expense) |
65,553 | 31,324 | (41,377 | ) | ||||||||
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| Net income (loss) |
$ | (79,700 | ) | $ | (72,675 | ) | $ | 70,789 | ||||
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ANCESTRY.COM LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
| Successor | Predecessor(1) | |||||||||||
| Three Months Ended |
Period from | Period from | ||||||||||
| December 31, | Dec. 29, 2012 to | Oct. 1, 2012 to | ||||||||||
| 2013(5) | Dec. 31, 2012 | Dec. 28, 2012 | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Revenues: |
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| Subscription revenues |
$ | 133,556 | $ | 3,194 | $ | 117,179 | ||||||
| Product and other revenues |
11,430 | 264 | 10,479 | |||||||||
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| Total revenues |
144,986 | 3,458 | 127,658 | |||||||||
| Costs of revenues: |
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| Cost of subscription revenues |
24,400 | 664 | 17,268 | |||||||||
| Cost of product and other revenues |
7,238 | 159 | 6,474 | |||||||||
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| Total cost of revenues |
31,638 | 823 | 23,742 | |||||||||
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| Gross profit |
113,348 | 2,635 | 103,916 | |||||||||
| Operating expenses: |
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| Technology and development |
21,825 | 642 | 22,220 | |||||||||
| Marketing and advertising |
37,231 | 1,145 | 32,770 | |||||||||
| General and administrative |
16,182 | 381 | 11,390 | |||||||||
| Amortization of acquired intangible assets |
46,161 | 1,472 | 6,189 | |||||||||
| Transaction-related expenses(4) |
— | 102,264 | 4,226 | |||||||||
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| Total operating expenses |
121,399 | 105,904 | 76,795 | |||||||||
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| Income (loss) from operations |
(8,051 | ) | (103,269 | ) | 27,121 | |||||||
| Interest expense, net |
(27,268 | ) | (730 | ) | (391 | ) | ||||||
| Other income (expense), net |
(221 | ) | — | (19 | ) | |||||||
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| Income (loss) before income taxes |
(35,540 | ) | (103,999 | ) | 26,711 | |||||||
| Income tax benefit (expense) |
12,193 | 31,324 | (14,346 | ) | ||||||||
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| Net income (loss) |
$ | (23,347 | ) | $ | (72,675 | ) | $ | 12,365 | ||||
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ANCESTRY.COM LLC
| Successor | Predecessor(1) | |||||||||||
| Year ended | Period from | Period from | ||||||||||
| December 31, | Dec. 29, 2012 to | Jan. 1, 2012 to | ||||||||||
| 2013(2) | Dec. 31, 2012 | Dec. 28, 2012 | ||||||||||
| (unaudited) | ||||||||||||
| Reconciliation of adjusted EBITDA and free cash flow to net income (loss) (in thousands): |
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| Net income (loss) |
$ | (79,700 | ) | $ | (72,675 | ) | $ | 70,789 | ||||
| Non-cash revenue adjustment(3) |
21,115 | 550 | — | |||||||||
| Interest expense, net |
97,837 | 730 | 1,065 | |||||||||
| Other (income) expense, net |
655 | — | (742 | ) | ||||||||
| Income tax expense (benefit) |
(65,553 | ) | (31,324 | ) | 41,377 | |||||||
| Depreciation |
16,931 | — | 14,699 | |||||||||
| Amortization |
211,974 | 1,688 | 27,879 | |||||||||
| Stock-based compensation expense |
8,324 | — | 15,421 | |||||||||
| Transaction-related expenses(4) |
— | 102,264 | 7,104 | |||||||||
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| Adjusted EBITDA |
$ | 211,583 | $ | 1,233 | $ | 177,592 | ||||||
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| Capitalization of content database costs |
(22,239 | ) | — | (23,538 | ) | |||||||
| Purchase of property and equipment |
(26,714 | ) | — | (20,776 | ) | |||||||
| Cash paid for interest |
(70,311 | ) | — | (1,368 | ) | |||||||
| Cash received (paid) for income taxes |
40,601 | — | (27,156 | ) | ||||||||
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| Free cash flow |
$ | 132,920 | $ | 1,233 | $ | 104,754 | ||||||
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| Successor | Predecessor(1) | |||||||||||
| Year ended | Period from | Period from | ||||||||||
| December 31, | Dec. 29, 2012 to | Jan. 1, 2012 to | ||||||||||
| 2013 | Dec. 31, 2012 | Dec. 28, 2012 | ||||||||||
| (unaudited) | ||||||||||||
| Reconciliation of Non-GAAP revenues to total revenues (in thousands): |
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| Total revenues |
$ | 540,391 | $ | 3,458 | $ | 483,627 | ||||||
| Non-cash revenue adjustment(3) |
21,115 | 550 | — | |||||||||
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| Non-GAAP revenues |
$ | 561,506 | $ | 4,008 | $ | 483,627 | ||||||
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ANCESTRY.COM LLC
| Successor | Predecessor(1) | |||||||||||
| Three Months Ended |
Period from | Period from | ||||||||||
| December 31, | Dec. 29, 2012 to | Oct. 1, 2012 to | ||||||||||
| 2013(5) | Dec. 31, 2012 | Dec. 28, 2012 | ||||||||||
| (unaudited) | ||||||||||||
| Reconciliation of adjusted EBITDA and free cash flow to net income (loss) (in thousands): |
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| Net income (loss) |
$ | (23,347 | ) | $ | (72,675 | ) | $ | 12,365 | ||||
| Non-cash revenue adjustment(3) |
953 | 550 | — | |||||||||
| Interest expense, net |
27,268 | 730 | 391 | |||||||||
| Other (income) expense, net |
221 | — | 19 | |||||||||
| Income tax expense (benefit) |
(12,193 | ) | (31,324 | ) | 14,346 | |||||||
| Depreciation |
4,675 | — | 3,792 | |||||||||
| Amortization |
53,141 | 1,688 | 9,403 | |||||||||
| Stock-based compensation expense |
2,849 | — | 4,335 | |||||||||
| Transaction-related expenses(4) |
— | 102,264 | 4,226 | |||||||||
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| Adjusted EBITDA |
$ | 53,567 | $ | 1,233 | $ | 48,877 | ||||||
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| Capitalization of content database costs |
(7,507 | ) | — | (4,572 | ) | |||||||
| Purchase of property and equipment |
(9,466 | ) | — | (3,333 | ) | |||||||
| Cash paid for interest |
(24,666 | ) | — | (831 | ) | |||||||
| Cash received (paid) for income taxes |
3,682 | — | (95 | ) | ||||||||
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| Free cash flow |
$ | 15,610 | $ | 1,233 | $ | 40,046 | ||||||
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| Successor | Predecessor(1) | |||||||||||
| Three Months Ended |
Period from | Period from | ||||||||||
| December 31, | Dec. 29, 2012 to | Oct. 1, 2012 to | ||||||||||
| 2013 | Dec. 31, 2012 | Dec. 28, 2012 | ||||||||||
| (unaudited) | ||||||||||||
| Reconciliation of Non-GAAP revenues to total revenues (in thousands): |
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| Total revenues |
$ | 144,986 | $ | 3,458 | $ | 127,658 | ||||||
| Non-cash revenue adjustment(3) |
953 | 550 | — | |||||||||
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| Non-GAAP revenues |
$ | 145,939 | $ | 4,008 | $ | 127,658 | ||||||
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Footnotes:
| (1) | We operated as the Predecessor until December 28, 2012 when a company controlled by the Permira funds and co-investors acquired the Predecessor. As a result, our fiscal year 2012 is divided into a Successor period from December 29, 2012 to December 31, 2012 and a Predecessor period from January 1, 2012 to December 28, 2012. Operational data presented for the Successor and Predecessor periods is not necessarily comparable due to the Transaction. |
| (2) | Net loss and therefore adjusted EBITDA and free cash flow for the year ended December 31, 2013 include $5.6 million of professional services related to litigation, reorganizing our corporate structure, registering the existing senior Notes with the SEC, costs associated with the dividend declared in September 2013 by our Parent and costs related to the settlement of litigation. |
| (3) | Represents non-cash adjustments to revenue or the revenues that would have been recognized, except for the write-down of deferred revenue to fair value as a result of the application of purchase accounting for the Transaction. |
| (4) | Transaction-related expenses for the period from December 29, 2012 to December 31, 2012 include $53.1 million of stock-based compensation expense due to the acceleration of vesting for outstanding Predecessor stock-based awards upon closing of the Transaction. |
| (5) | Net loss and therefore adjusted EBITDA and free cash flow for three months ended December 31, 2013 include $2.0 million of professional services related to litigation, reorganizing our corporate structure, registering the existing senior Notes with the SEC, costs associated with the dividend declared in September 2013 by our Parent and costs related to the settlement of litigation. |
ANCESTRY.COM LLC
Total Subscribers and Net Subscriber Additions
(in thousands)
| Year ended December 31, | ||||||||
| 2013 | 2012 | |||||||
| Total subscribers |
2,140 | 2,016 | ||||||
| Net subscriber additions |
124 | 313 | ||||||
Contact:
| Media: | Investors: | |
| Heather Erickson | Mike Houston | |
| herickson@ancestry.com | mhouston@ancestry.com | |
| (801) 705-7104 | (801) 705-7942 |