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Exhibit 99.1

 

TREMOR VIDEO REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS

 

First quarter Total Spend increases 26% from prior year

 

New York, NY — May 5, 2016 — Tremor Video, Inc. (NYSE:TRMR), a provider of software for video ad effectiveness, today announced financial results for the quarter ended March 31, 2016.

 

First Quarter 2016 Highlights:

 

·                  Total Spend(1) of $51.2 million, up 26% year-over-year

 

·                  Revenue of $34.6 million, down 9% year-over-year

 

·                  Gross profit of $16.2 million, flat year-over-year

 

·                  Adjusted EBITDA(2) of ($4.2) million; Adjusted EBITDA per share(2) of ($0.08)

 

·                  Net loss of ($11.1) million; net loss per share of ($0.21)

 


(1)         We define Total Spend (formerly reported as our GAAP revenue) as the aggregate gross spend transacted through our platforms.  Total Spend is a non-GAAP financial measure.  Please see the discussion in the section called “Non-GAAP Financial Measures” and the reconciliations included at the end of this press release.

 

(2)         Adjusted EBITDA and Adjusted EBITDA per share are non-GAAP financial measures.  Please see the discussion in the section called “Non-GAAP Financial Measures” and the reconciliations included at the end of this press release.

 

“Our first quarter results reflect a strong start to 2016,” said Bill Day, Tremor Video CEO.  “Programmatic and higher-function products continue to drive momentum—increasing more than 70% over last year—and further our position as the premium video marketplace.”

 

The table below presents Total Spend, revenue, gross profit, net loss, Adjusted EBITDA, net loss per share and Adjusted EBITDA per share for the three month period ending March 31, 2016.

 

First Quarter Results Summary

(in millions, except per share amounts), (unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2016

 

2015

 


Change

 

 

 

 

 

 

 

 

 

Total Spend

 

$

51.2

 

$

40.6

 

26

%

Revenue

 

$

34.6

 

$

38.1

 

(9

)%

Gross profit

 

$

16.2

 

$

16.2

 

 

Net loss

 

$

(11.1

)

$

(6.9

)

(61

)%

Adjusted EBITDA

 

$

(4.2

)

$

(3.9

)

(8

)%

Net loss per share

 

$

(0.21

)

$

(0.14

)

(50

)%

Adjusted EBITDA per share

 

$

(0.08

)

$

(0.08

)

 

 

1



 

First Quarter Breakdown of Total Spend

(in thousands), (unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2016

 

2015

 


Change

 

 

 

 

 

 

 

 

 

Programmatic

 

$

26,137

 

$

7,305

 

258

%

Non-programmatic higher function

 

19,978

 

19,669

 

2

%

Non-programmatic media network

 

5,115

 

13,629

 

(62

)%

Total Spend

 

$

51,230

 

$

40,603

 

26

%

 

Guidance

 

Based on information available as of May 5, 2016, the Company expects the following:

 

Q2 and Full Year 2016 Outlook

 

 

 

Q2 2016

 

Full Year 2016

 

 

 

 

 

 

 

Total Spend

 

$57 - $59 million

 

$255 - $265 million

 

Revenue

 

$39.5 - $41.5 million

 

$180 - $190 million

 

Adjusted EBITDA

 

$0 - $1 million

 

$0 - $5 million

 

 

Q1 2016 Financial Results Webcast:  Tremor Video will review its first quarter 2016 results on Thursday May 5, 2016 beginning at 4:30 PM EST.  The event will be hosted by Tremor Video CEO, Bill Day and feature presentations from himself as well as other executives on the Company’s performance, strategy and financial outlook.  The event will be broadcast live and can be accessed on Tremor Video’s Investor Relations website at http://investor.tremorvideo.com.  Following completion of the event, a recorded replay of the webcast will be available on Tremor Video’s website for a period of six months.

 

About Tremor Video:  Tremor Video (NYSE:TRMR) provides software for video advertising effectiveness. Our buyer and seller platforms enable seamless transactions in a premium video marketplace by offering control and transparency to clients.  We employ patented all-screen technology to make every advertising moment more relevant for consumers, and deliver maximum results for buyers and sellers.

 

“Safe harbor” Statement:  This press release contains forward-looking statements that involve risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from those set forth in or implied by such forward-looking statements. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, statements related to Tremor Video’s future financial results or growth potential, including second quarter 2016 and 2016 full year financial guidance, and statements with respect to future revenue mix or the development or adoption of the company’s solutions. Important factors that could cause actual results or the timing of events to differ materially from those set forth in or implied by any forward-looking statements include, without limitation, risks and uncertainties associated with: the company’s limited operating history and the continuing development of its business model; unfavorable conditions in the global economy

 

2



 

or reductions in digital advertising spend; the company’s ability to effectively innovate and adapt to rapidly changing technology and client needs; increased competition as well as innovations by new and existing competitors; expansion of the online video advertising market; the company’s ability to attract new advertisers and increase spend from existing advertisers; the company’s ability to attract advertising spend from TV media buyers; risks of entering new markets in which we have limited or no experience and difficulty adapting our solutions for new markets; adoption of brand-centric metrics, advanced ad formats and performance-based pricing models by advertisers; the company’s ability to effectively deliver video ad campaigns with demo guarantees; adoption of the company’s programmatic solutions by advertisers and publishers; adoption of the company’s All-Screen product by advertisers; the company’s ability to acquire an adequate supply of premium video advertising inventory from publishers on terms that are favorable to it; the company’s ability to detect fraudulent or malicious activity and ensure a high level of brand safety for its clients; identifying, attracting and retaining qualified personnel; defects, errors or interruptions in the company’s solutions; the company’s ability to collect and use data to deliver video ads; the impact of tools that block the display of video ads; the effect of regulatory developments and industry standards regarding internet privacy and other matters; maintaining, protecting and enhancing the company’s intellectual property; costs associated with defending intellectual property infringement, securities litigation and other claims; future opportunities and plans, including the uncertainty of expected future financial performance and results; as well as other risks and uncertainties detailed from time-to-time under the caption “Risk Factors” and elsewhere in Tremor Video’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2015 filed with the U.S. Securities and Exchange Commission on March 15, 2016 and future filings and reports by the company, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

 

Forward-looking statements are based on current expectations and beliefs and are not guarantees of future performance or events.  Investors are cautioned not to place undue reliance on any forward-looking statements.  Furthermore, forward-looking statements speak only as of the date on which they are made, and, except as required by law, Tremor Video disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

 

Non-GAAP Financial Measures:  To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), Tremor Video reports Total Spend, Adjusted EBITDA, and basic and diluted Adjusted EBITDA per share, which are non-GAAP financial measures. We define Total Spend as the aggregate gross spend transacted through our platforms.  Total Spend does not represent revenue earned by us. We define Adjusted EBITDA as net loss plus (minus): interest expense and other income (expense), net, income tax expense, depreciation and amortization expense, non-cash stock-based compensation expense, non-cash stock-based long-term incentive compensation, non-cash impairment charges, litigation costs associated with class action securities litigation, executive severance costs, acquisition related costs, and other adjustments. We define Adjusted EBITDA per share as Adjusted EBITDA divided by weighted average common shares outstanding. We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. We believe that these measures provide useful information about our operating results, enhance the overall understanding of our past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. Non-GAAP financial measures should be considered in addition to results and guidance prepared in

 

3



 

accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The non-GAAP financial measures included in this press release have been reconciled to the nearest GAAP measure in the table following the financial statements attached to this press release.  With respect to our expectations under “Guidance” above, reconciliation of Adjusted EBITDA guidance to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures, in particular, the measures and effects of stock-based compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our stock price.  We expect the variability of the above charges to have a significant, and potentially unpredictable, impact on our future GAAP financial results.

 

###

 

Investor Relations Contact:

Andrew Posen

Senior Director Investor Relations

212-792-2315

IR@TremorVideo.com

 

Public Relations Contact:

Mandy Robinson

Tremor Video Corporate Communications

646-278-7416

MRobinson@TremorVideo.com

 

4



 

Exhibit A

 

Tremor Video, Inc.

Consolidated Balance Sheets

(in thousands)

 

 

 

March 31,

 

December 31,

 

 

 

2016

 

2015

 

 

 

(unaudited)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

56,444

 

$

59,887

 

Accounts receivable, net

 

52,966

 

70,778

 

Prepaid expenses and other current assets

 

4,270

 

3,721

 

Total current assets

 

113,680

 

134,386

 

Long-term assets:

 

 

 

 

 

Restricted cash

 

920

 

600

 

Property and equipment, net

 

10,697

 

10,094

 

Intangible assets, net

 

10,391

 

11,469

 

Goodwill

 

10,883

 

10,781

 

Other assets

 

867

 

794

 

Total long-term assets

 

33,758

 

33,738

 

Total assets

 

$

147,438

 

$

168,124

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

44,584

 

$

58,742

 

Deferred rent, short-term

 

575

 

401

 

Contingent consideration on acquisition, short-term

 

2,774

 

987

 

Deferred revenue

 

187

 

108

 

Total current liabilities

 

48,120

 

60,238

 

Deferred rent, long-term

 

6,118

 

5,237

 

Deferred tax liabilities

 

537

 

510

 

Contingent consideration on acquisition, long-term

 

1,053

 

443

 

Other long-term liabilities

 

280

 

264

 

Total liabilities

 

56,108

 

66,692

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

5

 

5

 

Additional paid-in capital

 

280,130

 

279,136

 

Accumulated other comprehensive (loss) income

 

(77

)

(55

)

Accumulated deficit

 

(188,728

)

(177,654

)

Total stockholders’ equity

 

91,330

 

101,432

 

Total liabilities and stockholders’ equity

 

$

147,438

 

$

168,124

 

 

5



 

Tremor Video, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2016

 

2015(1)

 

 

 

(unaudited)

 

 

 

 

 

 

 

Revenue

 

$

34,565

 

$

38,052

 

Cost of revenue

 

18,347

 

21,859

 

Gross Profit

 

16,218

 

16,193

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

Technology and development(2)

 

5,843

 

4,951

 

Sales and marketing(2)

 

12,664

 

11,961

 

General and administrative(2)

 

4,922

 

4,344

 

Depreciation and amortization

 

2,239

 

1,777

 

Mark-to-market(3)

 

1,044

 

 

Total operating expenses

 

26,712

 

23,033

 

 

 

 

 

 

 

Loss from operations

 

(10,494

)

(6,840

)

 

 

 

 

 

 

Interest and other (expense) income, net:

 

 

 

 

 

Interest expense

 

(2

)

(2

)

Other (expense) income, net

 

(252

)

14

 

Total interest and other (expense) income, net

 

(254

)

12

 

 

 

 

 

 

 

Loss before provision for income taxes

 

(10,748

)

(6,828

)

 

 

 

 

 

 

Provision for income taxes

 

326

 

122

 

 

 

 

 

 

 

Net loss

 

$

(11,074

)

$

(6,950

)

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

Basic and diluted

 

$

(0.21

)

$

(0.14

)

 

 

 

 

 

 

Weighted-average number of shares of common stock outstanding:

 

 

 

 

 

Basic and diluted

 

52,372,857

 

51,217,220

 

 


(1) As discussed in our Form 10-K for the year ended December 31, 2015, filed with the SEC on March 15, 2016, the previously issued quarterly financial statements for the three months ended March 31, 2015 have been restated to reflect the reporting of revenue attributable to the Company’s seller platform on a net instead of a gross basis.  The restatement has the effect of decreasing both revenue and cost of revenue in a like amount in such quarterly financial statements, and has no impact on reported gross profit, net loss or Adjusted EBITDA.

 

(2) Stock-based compensation expense included above:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2016

 

2015

 

 

 

(unaudited)

 

 

 

 

 

 

 

Technology and development

 

$

218

 

$

214

 

Sales and marketing

 

386

 

409

 

General and administrative

 

360

 

485

 

Total stock-based compensation expense

 

$

964

 

$

1,108

 

 

(3) Reflects expense incurred based on the Company’s re-measurement, at March 31, 2016, of the estimated fair value of earn-out payments that may become due in connection with the acquisition of The Video Network Pty Ltd, an Australian proprietary limited company and which are not conditioned on continued employment with the Company.

 

6



 

Tremor Video, Inc.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(11,074

)

$

(6,950

)

 

 

 

 

 

 

Adjustments required to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization expense

 

2,239

 

1,777

 

Loss from sublease

 

341

 

 

Bad debt recovery (expense)

 

(35

)

13

 

Stock-based compensation expense

 

964

 

1,108

 

Stock-based long-term incentive compensation expense

 

 

19

 

Mark-to-market expense (income)

 

1,049

 

(3

)

Net changes in operating assets and liabilities:

 

 

 

 

 

Decrease in accounts receivable

 

17,966

 

3,336

 

Increase in prepaid expenses and other assets

 

(137

)

(354

)

Decrease in accounts payable and accrued expenses

 

(15,485

)

(1,159

)

Increase in contingent consideration on acquisition

 

1,206

 

 

Increase in deferred rent

 

245

 

390

 

Increase in deferred revenue

 

79

 

7

 

Net cash used in operating activities

 

(2,642

)

(1,816

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchase of property and equipment

 

(301

)

(1,108

)

Changes in restricted cash

 

(320

)

 

Net cash used in investing activities

 

(621

)

(1,108

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from the exercise of stock option awards

 

 

5

 

Tax withholdings related to net share settlements of restricted stock units

 

(215

)

(132

)

Net cash used in financing activities

 

(215

)

(127

)

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(3,478

)

(3,051

)

 

 

 

 

 

 

Effect of exchange rate changes in cash and cash equivalents

 

35

 

(60

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

59,887

 

77,787

 

Cash and cash equivalents at end of period

 

$

56,444

 

$

74,676

 

 

7



 

Exhibit B

 

Tremor Video, Inc.

Reconciliation of Total Spend to Revenue

(in thousands)

(unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Total Spend

 

$

51,230

 

$

40,603

 

SSP inventory costs

 

16,665

 

2,551

 

Revenue

 

$

34,565

 

$

38,052

 

 

Tremor Video, Inc.

Reconciliation of Net Loss to Adjusted EBITDA

(in thousands)

(unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Net loss

 

$

(11,074

)

$

(6,950

)

Adjustments:

 

 

 

 

 

Depreciation and amortization expense

 

2,239

 

1,777

 

Stock-based compensation expense

 

964

 

1,108

 

Executive severance

 

105

 

 

Acquisition-related costs(1)

 

1,219

 

 

Litigation costs

 

181

 

4

 

Stock-based long-term incentive compensation expense

 

 

19

 

Provision for income taxes

 

326

 

122

 

Mark-to-market expense(2)

 

1,044

 

 

Interest and other expense (income), net

 

254

 

(12

)

Other adjustments(3)

 

520

 

 

Total net adjustments

 

6,852

 

3,018

 

Adjusted EBITDA

 

$

(4,222

)

$

(3,932

)

 

Tremor Video, Inc.

Reconciliation of Net Loss to Adjusted EBITDA - Per Share

(unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Net loss

 

$

(0.21

)

$

(0.14

)

Adjustments:

 

 

 

 

 

Depreciation and amortization expense

 

0.04

 

0.03

 

Stock-based compensation expense

 

0.02

 

0.02

 

Executive severance

 

 

 

Acquisition-related costs(1)

 

0.02

 

 

Litigation costs

 

 

 

Stock-based long-term incentive compensation expense

 

 

 

Provision for income taxes

 

0.01

 

0.01

 

Mark-to-market expense(2)

 

0.02

 

 

Interest and other expense (income), net

 

0.01

 

 

Other adjustments(3)

 

0.01

 

 

Total net adjustments

 

0.13

 

0.06

 

Adjusted EBITDA per share - basic and diluted

 

$

(0.08

)

$

(0.08

)

 

 

 

 

 

 

Weighted-average number of shares of common stock outstanding:

 

 

 

 

 

Basic and diluted

 

52,372,857

 

51,217,220

 

 


(1) Reflects acquisition-related costs incurred in connection with the Company’s acquisition of The Video Network Pty Ltd, an Australian proprietary limited company (“TVN”).  Includes $1,206 of compensation-related expenses, relating to certain earn-out payments that may become due to the former stockholders of TVN and which are conditioned on continued employment with the Company.

 

(2) Reflects expense incurred based on the Company’s re-measurement, at March 31, 2016, of the estimated fair value of earn-out payments that may become due in connection with the acquisition of TVN and which are not conditioned on continued employment with the Company.

 

(3) Reflects amounts accrued in connection with a one-time change in the Company’s employee vacation policy.

 

8


 


 

Exhibit C

 

Tremor Video, Inc.

Consolidated Quarterly Statement of Operations

(in thousands)

(unaudited)

 

 

 

Q1 2015

 

Q2 2015

 

Q3 2015

 

Q4 2015

 

Q1 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

38,052

 

$

42,404

 

$

41,624

 

$

51,757

 

$

34,565

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory costs

 

20,317

 

22,991

 

22,494

 

27,206

 

16,368

 

Other cost of revenue

 

1,542

 

1,403

 

1,530

 

1,783

 

1,979

 

Total cost of revenue

 

21,859

 

24,394

 

24,024

 

28,989

 

18,347

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

16,193

 

18,010

 

17,600

 

22,768

 

16,218

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

23,033

 

23,139

 

46,280

 

24,886

 

26,712

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(6,840

)

(5,129

)

(28,680

)

(2,118

)

(10,494

)

 

 

 

 

 

 

 

 

 

 

 

 

Total interest and other (expense) income, net

 

12

 

6

 

77

 

(75

)

(254

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss before provision for income taxes

 

(6,828

)

(5,123

)

(28,603

)

(2,193

)

(10,748

)

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

122

 

117

 

19

 

225

 

326

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(6,950

)

$

(5,240

)

$

(28,622

)

$

(2,418

)

$

(11,074

)

 

9