Ancestry.com LLC - FORM 8-K - EX-99.1 - EXHIBIT 99.1 - July 20, 2016

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Exhibit 99.1
ANCESTRY.COM LLC REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS
– Second Quarter Revenues of $211.4 million, Up 25%Year-Over-Year –
– AncestryDNA Database Now Includes More Than 2 Million Samples –
LEHI, Utah, July 20, 2016 – Ancestry.com LLC (the “Company”), the leader in family history and consumer genomics, reported financial results today for the second quarter ended June 30, 2016.
“Ancestry's performance continued to accelerate in the second quarter," said Tim Sullivan, Chief Executive Officer of Ancestry. "The combined value proposition of our market-leading family history and DNA offerings has helped deliver over $750 million in revenue in the last four quarters. We are excited about the opportunities ahead and remain focused on execution and investing in the long-term growth of the company.”
Second Quarter 2016 Financial Highlights 
•
Total revenues for the second quarter of 2016 were $211.4 million compared to $169.4 million in the second quarter of 2015, resulting from revenue growth in both AncestryDNA and the core Ancestry websites.
•
Net (loss) income for the second quarter of 2016 was $(10.5) million compared to $13.7 million in the second quarter of 2015, primarily due to the impact of $30.9 million in transaction-related expenses(1) incurred during the second quarter of 2016.
•
Adjusted EBITDA(2) for the second quarter of 2016 was $70.4 million compared to $67.3 million in the second quarter of 2015. Adjusted EBITDA for the second quarter of 2016 excludes the impact of $30.9 million in transaction-related expenses(1) incurred during the second quarter of 2016. Additionally, adjusted EBITDA for the second quarter of 2016 included $3.7 million of non-operating costs such as business optimization consulting, litigation and transaction-related severance. The prior year quarter included $0.3 million of similar non-operating costs.
•
Free cash flow(3) for the second quarter of 2016 was $16.2 million compared to $20.4 million for the second quarter of 2015.
•
Cash and cash equivalents totaled $118.9 million as of June 30, 2016.
•
Obligations under long-term debt(4) totaled $1.0 billion as of June 30, 2016.
Ancestry Business Updates
•
Company – On May 23, 2016 the Company announced the successful closing of the previously-announced transaction whereby Silver Lake Partners and GIC acquired substantial equity stakes in Ancestry at an enterprise value of approximately $2.6 billion. As a result, Silver Lake and GIC each now hold equal minority ownership positions while the Permira funds, Spectrum Equity, and Ancestry management remain as meaningful equity investors.
•
AncestryDNA – During the second quarter the AncestryDNA database surpassed 2.0 million samples, after reaching 1.0 million less than a year earlier.
•
Subscribers – Subscribers of Ancestry websites totaled approximately 2,419,000 as of June 30, 2016, up 2% compared to March 31, 2016 and up 9% compared to June 30, 2015.
•
Content – During the second quarter of 2016, the Company added to its collection of more than 18 billion records through launching and adding to significant collections from various sources including:
•
Netherlands birth, marriage, and death records, over 80 million records
•
Indiana vital records, over 30 million records




•
German Lutheran records, over 15 million records
•
Update to US Yearbooks, over 10 million records
•
US naturalizations, over 10 million records
•
Australia WW2 military records, over 1 million records
•
Adpay/Memoriams Acquisition – The Company completed the acquisition of Adpay, Inc., the creator and operator of the Memoriams.com obituary input network during the quarter. Memoriams.com submits obituaries to approximately 3,000 newspapers in the U.S. from its growing network of funeral homes.
(1) 
Transaction-related expenses represent expenses associated with the May 2016 transaction involving Silver Lake Partners' and GIC's investment in the Company.
(2) 
Adjusted EBITDA is defined as net income (loss) plus interest expense, net; other (income) expense, net; income tax expense (benefit); non-cash charges including depreciation, amortization and stock-based compensation expense; and transaction-related expenses, as defined in Footnote 1 above.
(3) 
Free cash flow subtracts from adjusted EBITDA the capitalization of content databases, purchases of property, equipment and software and cash received (paid) for income taxes and interest.
(4) 
This amount does not include $390.2 million in senior unsecured PIK notes issued by our parent company, Ancestry.com Holdings LLC. While not required, Ancestry.com LLC has made and intends to pay future distributions or loans to its parent related to the PIK notes, provided that such payments are permitted under Ancestry.com LLC's debt covenants.
Conference Call and Webcast
Ancestry.com will host a conference call today at 3:00 p.m. MT (5:00 p.m. ET). Participants can access the conference call by dialing (844) 831-3026 (domestic toll-free) or (315) 625-6887 (international) approximately ten minutes prior to the start time.
Use of Non-GAAP Measures
The Company believes that 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. In the case of adjusted EBITDA, net income (loss) is adjusted for interest expense, net; other (income) expense, net; income tax expense (benefit); and non-cash charges including depreciation, amortization, and stock-based compensation expense; and transaction-related expenses. Free cash flow subtracts from adjusted EBITDA the capitalization of content databases, purchases of property, equipment and software 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, net income (loss) and net cash provided by operating activities, or other financial measures prepared in accordance with GAAP. A reconciliation to net income (loss), the most directly comparable GAAP financial measure of these non-GAAP measures, is contained in tabular form on the attached unaudited summary financial statements.
The Company uses 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 adjusted EBITDA as a factor when determining the incentive compensation pool.
About Ancestry
Ancestry, the global leader in family history and consumer genomics, harnesses the information found in family trees, historical records, and DNA to help people gain a new level of understanding about their lives. Ancestry has more than 2.4 million paying subscribers across its core Ancestry websites and more than 2 million DNA samples in the AncestryDNA database. Since 1996, more than 18 billion records have been added, and users have created more than 80 million family trees on the Ancestry flagship site and its affiliated international websites. Ancestry offers a suite of family history products and services including AncestryDNA, Archives, ProGenealogists, Newspapers.com and Fold3. 




Forward-Looking Statements
This press release contains forward-looking statements that 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 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, financial and operating performance, its leadership position and its opportunities and prospects for growth, including growth in revenues, adjusted EBITDA and number of subscribers. 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. 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; and its ability to add tools and features and provide value to satisfy customer demand. Information concerning these and 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 our Quarterly Report on Form 10-Q for the period ended March 31, 2016, which was filed with the Securities and Exchange Commission on April 29, 2016, 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
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
 
June 30,
2016
 
December 31,
2015
 
(unaudited)
 
 
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
118,901

 
$
128,157

Accounts receivable, net of allowances of $733 and $997 at June 30, 2016 and December 31, 2015, respectively
14,573

 
13,624

Prepaid expenses
9,916

 
12,228

Other current assets
15,042

 
8,700

Total current assets
158,432

 
162,709

Property and equipment, net
85,707

 
54,795

Content databases, net
274,934

 
282,281

Intangible assets, net
132,043

 
159,736

Goodwill
959,399

 
948,283

Other assets
14,351

 
13,956

Total assets
$
1,624,866

 
$
1,621,760

LIABILITIES AND MEMBER’S INTERESTS
Current liabilities:
 
 
 
Accounts payable
$
13,940

 
$
13,120

Accrued expenses
53,191

 
52,871

Deferred revenues
193,394

 
171,822

Current portion of long-term debt, net
7,103

 
7,087

Total current liabilities
267,628

 
244,900

Long-term debt, net
988,077

 
989,256

Financing obligation
45,661

 
22,900

Deferred income taxes
39,777

 
59,809

Other long-term liabilities
26,263

 
23,977

Total liabilities
1,367,406

 
1,340,842

Commitments and contingencies
 
 
 
Member’s interests:
 
 
 
Member’s interests
397,241

 
422,603

Accumulated deficit
(139,781
)
 
(141,685
)
Total member’s interests
257,460

 
280,918

Total liabilities and member’s interests
$
1,624,866

 
$
1,621,760





ANCESTRY.COM LLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(unaudited)
 
(unaudited)
Revenues:
 
 
 
 
 
 
 
Subscription revenues
$
160,203

 
$
145,408

 
$
314,847

 
$
287,125

Service and other revenues
51,221

 
24,016

 
93,087

 
46,896

Total revenues
211,424

 
169,424

 
407,934

 
334,021

Costs of revenues:
 
 
 
 
 
 
 
Cost of subscription revenues
27,641

 
25,584

 
54,991

 
51,279

Cost of service and other revenues
28,222

 
13,882

 
52,632

 
28,148

Total cost of revenues
55,863

 
39,466

 
107,623

 
79,427

Gross profit
155,561

 
129,958

 
300,311

 
254,594

Operating expenses:
 
 
 
 
 
 
 
Technology and development
27,643

 
24,282

 
53,647

 
47,725

Marketing and advertising
55,433

 
41,203

 
107,233

 
84,380

General and administrative
19,533

 
12,427

 
33,451

 
23,882

Amortization of intangible assets
18,052

 
27,464

 
36,642

 
54,927

Transaction-related expenses
30,874

 
—

 
32,306

 
—

Total operating expenses
151,535

 
105,376

 
263,279

 
210,914

Income from operations
4,026

 
24,582

 
37,032

 
43,680

Interest expense, net
(19,731
)
 
(16,622
)
 
(39,812
)
 
(33,830
)
Other (expense) income, net
(279
)
 
190

 
(448
)
 
(73
)
(Loss) income before income taxes
(15,984
)
 
8,150

 
(3,228
)
 
9,777

Income tax benefit
5,520

 
5,512

 
5,132

 
6,679

Net (loss) income
$
(10,464
)
 
$
13,662

 
$
1,904

 
$
16,456

 
 
 
 
 
 
 
 
Comprehensive (loss) income
$
(10,464
)
 
$
13,662

 
$
1,904

 
$
16,456





ANCESTRY.COM LLC
(in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(unaudited)
 
(unaudited)
Reconciliation of adjusted EBITDA and free cash flow to net (loss) income:(5)
 
 
 
 
 
 
 
Net (loss) income
$
(10,464
)
 
$
13,662

 
$
1,904

 
$
16,456

Interest expense, net
19,731

 
16,622

 
39,812

 
33,830

Other expense (income), net
279

 
(190
)
 
448

 
73

Income tax benefit
(5,520
)
 
(5,512
)
 
(5,132
)
 
(6,679
)
Depreciation
6,191

 
5,544

 
11,904

 
11,106

Amortization
27,255

 
35,298

 
54,836

 
70,404

Stock-based compensation expense
2,053

 
1,876

 
3,937

 
3,801

Transaction-related expenses
30,874

 
—

 
32,306

 
—

Adjusted EBITDA
$
70,399

 
$
67,300

 
$
140,015

 
$
128,991

Capitalization of content databases
(5,669
)
 
(9,140
)
 
(11,889
)
 
(16,540
)
Purchases of property, equipment and software
(14,925
)
 
(2,292
)
 
(20,775
)
 
(6,444
)
Cash paid for interest(6)
(25,881
)
 
(22,824
)
 
(35,249
)
 
(29,253
)
Cash paid for income taxes
(7,687
)
 
(12,600
)
 
(8,148
)
 
(12,805
)
Free cash flow
$
16,237

 
$
20,444

 
$
63,954

 
$
63,949


ANCESTRY.COM LLC
Total Subscribers and Net Subscriber Additions
(in thousands)
 
Three Months Ended
 
June 30,
2016
 
March 31,
2016
 
June 30,
2015
 
(unaudited)
Total subscribers
2,419

 
2,372

 
2,220

Net subscriber additions
47

 
108

 
1

(5) 
Net loss (income) and therefore adjusted EBITDA and free cash flow for the three and six months ended June 30, 2016 include $3.7 million and $4.2 million, respectively, of non-operating costs such as business optimization consulting, litigation and transaction-related severance. For the three and six months ended June 30, 2015, net income and therefore adjusted EBITDA and free cash flow include $0.3 million and $0.6 million, respectively, of similar non-operating costs.
(6) 
Cash paid for interest for the three and six months ended June 30, 2016 excludes an $18.7 million payment made to our parent related to interest obligations on the senior unsecured PIK notes. Cash paid for interest for the three and six months ended June 30, 2015 exclude $18.7 million and $19.1 million, respectively, of payments made to our parent related to the interest obligations on its senior unsecured PIK notes.




Contact:
Media:
Brandon Borrman
bborrman@ancestry.com
(415) 795-6786

Investors:
Jon Laudie
jlaudie@ancestry.com
(801) 705-7925



Ancestry.com LLC Reports