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8-K - 8-K - Telaria, Inc.tlraq220188-ker.htm



TELARIA REPORTS SECOND QUARTER 2018 FINANCIAL RESULTS

Quarterly revenue of $12.4 million, up 25% year-over-year

NEW YORK, NY - August 8, 2018 - Telaria, Inc. (NYSE:TLRA), the complete software platform to manage video advertising for premium publishers, today announced financial results for the quarter ended June 30, 2018.

Second Quarter 2018 Highlights:
Revenue of $12.4 million, up 25% year-over-year
Gross profit of $11.3 million, up 25% year-over-year
Gross margin of 91%
Adjusted EBITDA(1) of $(1.1) million, compared to $(3.2) million in the prior year period

(1)
Adjusted EBITDA is a non-GAAP financial measure. Please see the discussion in the section called “Non-GAAP Financial Measures” and the reconciliation included at the end of this press release.
“I am extremely proud of what we have been able to accomplish in year one as Telaria," said Mark Zagorski, Telaria CEO. "Our results through the first six months of this year included strong revenue growth and further improvements in EBITDA, as well as the addition of numerous key partners and the launch of our VMP. These advancements are the result of our leading team, innovative technology and forward-thinking strategy which is specifically tailored to take advantage of the exciting CTV opportunity."
Business Highlights:
Acquired SlimCut, adding outstream technology to the Company's VMP and providing access to new markets in Canada and France.
CTV revenue growth continued in Q2, now 24% of total revenue.
Launched a comprehensive fraud prevention program in partnership with WhiteOps, enhancing Telaria's commitment to a fraud free ecosystem.
Closed deal with Nielsen to integrate their Digital Ad Ratings (DAR) into the Company's VMP, providing desktop video publishers with audience measurement metrics similar to TV to optimize their sales efforts.

Second Quarter Results Summary
(in millions, except per share amounts), (unaudited)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
 
% Change
 
2018
 
2017
 
% Change
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
$12.4
 
$9.9
 
25%
 
$22.0
 
$16.1
 
37%
Gross profit
 
$11.3
 
$9.0
 
25%
 
$19.9
 
$14.4
 
38%
Loss from continuing operations, net of income taxes
 
$(3.0)
 
$(6.8)
 
56%
 
$(9.1)
 
$(16.4)
 
45%
Adjusted EBITDA
 
$(1.1)
 
$(3.2)
 
66%
 
$(4.4)
 
$(10.0)
 
56%
Net loss from continuing operations, net of income taxes per share
 
$(0.06)
 
$(0.14)
 
57%
 
$(0.18)
 
$(0.32)
 
44%



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Guidance
Based on information available as of August 8, 2018, the Company expects the following:
Third Quarter and Full Year 2018 Outlook
 
 
Q3 2018
 
Full Year 2018
 
 
 
 
 
Revenue
 
$15.0 - $17.0 million
 
$58.0-$62.0 million
Adjusted EBITDA
 
$0.0 - $2.0 million
 
$5.0-$8.0 million

Q2 2018 Financial Results Webcast: The Company will host a conference call at 8:00 AM ET today to discuss its results. The conference call can be accessed toll-free at (855) 327-6837 or (631) 891-4304 (Toll/International). The call will also be broadcast simultaneously at https://telaria.com. Following completion of the call, a recorded replay of the webcast will be available on Telaria’s website. To listen to the telephone replay, call toll-free (844) 512-2921 or (412) 317-6671 (Toll/International), replay Pin #: 10005339. The telephone replay will be available from 11:00 AM ET August 8, 2018 through 11:59 PM ET August 15, 2018. Additional investor information can be accessed at https://investor.telaria.com.

About Telaria
Telaria (NYSE: TLRA) is a complete software platform to manage premium video advertising. We engineer the most robust suite of analytics, automated decisioning, and integrated programmatic and direct monetization tools in the industry. Global publishers require total command of their business; Telaria's independent solution empowers unbiased decisions for the best revenue outcomes.

“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 statements related to 2018 third quarter and full year financial guidance and long-term financial targets. 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; the impact of the disposition of the company’s buyer platform on the company’s operations and financial results, including loss of synergies between the buyer platform and seller platform; 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 demand partners and maintain relationships with current demand partners; the company’s ability to increase or maintain spend from existing demand partners, including the Tremor Video DSP buyer platform, which the company sold in August 2017; growth of OTT and connected TV markets; risks of entering new markets in which we have limited or no experience and difficulty adapting our solutions for new markets; the company’s ability to attract sellers of premium video advertising inventory to its platform and secure inventory 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 its solutions; the impact of tools that block the display of video ads; the effect of legal, regulatory developments and industry standards regarding internet privacy and other matters, including the EU General Data Protection Regulation; 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 the company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission on March 2, 2018, its Quarterly Report on Form 10-Q for the period ended March 31, 2018, filed with the U.S. Securities and Exchange

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Commission on May 8, 2018 and future filings and reports by the company, including its Quarterly Report on Form 10-Q for the period ended June 30, 2018.

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, Telaria 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”), Telaria reports Adjusted EBITDA, which is a non-GAAP financial measure. We define Adjusted EBITDA as loss from continuing operations, net of income taxes before depreciation and amortization, total interest expense and other income (expense), net, provision for income taxes and adjusted to eliminate the impact of non-cash stock-based compensation expense, acquisition related costs, restructuring costs, mark-to-market expense, executive severance, retention and recruiting costs, disposition-related costs, expenses for transitional services and other adjustments. We use Adjusted EBITDA for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that the use of Adjusted EBITDA provides useful information about our operating results, enhances the overall understanding of our past financial performance and future prospects, and allows for greater transparency with respect to a key metric that is 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. With respect to our expectations under “Guidance” above, reconciliation 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 this non-GAAP measure, 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
Vice President, Head of Investor Relations
212-792-2315
IR@telaria.com

Media Contact:
Lekha Rao
Vice President, Media Relations & Corporate Communications
646-226-0254
lrao@telaria.com




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Exhibit A

Telaria, Inc.
Consolidated Balance Sheets
(in thousands)



 
 
June 30,
 
December 31,
 
 
2018
 
2017
 
 
(unaudited)
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
64,950

 
$
76,320

Accounts receivable, net
 
60,021

 
59,288

Prepaid expenses and other current assets
 
3,541

 
2,499

Total current assets
 
128,512

 
138,107

Long-term assets:
 
 
 
 
Property and equipment, net
 
3,222

 
3,194

Intangible assets, net
 
4,926

 
1,307

Goodwill
 
9,658

 
6,320

Deferred tax assets
 
332

 
332

Other assets
 
938

 
1,168

Total long-term assets
 
19,076

 
12,321

Total assets
 
$
147,588

 
$
150,428

 
 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued expenses
 
$
61,171

 
$
59,419

Deferred rent, short-term
 
838

 
808

Contingent consideration on acquisition
 
1,443

 

Deferred income
 
31

 
674

Other current liabilities
 
748

 
53

Total current liabilities
 
64,231

 
60,954

Long-term liabilities:
 
 
 
 
Deferred rent
 
5,990

 
5,260

Deferred tax liabilities
 
1,385

 
338

Other non-current liabilities
 
98

 
737

Total liabilities
 
71,704

 
67,289

Commitments and contingencies
 
 
 
 
Stockholders’ equity:
 
 
 
 
Common stock
 
5

 
5

Treasury stock
 
(8,443
)
 
(8,443
)
Additional paid-in capital
 
290,516

 
288,277

Accumulated other comprehensive loss
 
(504
)
 
(232
)
Accumulated deficit
 
(205,690
)
 
(196,468
)
Total stockholders’ equity
 
75,884

 
83,139

Total liabilities and stockholders’ equity
 
$
147,588

 
$
150,428



4

Telaria, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)


 
 
Three Months Ended June 30,
 
Six Months Ended
 June 30,
 
 
2018
 
2017
 
2018
 
2017
Revenue
 
$
12,430

 
$
9,934

 
$
22,031

 
$
16,073

Cost of revenue
 
1,136

 
917

 
2,164

 
1,681

Gross profit
 
11,294

 
9,017

 
19,867

 
14,392

 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Technology and development(1)
 
2,305

 
2,109

 
4,613

 
4,534

Sales and marketing(1)
 
6,646

 
7,700

 
12,938

 
14,226

General and administrative(1)
 
5,365

 
4,774

 
10,363

 
9,647

Restructuring costs
 
117

 

 
117

 

Depreciation and amortization
 
874

 
990

 
2,675

 
2,011

Mark-to-market
 

 
93

 

 
148

Total operating expenses
 
15,307

 
15,666

 
30,706

 
30,566

 
 
 
 
 
 
 
 
 
Loss from continuing operations
 
(4,013
)
 
(6,649
)
 
(10,839
)
 
(16,174
)
 
 
 
 
 
 
 
 
 
Interest and other income (expense), net:
 
 
 
 
 
 
 
 
Interest expense
 
(45
)
 
(33
)
 
(48
)
 
(67
)
Other income (expense), net
 
1,127

 
(45
)
 
1,844

 
(38
)
Total interest and other income (expense), net
 
1,082

 
(78
)
 
1,796

 
(105
)
 
 
 
 
 
 
 
 
 
Loss from continuing operations before income taxes
 
(2,931
)
 
(6,727
)
 
(9,043
)
 
(16,279
)
 
 
 
 
 
 
 
 
 
Provision for income taxes
 
29

 
89

 
43

 
79

 
 
 
 
 
 
 
 
 
Loss from continuing operations, net of income taxes
 
(2,960
)
 
(6,816
)
 
(9,086
)
 
(16,358
)
 
 
 
 
 
 
 
 
 
Loss on sale of discontinued operations, net of income taxes
 
(161
)
 

 
(136
)
 

Income from discontinued operations, net of income taxes
 

 
4,516

 

 
7,198

Total income (loss) from discontinued operations, net of income taxes(2)
 
(161
)
 
4,516

 
(136
)
 
7,198

 
 
 
 
 
 
 
 
 
Net loss
 
$
(3,121
)
 
$
(2,300
)
 
$
(9,222
)
 
$
(9,160
)
 
 
 
 
 
 
 
 
 
Net income (loss) per share — basic and diluted:
 
 
 
 
 
 
 
 
Loss from continuing operations, net of income taxes
 
$
(0.06
)
 
$
(0.14
)
 
$
(0.18
)
 
$
(0.32
)
Income from discontinued operations, net of income taxes
 
$

 
0.09

 

 
0.14

Net loss
 
$
(0.06
)
 
$
(0.05
)
 
$
(0.18
)
 
$
(0.18
)
 
 
 
 
 
 
 
 
 
Weighted-average number of shares of common stock outstanding:
 
 
 
 
 
 
 
 
Basic and diluted
 
52,241,605

 
50,205,913

 
52,035,788

 
50,102,803



5

Telaria, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)


(1) Stock-based compensation expenses included above:
 
 
Three Months Ended June 30,
 
Six Months Ended
 June 30,
 
 
2018
 
2017
 
2018
 
2017
Stock-based compensation expense:
 
 
 
 
 
 
 
 
Technology and development
 
$
124

 
$
156

 
$
253

 
$
300

Sales and marketing
 
394

 
187

 
704

 
350

General and administrative
 
462

 
409

 
879

 
846

Total stock-based compensation expense in continuing operations
 
$
980

 
$
752

 
$
1,836

 
$
1,496

(2) Reflects the sale of our buyer platform to an affiliate of Taptica on August 7, 2017.

6

Telaria, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)


 
 
Six Months Ended June 30,
 
 
 
2018
 
2017
 
Cash flows from operating activities:
 
 
 
 
 
Net loss from continuing operations
 
$
(9,086
)
 
$
(16,358
)
 
Total income (loss) from discontinued operations
 
(136
)
 
7,198

 
Adjustments required to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
Depreciation and amortization expense
 
2,675

 
4,706

 
Bad debt expense
 
163

 
325

 
Mark-to-market expense
 

 
148

 
Compensation expense related to the acquisition contingent consideration
 

 
1,810

 
Deferred tax benefit
 

 
40

 
Loss on disposal of property and equipment
 
21

 

 
Stock-based compensation expense
 
1,836

 
2,065

 
Net changes in operating assets and liabilities:
 
 
 
 
 
Decrease in accounts receivable
 
709

 
4,742

 
(Increase)/decrease in prepaid expenses, other current assets and other long-term assets
 
(776
)
 
161

 
Decrease in accounts payable and accrued expenses
 
615

 
(8,892
)
 
Increase/(decrease) in other current liabilities
 
243

 
(79
)
 
Increase/(decrease) in deferred rent and security deposits payable
 
760

 
(315
)
 
(Decrease)/increase in deferred income
 
(657
)
 
90

 
Decrease in other liabilities
 
(639
)
 

 
Net cash used in operating activities
 
(4,272
)
 
(4,359
)
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
Purchase of property and equipment
 
(2,505
)
 
(895
)
 
Acquisition, net of cash acquired
 
(4,856
)
 

 
Net cash used in investing activities
 
(7,361
)
 
(895
)
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
Proceeds from the exercise of stock options awards
 
1,178

 
62

 
Proceeds from issuance of common stock under employee stock purchase plan
 
239

 
255

 
Principal portion of capital lease payments
 

 
(187
)
 
Treasury stock — repurchase of stock
 

 
(2,406
)
 
Tax withholdings related to net share settlements of restricted stock unit awards (RSUs)
 
(1,014
)
 
(709
)
 
Net cash provided by (used in) financing activities
 
403

 
(2,985
)
 
 
 
 
 
 
 
Net decrease in cash, cash equivalents and restricted cash
 
(11,230
)
 
(8,239
)
 
 
 
 
 
 
 
Effect of exchange rate changes in cash, cash equivalents and restricted cash
 
(140
)
 
462

 
 
 
 
 
 
 
Cash, cash equivalents and restricted cash at beginning of period
 
76,320

 
43,930

 
Cash, cash equivalents and restricted cash at end of period
 
$
64,950

 
$
36,153

 

7

Exhibit B

Telaria, Inc.
Reconciliation of Net Loss from Continuing Operations, Net of Income Taxes to Adjusted EBITDA
(in thousands)
(unaudited)


 
 
Three Months Ended June 30,
 
Six Months Ended
 June 30,
 
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Loss from continuing operations, net of income taxes
 
$
(2,960
)
 
$
(6,816
)
 
$
(9,086
)
 
$
(16,358
)
Adjustments:
 
 
 
 
 
 
 
 
Depreciation and amortization expense
 
874

 
990

 
2,675

 
2,011

Total interest and other income (expense), net(1)
 
(1,082
)
 
78

 
(1,796
)
 
105

Provision for income taxes
 
29

 
89

 
43

 
79

Stock-based compensation expense
 
980

 
752

 
1,836

 
1,496

Acquisition-related costs(2)
 
329

 
985

 
329

 
1,810

Restructuring costs(3)
 
117

 

 
117

 

Mark-to-market expense(4)
 

 
93

 

 
148

Executive severance, retention and recruiting costs
 
80

 
302

 
223

 
332

Disposition-related costs(5)
 
1

 
300

 
2

 
300

Expenses for transitional services(6)
 
308

 

 
697

 

Other adjustments(7)
 
250

 

 
563

 
102

Total net adjustments
 
1,886

 
3,589

 
4,689

 
6,383

Adjusted EBITDA
 
$
(1,074
)
 
$
(3,227
)
 
$
(4,397
)
 
$
(9,975
)
 
 
 
 
 
 
 
 
 

(1)
Reflects sublease income for our two former corporate headquarters and former Santa Monica location net of rent expense for those same locations. In addition, includes income received from the sale of Tremor Video DSP trademark.
(2) 
For the three and six months ended June 30, 2018, reflects acquisition-related costs incurred in connection with our acquisition of SlimCut. For the three and six months ended June 30, 2017, reflects acquisition-related costs incurred in connection with the acquisition of TVN.
(3)
Reflects the estimated fair value of costs related to the move of our Santa Monica location.
(4)
Reflects expense incurred based on the re-measurement, at June 30, 2017, of the estimated fair value of earn-out payments that were paid in connection with the acquisition of TVN and which were not conditioned on continued employment.
(5)
Reflects professional fees incurred in connection with the sale of the buyer platform in August 2017.
(6) 
Reflects costs incurred providing transitional services following the sale of our buyer platform.
(7)
For the three and six months ended June 30, 2018, reflects rent expense for our current corporate headquarters during the period of time in which such space was unoccupied. For the six months ended June 30, 2017, reflects amounts accrued in connection with a one-time change in our employee vacation policy for the first quarter of 2017.


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