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8-K - 8-K - CONVERSANT, INC.a2014q208kearningsrelease.htm

Exhibit 99.1

Contact:
Erik Randerson, CFA
Conversant, Inc.
818.575.4540
 




CONVERSANT REPORTS SECOND QUARTER 2014 RESULTS

ANNOUNCES $150 MILLION INCREASE IN STOCK REPURCHASE PROGRAM

Westlake Village, CA - August 6, 2014 - Conversant, Inc. (NASDAQ: CNVR) today reported financial results for the second quarter ended June 30, 2014.

“I am encouraged by our recent progress on integration initiatives and key investments in the areas of product, sales and technology that strengthen our foundation to drive stronger growth and will maximize our longer-term value for clients, employees and shareholders," said John Giuliani, president and CEO of Conversant.

"We generated very strong cash flows in Q2 that we returned to shareholders by repurchasing approximately four percent of our common shares outstanding during the quarter," Giuliani added. "Today's announcement of a $150 million increase in our stock repurchase program underscores our confidence in our strategy and Conversant's future as a leader in personalized digital marketing."

Q2 Results Summary                                                                                                                                                                
In millions, except percentages and per share amounts
Q2 2014
 
Q2 2013
 
% Change
Revenue
$
137.4

 
$
128.1

 
7%
Adjusted EBITDA(1)
$
41.8

$
46.8

(11)%
GAAP Net Income from Continuing Operations
$
17.0

$
6.0

182%
Non-GAAP Net Income(1)
$
23.7

$
12.3

93%
GAAP Net Income from Continuing Operations Per Diluted Common Share
$
0.25

$
0.08

213%
Non-GAAP Net Income Per Diluted Common Share(1)
$
0.35

$
0.16

119%
 
(1) Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Common Share are Non-GAAP measures and are described below and reconciled to their most comparable GAAP measures.






Page 1 of 11


Q2 2014 Financial Summary
Revenue was $137.4 million, an increase of 7% year-over-year.
Adjusted EBITDA was $41.8 million, a decrease of 11% year-over-year. The decrease reflects significant investments in people, products and technology to support future growth.
Non-GAAP net income per diluted common share was $0.35 and GAAP net income from continuing operations per diluted share was $0.25, up from $0.16 and $0.08, respectively, in the second quarter of 2013. Non-GAAP and GAAP net income per diluted share measures in Q2 2013 were negatively impacted by a non-cash impairment charge equivalent to approximately $0.18.

Recent Business Highlights
Conversant has strategically expanded its real-time bidding technology platform to include ad inventory from Conversant's thousands of direct publisher relationships in the Media segment, enabling its CRM client campaigns to access this high-quality source of display and mobile publisher inventory via real-time bidding.
The Company recently added significant new analytics capabilities to further leverage Conversant data sources companywide in creating custom audiences to maximize ad campaign performance.
The Company has integrated SET Media's video content consumption data, which greatly enhances Conversant's anonymous consumer profiles for audience targeting based on consumer interests.
Total bid requests (real-time bidding opportunities for individual advertising impressions) exceeded one trillion in June 2014, demonstrating Conversant's vast scale and media reach.
Internet Retailer named Conversant's CJ Affiliate the top affiliate marketing vendor in its "Top Tech 2014" book. Internet Retailer data indicated that 57 percent of the Internet Retailer 500 advertisers on an affiliate network choose CJ Affiliate.
The Company has increased its headcount by approximately 9% since December 31, 2013 to accelerate its growth initiatives.

Cash Flows
Free cash flow for the six months ended June 30, 2014 was $88.7 million, an increase of 21% year-over-year. (The Company defines free cash flow as net cash provided by operating activities less capital expenditures.)
Free cash flow for the trailing 12 month period ended June 30, 2014 was $180.1 million.

Stock Repurchases
Conversant repurchased 2,556,000 common shares at an average cost of $24.39 during the second quarter ended June 30, 2014. For the trailing 12 month period through June 30, 2014, Conversant has repurchased 11,314,000 common shares.
The Company recently surpassed the milestone of more than $1 billion in total stock repurchases. Since the program's inception in 2001 and through June 30, 2014, Conversant has repurchased 84.3 million common shares at an average cost of approximately $12.00, a greater than 50% discount to Conversant's closing stock price on August 5, 2014.
In July 2014, the Company repurchased an additional 778,000 common shares and utilized its remaining stock repurchase authorization. Shortly thereafter, Conversant's Board of Directors approved a $150 million increase in the stock repurchase program.



Page 2 of 11



Balance Sheet

Cash and cash equivalents were $83.6 million and total debt was $65.0 million as of June 30, 2014. Strong cash flow enabled Conversant to remain in a positive net cash position despite investing $62.4 million to repurchase shares during the second quarter.

Conversant Segment Financial Summary
In millions, except percentages
Q2 2014
 
Q2 2013
 
% Change
 
   Affiliate Marketing Revenue
$
40.6

 
$
36.6

 
11%
   Media Revenue
96.7

 
91.5

 
6%
Consolidated Revenue
$
137.4

 
$
128.1

 
7%
 
   Affiliate Marketing Income from Operations
$
24.8

 
$
22.6

 
10%
   Media Income from Operations
22.1

 
28.0

 
(21)%
Total Segment Income from Operations
$
46.8

 
$
50.6

 
(7)%

Q2 2014 Segment Results Summary

Affiliate marketing segment revenue was $40.6 million, an increase of 11% year-over-year.
Media segment revenue was $96.7 million, an increase of 6% year-over-year.
The decrease in Media segment income from operations primarily reflects increased headcount, higher marketing expenses, and an approximately $2 million operating loss contribution from SET Media, the digital video technology company acquired in February 2014.
         
Q3 2014 Business Outlook

Conversant's financial guidance for the third quarter of 2014 is presented in the following tables.

Consolidated Financial Outlook
  Q3 2014 Guidance
Revenue
$142 - $148 million
Adjusted EBITDA
   $44 - $47 million
Mid-Point Adjusted EBITDA Margin
31.4%
Non-GAAP Net Income per Diluted Common Share
 $0.37 - $0.39
Impact of stock-based compensation and amortization of intangibles, net of tax
$(0.10)
GAAP Net Income from Continuing Operations per Diluted Common Share
 $0.27 - $0.29
    
Segment Revenue Assumptions
 Q3 2014 Guidance
Affiliate Marketing Segment Revenue
$40 - $41 million
Media Segment Revenue
$102 - $107 million




Page 3 of 11



Additional Guidance Assumptions

Conversant's third quarter 2014 guidance assumes: stock-based compensation of $5.8 million; amortization of intangible assets of $6.1 million ($2.5 million of which will be included in cost of revenue); net interest and other expense of $0.5 million; a 40% effective tax rate; and 66.0 million diluted shares outstanding.

Use of Non-GAAP Financial Measures

To provide investors with additional information regarding Conversant’s financial results, Conversant has disclosed in the tables below and elsewhere in this press release Adjusted EBITDA and Non-GAAP Net Income Per Diluted Common Share. Each of these Non-GAAP measures is defined within the following section of this press release and reconciled to their most comparable GAAP financial measure. Investors should not consider these Non-GAAP measures in isolation or as a substitute for GAAP financial measures. Conversant’s definition of Adjusted EBITDA and Non-GAAP Net Income Per Diluted Common Share may not necessarily be directly comparable to similarly titled Non-GAAP measures employed by other companies.

Q2 2014 Conference Call and Webcast Today at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time)

Conversant management will host a conference call at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) today to discuss its financial and operating results for the second quarter of 2014. A live webcast of the conference call, along with a financial highlights presentation containing supplemental information, will be available on Conversant’s investor relations website at http://ir.conversantmedia.com. A replay of the webcast will be available through the same link beginning approximately two hours after the completion of the live call.

To access the live conference call by telephone, interested parties should dial 888-256-9154
(for domestic participants) or 913-312-0850 (for international participants) at least 10 minutes prior to the start time and use conference ID 2825301. A telephonic replay of the conference call will be available from 7:30 p.m. Eastern Time on August 6, 2014 until 7:30 p.m. Eastern Time on August 13, 2014. To access the replay, interested parties should dial 888-203-1112 (for domestic participants) and 719-457-0820 (for international participants) and the conference ID 2825301.

About Conversant

Conversant, Inc. (NASDAQ: CNVR) is the leader in personalized digital marketing. Conversant helps the world’s biggest companies grow by creating personalized experiences that deliver higher returns for brands and greater satisfaction for people. We offer a fully integrated personalization platform, personalized media programs and the world's largest affiliate marketing network - all fueled by a deep understanding of what motivates people to engage, connect and buy. For more information, please visit www.conversantmedia.com.








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Cautionary Information Regarding Forward-Looking Statements

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 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 Conversant, including, but not limited to: its annual report on Form 10-K filed on March 3, 2014; 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.

Conversant 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.


Investor Contact:
Erik Randerson, CFA
818-575-4540
eranderson@conversantmedia.com



Page 5 of 11


CONVERSANT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)


 
Three Months
 
Six Months
 
Ended June 30,
 
Ended June 30,
 
2014
 
2013
 
2014
 
2013
 
(Unaudited)
 
(Unaudited)
Revenue
$
137,380

 
$
128,094

 
$
283,293

 
$
262,577

Cost of revenue
47,335

 
41,883

 
94,555

 
84,213

Gross profit
90,045

 
86,211

 
188,738

 
178,364

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing (Note 1)
25,942

 
21,380

 
52,457

 
42,443

General and administrative (Note 1)
15,618

 
13,895

 
33,488

 
30,488

Technology (Note 1)
17,165

 
13,959

 
33,137

 
27,582

Amortization of intangible assets acquired in
   business combinations
3,606

 
3,549

 
8,144

 
7,100

Total operating expenses
62,331

 
52,783

 
127,226

 
107,613

Income from operations
27,714

 
33,428

 
61,512

 
70,751

Interest and other income (expense), net
528

 
(23,464
)
 
264

 
(23,870
)
Income before income taxes
28,242

 
9,964

 
61,776

 
46,881

Income tax expense
11,245

 
3,927

 
24,697

 
17,465

Net income from continuing operations
16,997

 
6,037

 
37,079

 
29,416

Net income from discontinued operations

 
3,552

 
155

 
6,456

Gain on sale, net of tax
669

 
2,286

 
34,895

 
2,286

Net income
$
17,666

 
$
11,875

 
$
72,129

 
$
38,158

 
 
 
 
 
 
 
 
Net income from continuing operations per
   common share - basic
$
0.26

 
$
0.08

 
$
0.56

 
$
0.39

Net income from continuing operations per
   common share - diluted
$
0.25

 
$
0.08

 
$
0.55

 
$
0.38

Net income per common share - basic
$
0.27

 
$
0.16

 
$
1.09

 
$
0.50

Net income per common share - diluted
$
0.26

 
$
0.15

 
$
1.06

 
$
0.49

Weighted-average shares used to compute
   net income per common share - basic
65,820

 
75,531

 
66,450

 
75,590

Weighted-average shares used to compute
   net income per common share - diluted
67,202

 
77,413

 
67,960

 
77,490

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note 1 - Includes stock-based compensation as follows:
 
 
 
 
 
 
 
Three Months
 
Six Months
 
Ended June 30,
 
Ended June 30,
 
2014
 
2013
 
2014
 
2013
 
(Unaudited)
 
(Unaudited)
Sales and marketing
$
1,371

 
$
1,389

 
$
2,532

 
$
2,547

General and administrative
1,987

 
2,304

 
4,390

 
4,558

Technology
1,470

 
1,140

 
2,655

 
2,245

Total stock-based compensation
$
4,828

 
$
4,833

 
$
9,577

 
$
9,350





Page 6 of 11


CONVERSANT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)


 
June 30,
 
December 31,
 
2014
 
2013
 
(Unaudited)
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
83,574

 
$
81,319

Accounts receivable, net
126,407

 
148,738

Other current assets
46,352

 
18,510

Assets held for sale

 
32,802

Total current assets
256,333

 
281,369

 
 
 
 
Assets held for sale, less current portion

 
55,642

Property and equipment, net
28,948

 
28,006

Goodwill
402,254

 
388,922

Intangible assets, net
45,670

 
48,501

Other assets
2,985

 
15,335

TOTAL ASSETS
$
736,190

 
$
817,775

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities
121,665

 
130,529

Borrowings under credit facility, less current portion
65,000

 
140,000

Other non-current liabilities
39,935

 
33,645

Liabilities related to assets held for sale

 
8,704

Total liabilities
226,600

 
312,878

Total stockholders' equity
509,590

 
504,897

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
736,190

 
$
817,775






Page 7 of 11


CONVERSANT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 
Six Months
Ended June 30,
 
2014
 
2013
Cash flows from operating activities:
 

 
 

Net income
$
72,129

 
$
38,158

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Loss on note receivable

 
22,556

Depreciation and amortization
19,212

 
19,434

Non-cash, stock-based compensation
9,577

 
9,936

Provision for doubtful accounts and sales credits
1,196

 
2,174

Gain on sale of business
(34,895
)
 
(2,286
)
Amortization of discount on note receivable

 
(570
)
Deferred income taxes
(3,075
)
 
2,745

Tax benefit from stock-based awards
2,412

 
2,831

Excess tax benefit from stock-based awards
(2,478
)
 
(2,986
)
Changes in operating assets and liabilities, excluding business acquisitions
31,245

 
(12,523
)
Net cash provided by operating activities
95,323

 
79,469

 
 
 
 
Cash flows from investing activities:
 

 
 

Purchases of property and equipment
(6,666
)
 
(6,019
)
Principal payments received on note receivable

 
1,960

Proceeds from the sale of business, net of cash divested
72,813

 

Payments for acquisitions, net of cash acquired
(24,286
)
 

Net cash provided by (used in) investing activities
41,861

 
(4,059
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Proceeds from borrowings under credit agreement
115,000

 
25,000

Repayments under credit agreement
(190,000
)
 
(65,000
)
Repurchases and retirement of common stock
(81,069
)
 
(52,079
)
Proceeds from shares issued under employee stock programs
3,836

 
6,349

Excess tax benefit from stock-based awards
2,478

 
2,986

Net cash used in financing activities
(149,755
)
 
(82,744
)
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
(107
)
 
(2,236
)
Effect on cash and cash equivalents from discontinued operations
14,933

 

Net increase (decrease) in cash and cash equivalents
2,255

 
(9,570
)
 
 
 
 
Cash and cash equivalents, beginning of period
81,319

 
136,638

Cash and cash equivalents, end of period
83,574

 
127,068






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CONVERSANT, INC.
RECONCILIATION OF NET INCOME FROM CONTINUING OPERATIONS
TO ADJUSTED EBITDA (Note 1)
(In thousands)


 
Three Months
 
Six Months
 
Ended June 30,
 
Ended June 30,
 
2014
 
2013
 
2014
 
2013
 
(Unaudited)
 
(Unaudited)
Net income from continuing operations
$
16,997

 
$
6,037

 
$
37,079

 
$
29,416

     Interest and other (income) expense, net
(528
)
 
23,464

 
(264
)
 
23,870

     Income tax expense
11,245

 
3,927

 
24,697

 
17,465

     Amortization of acquired intangible assets included in cost of revenue
2,478

 
1,986

 
4,787

 
3,971

     Amortization of acquired intangible assets included in operating expenses
3,606

 
3,549

 
8,144

 
7,100

     Depreciation and leasehold amortization
3,204

 
3,009

 
6,272

 
6,008

     Stock-based compensation
4,828

 
4,833

 
9,577

 
9,350

Adjusted EBITDA
$
41,830

 
$
46,805

 
$
90,292

 
$
97,180



Note 1 - “Adjusted EBITDA” (GAAP net income from continuing operations before interest, income taxes, depreciation, amortization, and stock-based compensation) 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 cash equivalents, note receivable and borrowings, 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.




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CONVERSANT, INC.
RECONCILIATION OF GAAP NET INCOME FROM CONTINUING OPERATIONS TO
NON-GAAP DILUTED NET INCOME PER COMMON SHARE (Note 1)
(In thousands)


 
Three Months
 
Six Months
 
Ended June 30,
 
Ended June 30,
 
2014
 
2013
 
2014
 
2013
 
(Unaudited)
 
(Unaudited)
Net income from continuing operations
$
16,997

 
$
6,037

 
$
37,079

 
$
29,416

Stock-based compensation
4,828

 
4,833

 
9,577

 
9,350

     Amortization of acquired intangible assets included in cost of revenue
2,478

 
1,986

 
4,787

 
3,971

     Amortization of acquired intangible assets included in operating expenses
3,606

 
3,549

 
8,144

 
7,100

Tax impact of above items
(4,238
)
 
(4,134
)
 
(8,919
)
 
(8,436
)
Non-GAAP net income
$
23,671

 
$
12,271

 
$
50,668

 
$
41,401

Non-GAAP net income per diluted common share
$
0.35

 
$
0.16

 
$
0.75

 
$
0.53

Weighted-average shares used to compute non-GAAP net income per diluted common share
67,202

 
77,413

 
67,960

 
77,490



Note 1 - “Non-GAAP net income per diluted common share” (GAAP net income from continuing operations per diluted common share before the impact of stock-based compensation and amortization of intangible assets) included in this press release is a non-GAAP financial measure.

Non-GAAP net income per diluted common share, as defined above, may not be similar to non-GAAP net income per diluted common share measures used by other companies and is not a measurement under GAAP. Management believes that non-GAAP net income per diluted 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 net income per diluted common share in evaluating the overall performance of the Company's business operations.

Though management finds non-GAAP net income per diluted 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 net income per diluted common share in conjunction with GAAP earnings and earnings per common share measures. The Company believes that non-GAAP net income per diluted 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.




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CONVERSANT, INC.
SEGMENT OPERATING RESULTS
(In thousands)

 
Three Months
 
Six Months
 
Ended June 30,
 
Ended June 30,
 
2014
 
2013
 
2014
 
2013
 
(Unaudited)
 
(Unaudited)
Affiliate Marketing:
 
 
 
 
 
 
 
Revenue
$
40,632

 
$
36,622

 
$
83,096

 
$
74,933

Cost of revenue
4,593

 
4,526

 
9,136

 
9,088

Gross profit
36,039

 
32,096

 
73,960

 
65,845

Operating expenses
11,284

 
9,512

 
23,093

 
20,336

Segment income from operations
$
24,755

 
$
22,584

 
$
50,867

 
$
45,509

 
 
 
 
 
 
 
 
Media:
 
 
 
 
 
 
 
Revenue
$
96,748

 
$
91,490

 
$
200,210

 
$
187,746

Cost of revenue
40,263

 
35,377

 
80,626

 
71,216

Gross profit
56,485

 
56,113

 
119,584

 
116,530

Operating expenses
34,406

 
28,141

 
68,376

 
57,235

Segment income from operations
$
22,079

 
$
27,972

 
$
51,208

 
$
59,295

 
 
 
 
 
 
 
 
Reconciliation of segment income from operations
   to consolidated income from operations:
 
 
 
 
 
 
Total segment income from operations
$
46,834

 
$
50,556

 
$
102,075

 
$
104,804

Corporate expenses
(8,208
)
 
(6,760
)
 
(18,055
)
 
(13,632
)
Stock-based compensation
(4,828
)
 
(4,833
)
 
(9,577
)
 
(9,350
)
Amortization of acquired intangible assets
   included in cost of revenue
(2,478
)
 
(1,986
)
 
(4,787
)
 
(3,971
)
Amortization of acquired intangible assets
   included in operating expenses
(3,606
)
 
(3,549
)
 
(8,144
)
 
(7,100
)
Consolidated income from operations
$
27,714

 
$
33,428

 
$
61,512

 
$
70,751

 
 
 
 
 
 
 
 
Reconciliation of segment revenue to
   consolidated revenue:
 
 
 
 
 
 
 
Affiliate Marketing
$
40,632

 
$
36,622

 
$
83,096

 
$
74,933

Media
96,748

 
91,490

 
200,210

 
187,746

Inter-segment eliminations

 
(18
)
 
(13
)
 
(102
)
Consolidated revenue
$
137,380

 
$
128,094

 
$
283,293

 
$
262,577




Page 11 of 11