Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Telaria, Inc. | a17-18625_18k.htm |
Exhibit 99.1
TREMOR VIDEO REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS
Tremor Video exceeds guidance on revenue, Total Spend and Adjusted EBITDA
Second quarter revenue increased 32% from prior year
NEW YORK, NY (August 3, 2017) — Tremor Video, Inc. (NYSE:TRMR), a provider of software for video ad effectiveness, today announced financial results for the quarter ended June 30, 2017 that exceeded expectations across all metrics, including revenue, Total Spend, and Adjusted EBITDA.
Second Quarter 2017 Highlights:
· Revenue of $48.9 million, up 32% year-over-year
· Total Spend(1) of $78.6 million, up 44% year-over-year
· Record gross profit of $24.4 million, up 42% year-over-year
· Adjusted EBITDA(2) of $3.0 million compared to ($1.2) million in Q2 2016
(1) We define Total Spend 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 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.
“These exceptional results underscore the strength of our technology and stellar leadership team,” commented Chief Executive Officer Mark Zagorski. “For the second consecutive quarter, we exceeded guidance across revenue, Total Spend and Adjusted EBITDA. I look forward to continuing to execute on our strategy in the second half of the year.”
Second Quarter and Year-to-Date Results Summary
The table below presents revenue, Total Spend, gross profit, net loss, Adjusted EBITDA and net loss per share for the three month and six month periods ended June 30, 2017 and June 30, 2016.
(in millions, except per share amounts), (unaudited)
|
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||||||
|
|
|
June 30, |
|
June 30, |
|
% |
|
June 30, |
|
June 30, |
|
% |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Revenue |
|
$ |
48.9 |
|
$ |
37.1 |
|
32 |
% |
$ |
90.3 |
|
$ |
71.7 |
|
26 |
% |
|
Total Spend |
|
$ |
78.6 |
|
$ |
54.7 |
|
44 |
% |
$ |
139.4 |
|
$ |
105.9 |
|
32 |
% |
|
Gross profit |
|
$ |
24.4 |
|
$ |
17.2 |
|
42 |
% |
$ |
43.8 |
|
$ |
33.4 |
|
31 |
% |
|
Net loss |
|
$ |
(2.3 |
) |
$ |
(5.9 |
) |
61 |
% |
$ |
(9.2 |
) |
$ |
(16.9 |
) |
46 |
% |
|
Adjusted EBITDA |
|
$ |
3.0 |
|
$ |
(1.2 |
) |
NM |
|
$ |
0.6 |
|
$ |
(5.5 |
) |
NM |
|
|
Net loss per share |
|
$ |
(0.05 |
) |
$ |
(0.11 |
) |
55 |
% |
$ |
(0.18 |
) |
$ |
(0.32 |
) |
44 |
% |
Second Quarter and Year-to-Date Breakdown of Total Spend(1)
(in thousands), (unaudited)
|
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||||||
|
|
|
June 30, |
|
June 30, |
|
% |
|
June 30, |
|
June 30, |
|
% |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Programmatic |
|
$ |
44,005 |
|
$ |
27,040 |
|
63 |
% |
$ |
73,107 |
|
$ |
53,177 |
|
37 |
% |
|
Non-programmatic higher function |
|
28,723 |
|
22,833 |
|
26 |
% |
56,134 |
|
42,811 |
|
31 |
% | ||||
|
Non-programmatic media network |
|
5,825 |
|
4,796 |
|
21 |
% |
10,204 |
|
9,910 |
|
3 |
% | ||||
|
Total Spend |
|
$ |
78,553 |
|
$ |
54,669 |
|
44 |
% |
$ |
139,445 |
|
$ |
105,898 |
|
32 |
% |
(1) Please see the discussion in the section called “Non-GAAP Financial Measures.”
Guidance
Based on information available as of August 3, 2017, the Company expects the following:
Third Quarter and Full Year 2017 Outlook
|
|
|
Q3 2017 |
|
Full Year 2017 |
|
|
|
|
|
|
|
|
|
Revenue |
|
$46.0 – $50.0 million |
|
$182.0 – $192.0 million |
|
|
Total Spend |
|
$81.0 – $85.0 million |
|
$320.0 – $330.0 million |
|
|
Adjusted EBITDA |
|
$1.0 – $4.0 million |
|
$3.0 – $7.0 million |
|
Q2 2017 Financial Results Webcast: Tremor Video will host a conference call today at 8:00 a.m. ET to discuss its second quarter financial results. A live webcast of the event will be available on the Tremor Video Investor Relations website at http://investor.tremorvideo.com. A live domestic dial-in is available at (877) 407-9039 or internationally at (201) 689-8470. Until August 10, 2017, a domestic replay will be available at (844) 512-2921 or internationally at (412) 317-6671, using passcode 13666601, and via webcast on the Tremor Video Investor Relations website.
###
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, growth potential, or future profitability, including 2017 third quarter and 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 continuing development of its business model; unfavorable conditions in the global economy 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; the rate of decline of the company’s non-programmatic media network; adoption of the company’s programmatic solutions by advertisers and publishers; the company’s inability to realize or loss of synergies between its buyer and seller platforms; adoption of the company’s All-Screen product and other higher-function buying products 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, 2016, filed with the U.S. Securities and Exchange Commission on March 10, 2017, its Quarterly Report on Form 10-Q for the period ended March 31, 2017, filed with the U.S. Securities and Exchange Commission on May 10, 2017, and future filings and reports by the company, including its Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
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 and Adjusted EBITDA, 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. Within Total Spend, we closely monitor the percentage contributions among the following operational metrics: programmatic; non-programmatic higher function; and non-programmatic media. Programmatic includes all spend attributable to the Tremor Video SSP, Tremor Video DSP and agency trading desks. We define non-programmatic higher-function as non-programmatic spend running through our buyer platform that utilizes our higher-function products, including our All-Screen optimization solution, our advanced data targeting solutions, and our proprietary outcome-based pricing models. We define non-programmatic media as non-programmatic spend running through our buyer platform that is purchased without any of our higher-function products. We track these operational metrics in order to better understand how our clients are transacting on our platforms, which informs decisions as to the allocation of resources and capital. We define Adjusted EBITDA as net loss plus (minus): interest expense and other income (expense), net, provision for income taxes, depreciation and amortization expense, non-cash stock-based compensation expense, non-cash stock-based long-term incentive compensation, executive severance and retention costs, acquisition related costs, litigation costs associated with class action securities litigation, mark-to-market expense, impairment charges, other professional fees, and other adjustments. 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 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 Total Spend and 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 costs and 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 these costs and charges to have a significant, and potentially unpredictable, impact on our future GAAP financial results.
Investor Relations Contact:
Andrew Posen
212-792-2315
Vice President, Head of Investor Relations
IR@TremorVideo.com
Media Contact:
Lekha Rao
646-699-7706
Vice President, Media Relations & Corporate Communications
lrao@tremorvideo.com
Exhibit A
Tremor Video, Inc.
Consolidated Balance Sheets
(in thousands)
|
|
|
June 30, |
|
December 31, |
| ||
|
|
|
2017 |
|
2016 |
| ||
|
|
|
(unaudited) |
|
|
| ||
|
Assets |
|
|
|
|
| ||
|
Current assets: |
|
|
|
|
| ||
|
Cash and cash equivalents |
|
$ |
36,153 |
|
$ |
43,160 |
|
|
Accounts receivable, net |
|
74,190 |
|
79,027 |
| ||
|
Prepaid expenses and other current assets |
|
2,284 |
|
2,405 |
| ||
|
Total current assets |
|
112,627 |
|
124,592 |
| ||
|
Long-term assets: |
|
|
|
|
| ||
|
Restricted cash |
|
— |
|
770 |
| ||
|
Property and equipment, net |
|
8,080 |
|
9,656 |
| ||
|
Intangible assets, net |
|
4,868 |
|
6,922 |
| ||
|
Goodwill |
|
10,881 |
|
10,758 |
| ||
|
Other assets |
|
1,487 |
|
1,527 |
| ||
|
Total long-term assets |
|
25,316 |
|
29,633 |
| ||
|
Total assets |
|
$ |
137,943 |
|
$ |
154,225 |
|
|
|
|
|
|
|
| ||
|
Liabilities and stockholders’ equity |
|
|
|
|
| ||
|
Current liabilities: |
|
|
|
|
| ||
|
Accounts payable and accrued expenses |
|
$ |
56,474 |
|
$ |
64,691 |
|
|
Deferred rent, short-term |
|
745 |
|
704 |
| ||
|
Contingent consideration on acquisition, short-term |
|
4,635 |
|
2,483 |
| ||
|
Deferred revenue |
|
95 |
|
5 |
| ||
|
Capital leases, short-term |
|
362 |
|
362 |
| ||
|
Other current liabilities |
|
100 |
|
179 |
| ||
|
Total current liabilities |
|
62,411 |
|
68,424 |
| ||
|
Long-term liabilities: |
|
|
|
|
| ||
|
Deferred rent, long-term |
|
5,716 |
|
6,072 |
| ||
|
Deferred tax liabilities |
|
487 |
|
447 |
| ||
|
Capital leases, long-term |
|
573 |
|
760 |
| ||
|
Total liabilities |
|
69,187 |
|
75,703 |
| ||
|
Stockholders’ equity: |
|
|
|
|
| ||
|
Common stock |
|
5 |
|
5 |
| ||
|
Treasury stock |
|
(8,443 |
) |
(6,037 |
) | ||
|
Additional paid-in capital |
|
285,253 |
|
283,486 |
| ||
|
Accumulated other comprehensive loss |
|
(204 |
) |
(331 |
) | ||
|
Accumulated deficit |
|
(207,855 |
) |
(198,601 |
) | ||
|
Total stockholders’ equity |
|
68,756 |
|
78,522 |
| ||
|
Total liabilities and stockholders’ equity |
|
$ |
137,943 |
|
$ |
154,225 |
|
Tremor Video, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
|
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||
|
|
|
June 30, |
|
June 30, |
| ||||||||
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Revenue |
|
$ |
48,867 |
|
$ |
37,107 |
|
$ |
90,267 |
|
$ |
71,672 |
|
|
Cost of revenue |
|
24,441 |
|
19,907 |
|
46,464 |
|
38,254 |
| ||||
|
Gross profit |
|
24,426 |
|
17,200 |
|
43,803 |
|
33,418 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating Expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Technology and development(1) |
|
5,190 |
|
5,045 |
|
10,851 |
|
10,888 |
| ||||
|
Sales and marketing(1) |
|
13,908 |
|
11,342 |
|
26,961 |
|
24,006 |
| ||||
|
General and administrative(1) |
|
5,005 |
|
4,074 |
|
10,088 |
|
8,996 |
| ||||
|
Depreciation and amortization |
|
2,357 |
|
2,325 |
|
4,706 |
|
4,564 |
| ||||
|
Mark-to-market(2) |
|
93 |
|
45 |
|
148 |
|
1,089 |
| ||||
|
Total operating expenses |
|
26,553 |
|
22,831 |
|
52,754 |
|
49,543 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Loss from operations |
|
(2,127 |
) |
(5,631 |
) |
(8,951 |
) |
(16,125 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Interest and other (expense) income, net: |
|
|
|
|
|
|
|
|
| ||||
|
Interest expense |
|
(138 |
) |
(13 |
) |
(190 |
) |
(15 |
) | ||||
|
Other (expense) income, net |
|
60 |
|
(33 |
) |
85 |
|
(285 |
) | ||||
|
Total interest and other expense, net |
|
(78 |
) |
(46 |
) |
(105 |
) |
(300 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Loss before provision for income taxes |
|
(2,205 |
) |
(5,677 |
) |
(9,056 |
) |
(16,425 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Provision for income taxes |
|
95 |
|
178 |
|
104 |
|
504 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net loss |
|
$ |
(2,300 |
) |
$ |
(5,855 |
) |
$ |
(9,160 |
) |
$ |
(16,929 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net loss per share: |
|
|
|
|
|
|
|
|
| ||||
|
Basic and diluted |
|
$ |
(0.05 |
) |
$ |
(0.11 |
) |
$ |
(0.18 |
) |
$ |
(0.32 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Weighted-average number of shares of common stock outstanding: |
|
|
|
|
|
|
|
|
| ||||
|
Basic and diluted |
|
50,205,913 |
|
52,633,054 |
|
50,102,803 |
|
52,502,955 |
| ||||
(1) Stock-based compensation expense included above:
|
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||
|
|
|
June 30, |
|
June 30, |
| ||||||||
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
| ||||
|
|
|
(unaudited) |
|
(unaudited) |
| ||||||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Technology and development |
|
$ |
234 |
|
$ |
244 |
|
$ |
445 |
|
$ |
462 |
|
|
Sales and marketing |
|
405 |
|
381 |
|
773 |
|
767 |
| ||||
|
General and administrative |
|
410 |
|
400 |
|
847 |
|
760 |
| ||||
|
Total stock-based compensation expense |
|
$ |
1,049 |
|
$ |
1,025 |
|
$ |
2,065 |
|
$ |
1,989 |
|
(2) Reflects expense incurred based on the Company’s re-measurement, at June 30, 2017 and June 30, 2016, of the estimated fair value of earn-out payments that have become or may become due in connection with the acquisition of The Video Network Pty Ltd, an Australian proprietary limited company (“TVN”), and which are not conditioned on continued employment with the Company.
Tremor Video, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
|
|
Six Months Ended |
| ||||
|
|
|
June 30, |
| ||||
|
|
|
2017 |
|
2016 |
| ||
|
|
|
|
|
|
| ||
|
Cash flows from operating activities: |
|
|
|
|
| ||
|
Net loss |
|
$ |
(9,160 |
) |
$ |
(16,929 |
) |
|
Adjustments required to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| ||
|
Depreciation and amortization expense |
|
4,706 |
|
4,564 |
| ||
|
Loss from sublease |
|
— |
|
341 |
| ||
|
Bad debt expense (recovery) |
|
325 |
|
(61 |
) | ||
|
Stock-based compensation expense |
|
2,065 |
|
1,989 |
| ||
|
Compensation expense related to acquisition contingent consideration |
|
1,810 |
|
2,142 |
| ||
|
Mark-to-market expense |
|
148 |
|
1,089 |
| ||
|
Loss on disposal of property and equipment |
|
— |
|
23 |
| ||
|
Deferred tax benefit |
|
40 |
|
— |
| ||
|
Net changes in operating assets and liabilities: |
|
|
|
|
| ||
|
Decrease in accounts receivable |
|
4,742 |
|
14,964 |
| ||
|
Decrease (increase) in prepaid expenses and other assets |
|
161 |
|
(176 |
) | ||
|
Decrease (increase) in restricted cash |
|
770 |
|
(170 |
) | ||
|
Decrease in accounts payable and accrued expenses |
|
(8,884 |
) |
(15,032 |
) | ||
|
Decrease in other current liabilities |
|
(79 |
) |
— |
| ||
|
Decrease in deferred rent |
|
(315 |
) |
(26 |
) | ||
|
Increase (decrease) in deferred revenue |
|
90 |
|
(47 |
) | ||
|
Net cash used in operating activities |
|
(3,581 |
) |
(7,329 |
) | ||
|
|
|
|
|
|
| ||
|
Cash flows from investing activities: |
|
|
|
|
| ||
|
Purchase of property and equipment |
|
(907 |
) |
(2,323 |
) | ||
|
Net cash used in investing activities |
|
(907 |
) |
(2,323 |
) | ||
|
|
|
|
|
|
| ||
|
Cash flows from financing activities: |
|
|
|
|
| ||
|
Proceeds from common stock issuance |
|
255 |
|
245 |
| ||
|
Proceeds from the exercise of stock options awards |
|
62 |
|
153 |
| ||
|
Principal portion of capital lease payments |
|
(187 |
) |
— |
| ||
|
Treasury stock - repurchase of stock |
|
(2,406 |
) |
(332 |
) | ||
|
Tax withholdings related to net share settlements of restricted stock units |
|
(709 |
) |
(252 |
) | ||
|
Net cash used in financing activities |
|
(2,985 |
) |
(186 |
) | ||
|
|
|
|
|
|
| ||
|
Net decrease in cash and cash equivalents |
|
(7,473 |
) |
(9,838 |
) | ||
|
|
|
|
|
|
| ||
|
Effect of exchange rate changes in cash and cash equivalents |
|
466 |
|
(72 |
) | ||
|
|
|
|
|
|
| ||
|
Cash and cash equivalents at beginning of period |
|
43,160 |
|
59,887 |
| ||
|
Cash and cash equivalents at end of period |
|
$ |
36,153 |
|
$ |
49,977 |
|
Exhibit B
Tremor Video, Inc.
Reconciliation of Total Spend to Revenue
(in thousands)
(unaudited)
|
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||
|
|
|
June 30, |
|
June 30, |
| ||||||||
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Total Spend |
|
$ |
78,553 |
|
$ |
54,669 |
|
$ |
139,445 |
|
$ |
105,898 |
|
|
SSP inventory costs(1) |
|
29,686 |
|
17,562 |
|
49,178 |
|
34,226 |
| ||||
|
Revenue |
|
$ |
48,867 |
|
$ |
37,107 |
|
$ |
90,267 |
|
$ |
71,672 |
|
(1) We record revenue from our buyer platform on a gross basis, including costs of inventory. Accordingly, for revenue generated from our buyer platform, total spend is equivalent to revenue. We record revenue from our seller platform, the Tremor Video SSP, net of inventory costs. Total spend through the Tremor Video SSP is equal to the revenue generated from the Tremor Video SSP plus associated costs of inventory.
Tremor Video, Inc.
Reconciliation of Net Loss to Adjusted EBITDA
(in thousands)
(unaudited)
|
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||
|
|
|
June 30, |
|
June 30, |
| ||||||||
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net loss |
|
$ |
(2,300 |
) |
$ |
(5,855 |
) |
$ |
(9,160 |
) |
$ |
(16,929 |
) |
|
Adjustments: |
|
|
|
|
|
|
|
|
| ||||
|
Depreciation and amortization expense |
|
2,357 |
|
2,325 |
|
4,706 |
|
4,564 |
| ||||
|
Stock-based compensation expense |
|
1,049 |
|
1,025 |
|
2,065 |
|
1,989 |
| ||||
|
Executive severance, retention and recruiting costs(1) |
|
362 |
|
67 |
|
432 |
|
172 |
| ||||
|
Acquisition-related costs(2) |
|
985 |
|
929 |
|
1,810 |
|
2,148 |
| ||||
|
Litigation expenses |
|
— |
|
— |
|
— |
|
181 |
| ||||
|
Provision for income taxes |
|
95 |
|
178 |
|
104 |
|
504 |
| ||||
|
Mark-to-market expense(3) |
|
93 |
|
45 |
|
148 |
|
1,089 |
| ||||
|
Interest and other (income) expense, net |
|
78 |
|
46 |
|
105 |
|
300 |
| ||||
|
Other adjustments(4) |
|
— |
|
— |
|
109 |
|
520 |
| ||||
|
Other professional fees |
|
300 |
|
— |
|
300 |
|
— |
| ||||
|
Total net adjustments |
|
5,319 |
|
4,615 |
|
9,779 |
|
11,467 |
| ||||
|
Adjusted EBITDA |
|
$ |
3,019 |
|
$ |
(1,240 |
) |
$ |
619 |
|
$ |
(5,462 |
) |
(1) Reflects severance costs related to the termination of certain executives, the accrual of compensation expense in connection with retention bonuses that may become payable to certain executives and executive recruitment costs.
(2) Reflects acquisition-related costs incurred in connection with our acquisition of TVN. Includes compensation-related expenses related to contingent consideration payments that may become due to certain TVN sellers that are subject to continued employment of $985 and $924 for the three months ended June 30, 2017 and 2016 respectively and $1,810 and $2,130 for the six months ended June 30, 2017 and June 30, 2016, respectively
(3) Reflects expense incurred based on the Company’s re-measurement, at June 30, 2017 and June 30, 2016, of the estimated fair value of earn-out payments that have become or may become due in connection with the acquisition of TVN and which are not conditioned on continued employment with the Company.
(4) Reflects amounts accrued in connection with a one-time change in the Company’s employee vacation policy.
Exhibit C
Tremor Video, Inc.
Consolidated Quarterly Statement of Operations
(in thousands)
(unaudited)
|
|
|
Q1 2016 |
|
Q2 2016 |
|
Q3 2016 |
|
Q4 2016 |
|
Q1 2017 |
|
Q2 2017 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Revenue |
|
$ |
34,565 |
|
$ |
37,107 |
|
$ |
41,281 |
|
$ |
53,808 |
|
$ |
41,400 |
|
$ |
48,867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Inventory costs |
|
16,368 |
|
17,922 |
|
19,198 |
|
25,476 |
|
16,088 |
|
18,449 |
| ||||||
|
Other cost of revenue |
|
1,979 |
|
1,985 |
|
3,500 |
|
4,060 |
|
5,935 |
|
5,992 |
| ||||||
|
Total cost of revenue |
|
18,347 |
|
19,907 |
|
22,698 |
|
29,536 |
|
22,023 |
|
24,441 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Gross Profit |
|
16,218 |
|
17,200 |
|
18,583 |
|
24,272 |
|
19,377 |
|
24,426 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Total operating expenses |
|
26,712 |
|
22,831 |
|
22,311 |
|
24,998 |
|
26,201 |
|
26,553 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Loss from operations |
|
(10,494 |
) |
(5,631 |
) |
(3,728 |
) |
(726 |
) |
(6,824 |
) |
(2,127 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Total interest and other (expense) income, net |
|
(254 |
) |
(46 |
) |
68 |
|
(20 |
) |
(27 |
) |
(78 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Loss before provision for income taxes |
|
(10,748 |
) |
(5,677 |
) |
(3,660 |
) |
(746 |
) |
(6,851 |
) |
(2,205 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Provision for income taxes |
|
326 |
|
178 |
|
(43 |
) |
(345 |
) |
9 |
|
95 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Net loss |
|
$ |
(11,074 |
) |
$ |
(5,855 |
) |
$ |
(3,617 |
) |
$ |
(401 |
) |
$ |
(6,860 |
) |
$ |
(2,300 |
) |