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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Digital Generation, Inc.a11-29563_18k.htm

Exhibit 99.1

 

 

News Announcement

 

For more information contact:

Omar Choucair

Chief Financial Officer

DG

972/581-2000

 

JoAnn Horne

Market Street Partners

415/445-3233

 

DG® REPORTS RECORD THIRD QUARTER 2011 RESULTS

 

Revenue Increases 52% to $84.6 Million

 

EBITDA Increases 18% to $30.7 Million

 

Dallas, TX — November 9, 2011 — DG® (NASDAQ: DGIT), the world’s leading ad management and distribution platform, today reported third quarter financial results.  Consolidated revenue for the third quarter 2011 increased 52% to $84.6 million, compared to $55.6 million in the same period of 2010.  Third quarter Adjusted EBITDA increased 18% to $30.7 million compared to $26.1 million for the same period of 2010.

 

Scott Ginsburg, Chairman and CEO of DG, stated, “At the beginning of the quarter, DG was at a crossroads in bridging the gap between its TV and Online businesses and, by the end of the third quarter, we successfully transitioned the Company to become the largest pure-play provider of both TV and on-line advertising technology. DG provides agencies and marketers solutions for the creation, distribution, and monitoring of advertising campaigns across the two most important advertising mediums. With the convergence of TV and online advertising occurring at an accelerating pace, DG’s first-to-market products and widely adopted technology will become an increasingly important differentiator in the marketplace.”

 

The Company closed on the MediaMind and EyeWonder acquisitions on July 26, 2011 and September 1, 2011, respectively.  The results of MediaMind and EyeWonder have been included in the reported results from the respective acquisition dates to September 30, 2011.

 

1



 

The Company has reported its operating results in two operating segments for the third quarter of 2011: the Television Segment and the Online Segment.  The Company’s advertising distribution business, direct response services, long form syndication business, and business intelligence unit comprise the Company’s Television Segment. The Company’s MediaMind, EyeWonder and Unicast businesses form the Online Segment and will operate under the MediaMind brand going forward.

 

Third quarter highlights include:

 

·                  DG generated consolidated revenue in the quarter of $84.6 million, an increase of 52% over the same period a year ago.

 

·                  The TV Segment generated revenue of $60.6 million, an increase of 17% from the year earlier period.

 

·                  The Online Segment generated revenue of $24.0 million, an increase of 490% from the year earlier period, due primarily to DG’s acquisition of MediaMind and EyeWonder.

 

·                  HD advertising revenue increased 28% to $31.7 million from the year earlier period.

 

·                  DG’s third quarter GAAP net loss was $4.1 million, or $0.15 per diluted share, compared to GAAP net income of $9.9 million, or $0.34 per diluted share, in the year earlier period. DG’s third quarter operating income reflects the MediaMind and EyeWonder acquisitions and integration related expenses of $10.6 million or approximately $0.38 per share net of tax.

 

·                  DG’s third quarter non-GAAP net income was $19.1 million, or $0.69 per diluted share, compared to non-GAAP net income of $12.9 million, or $0.45 per diluted share in the year earlier period.

 

·                  As of September 30, 2011, DG reported $67.1 million of cash and cash equivalents.

 

·                  DG borrowed $490 million under its long term credit facility during the quarter to fund the MediaMind acquisition.

 

·                  DG has acted on approximately $12.1 million of the previously announced $27 million operating cost synergies.

 

“We continue to make good progress executing the integration of the acquisitions and reposition DG as global platform,” said Neil Nguyen, President and COO.  “Our Online Segment showed solid growth, increasing the number of platform customers and revenue from data-driven products, while we began to invest in the development of cross platform products to addresss the demand for on-line video advertising and Advance TV solutions.  In the TV Segment, we were pleased with the performance of our MIJO business unit in Canada and overall the ongoing adoption of HD by both advertisers and broadcasters.  Our HD penetration also grew significantly to 17%.”

 

2



 

Third Quarter 2011 Financial Results Webcast

 

The Company’s third quarter conference call will be broadcast live on the internet at 8:30 a.m. ET on November 9, 2011.  The webcast is open to the general public and all interested parties may access the live webcast on the internet at the Company’s Web site at www.dgit.com.  Please allow 15 minutes to register and download or install any necessary software.

 

Non-GAAP Reconciliation, Adjusted EBITDA, Non-GAAP Net Income Definitions

 

In addition to providing financial measurements based on generally accepted accounting principles in the United States of America (GAAP), the Company has historically provided additional financial measures that are not prepared in accordance with GAAP (non-GAAP). Legislative and regulatory changes discourage the use of and emphasis on non-GAAP financial measures and require companies to explain why non-GAAP financial measures are relevant to management and investors. We believe that the inclusion of these non-GAAP financial measures in this press release helps investors to gain a meaningful understanding of our past performance and future prospects, consistent with how management measures and forecasts our performance, especially when comparing such results to previous periods or forecasts. Our management uses these non-GAAP financial measures, in addition to GAAP financial measures, as the basis for measuring our core operating performance and comparing such performance to that of prior periods and to the performance of our competitors. These measures also are used by management in its financial and operational decision-making. There are limitations associated with reliance on these non-GAAP financial measures because they are specific to our operations and financial performance, which makes comparisons with other companies’ financial results more challenging. By providing both GAAP and non-GAAP financial measures, we believe that investors are able to compare our GAAP results to those of other companies while also gaining a better understanding of our operating performance as evaluated by management.

 

The Company defines “Adjusted EBITDA” as net income, before interest, taxes, depreciation and amortization, share-based compensation, acquisition and integration expenses, discontinued operations, restructuring / impairment charges and benefits, and gains and losses on derivative instruments. The Company considers Adjusted EBITDA to be an important indicator of the Company’s operational strength and performance and a good measure of the Company’s historical operating trends.

 

Adjusted EBITDA eliminates items that are either not part of the Company’s core operations, such as net interest expense, acquisition and integration expenses, and gains and losses from derivative instruments, or do not require a cash outlay, such as share-based compensation and impairment charges. Adjusted EBITDA also excludes depreciation and amortization expense, which is based on the Company’s estimate of the useful life of tangible and intangible assets. These estimates could vary from actual performance of the asset, are based on historical costs, and may not be indicative of current or future capital expenditures.

 

The Company defines “non-GAAP net income” as net income before amortization of intangible assets, impairment charges, acquisition and integration expenses, write-off of deferred loan fees and loss on interest rate swap terminations/foreign currency forward contracts, discontinued operations,  and share-based compensation expense.  All amounts excluded from “non GAAP net income” are reported net of the tax benefit these expenses provide.

 

The Company considers non-GAAP net income to be another important indicator of the overall performance of the Company because it eliminates the effects of events that are non-cash, or are not expected to recur as they are not part of our ongoing operations.

 

3



 

Adjusted EBITDA and non-GAAP net income should be considered in addition to, not as a substitute for, the Company’s operating income and net income, as well as other measures of financial performance reported in accordance with GAAP.

 

Reconciliation of Non-GAAP Financial Measures

 

In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, the Company is presenting the most directly comparable GAAP financial measures and reconciling the non-GAAP financial measures to the comparable GAAP measures.

 

Acquisitions / Discontinued Operations

 

The Company has completed several acquisitions that have impacted the comparability of the operating results presented.  The results of operations for each of the following entities have been included in the Company’s results since the acquisition date.

 

·                  Match Point Media on October 1, 2010

·                  MIJO Corporation (“MIJO”) on April 1, 2011.

·                  MediaMind Technologies, Inc. (“MediaMind”) on July 26, 2011.

·                  EyeWonder LLC, a Delaware LLC, and the equity interests of Chors GmbH, a German LLC (collectively, “EyeWonder”) on September 1, 2011.

 

Results related to the Company’s Springbox unit for the third quarter and prior periods have been reclassified to discontinued operations and have not been included for either period in 2010 or 2011.

 

About DG

 

DG connects over 9,000 global advertisers and agencies with their targeted audiences through an expansive network of over 6,000 television broadcast stations and over 8,200 web publishers in 64 countries. The Company’s TV Segment utilizes best-in-class network and content management technologies, creative and production resources, digital asset management and syndication services that enable advertisers and agencies to work faster, smarter and more competitively. The Company’s Online Segment, MediaMind, allows marketers to benefit from optimized management of online advertising campaigns while maximizing data driven advertising. For more information, visit www.DGit.com.

 

Forward-Looking Statements

 

This release contains forward-looking statements relating to the Company. These forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected.  Such risks and uncertainties include, among other things;

 

·                  our potential inability to further identify, develop and achieve commercial success for new products;

·                  the possibility of delays in product development;

·                  the development of competing distribution products;

·                  our ability to protect our proprietary technologies;

 

4



 

·                  risks associated with integrating the MediaMind and other acquisitions with our operations, personnel or technologies;

·                  operating in a variety of foreign jurisdictions;

·                  fluctuations in currency exchange rates;

·                  risks of new, changing, and competitive technologies;

 

and other risks relating to DG’s business which are set forth in the Company’s filings with the Securities and Exchange Commission.  DG assumes no obligation to publicly update or revise any forward-looking statements.

 

(Financial Tables Follow)

 

5



 

Digital Generation, Inc.

Unaudited Consolidated Statements of Operations

(In thousands, except per share amounts)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

84,594

 

$

55,626

 

$

215,956

 

$

166,147

 

Cost of revenues

 

28,292

 

16,948

 

72,741

 

50,658

 

Sales and marketing

 

9,619

 

3,291

 

15,844

 

9,868

 

Research and development

 

5,546

 

2,709

 

10,891

 

7,254

 

General and administrative

 

10,394

 

6,538

 

25,003

 

20,892

 

Operating expenses, excluding depreciation and amortization, share-based compensation and acquisition and integration expenses

 

53,851

 

29,486

 

124,479

 

88,672

 

Adjusted EBITDA

 

30,743

 

26,140

 

91,477

 

77,475

 

Depreciation and amortization

 

13,514

 

6,924

 

27,898

 

20,933

 

Share-based compensation

 

3,895

 

1,235

 

7,105

 

3,463

 

Acquisition and integration expenses

 

10,571

 

100

 

13,776

 

100

 

Operating income

 

2,763

 

17,881

 

42,698

 

52,979

 

Write-off of deferred loan fees

 

200

 

713

 

200

 

2,875

 

Loss on interest rate swap termination

 

 

 

 

2,135

 

Other interest expense, net

 

6,561

 

11

 

6,671

 

2,237

 

Interest expense and other, net

 

6,761

 

724

 

6,871

 

7,247

 

Income (loss) before income taxes from continuing operations

 

(3,998

)

17,157

 

35,827

 

45,732

 

Provision (benefit) for income taxes

 

(73

)

7,117

 

16,366

 

18,984

 

Income (loss) from continuing operations

 

(3,925

)

10,040

 

19,461

 

26,748

 

Income (loss) from discontinued operations, net of tax

 

(134

)

(140

)

(628

)

194

 

Net income (loss)

 

$

(4,059

)

$

9,900

 

$

18,833

 

$

26,942

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.14

)

$

0.35

 

$

0.70

 

$

0.99

 

Discontinued operations

 

(0.01

)

 

(0.02

)

 

Total

 

$

(0.15

)

$

0.35

 

$

0.68

 

$

0.99

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.14

)

$

0.35

 

$

0.70

 

$

0.97

 

Discontinued operations

 

(0.01

)

(0.01

)

(0.03

)

0.01

 

Total

 

$

(0.15

)

$

0.34

 

$

0.67

 

$

0.98

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

27,491

 

28,400

 

27,568

 

26,896

 

Diluted

 

27,491

 

28,666

 

27,861

 

27,274

 

 

6



 

Digital Generation, Inc.

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income and Adjusted EBITDA

(In thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(4,059

)

$

9,900

 

$

18,833

 

$

26,942

 

Amortization of intangibles

 

8,429

 

2,900

 

15,457

 

8,699

 

Share-based compensation

 

3,895

 

1,235

 

7,105

 

3,463

 

Acquisition and integration expenses

 

10,571

 

100

 

13,776

 

100

 

Write-off of deferred loan fees and loss on interest rate swap termination

 

200

 

713

 

200

 

5,010

 

Loss on foreign currency forward contracts

 

386

 

 

386

 

 

Income tax effect of above items

 

(429

)

(2,053

)

(16,867

)

(7,170

)

Discontinued operations, net of tax

 

134

 

140

 

628

 

(194

)

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income

 

19,127

 

12,935

 

39,518

 

36,850

 

 

 

 

 

 

 

 

 

 

 

Other interest expense, net

 

6,175

 

11

 

6,285

 

2,237

 

Add back income tax effect of items within Non- GAAP net income shown above

 

429

 

2,053

 

16,867

 

7,170

 

Provision (benefit) for income taxes

 

(73

)

7,117

 

16,366

 

18,984

 

Depreciation expense

 

5,085

 

4,024

 

12,441

 

12,234

 

Adjusted EBITDA

 

$

30,743

 

$

26,140

 

$

91,477

 

$

77,475

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.69

 

$

0.45

 

$

1.43

 

$

1.36

 

Diluted

 

$

0.69

 

$

0.45

 

$

1.41

 

$

1.34

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

27,491

 

28,400

 

27,568

 

26,896

 

Diluted

 

27,491

 

28,666

 

27,861

 

27,274

 

 

Reconciliation of Diluted GAAP Earnings (Loss) per Share to Diluted Non-GAAP Earnings per Share

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

GAAP earnings (loss) per share - diluted

 

$

(0.15

)

$

0.34

 

$

0.67

 

$

0.98

 

Amortization of intangibles

 

0.31

 

0.10

 

0.55

 

0.32

 

Share-based compensation

 

0.14

 

0.04

 

0.26

 

0.13

 

Acquisition and integration expenses

 

0.38

 

 

0.49

 

 

Write-off of deferred loan fees and loss on interest rate swap termination

 

0.01

 

0.03

 

0.01

 

0.18

 

Loss on foreign currency forward contracts

 

0.01

 

 

0.01

 

 

Income tax effect of above items

 

(0.02

)

(0.07

)

(0.60

)

(0.26

)

Discontinued operations

 

0.01

 

0.01

 

0.02

 

(0.01

)

Non-GAAP earnings per share - diluted

 

$

0.69

 

$

0.45

 

$

1.41

 

$

1.34

 

 

7



 

Digital Generation, Inc.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

Nine Months Ended
September 30,

 

 

 

2011

 

2010

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

18,833

 

$

26,942

 

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

 

 

 

 

 

Depreciation of property and equipment

 

12,635

 

12,416

 

Amortization of intangibles

 

15,807

 

9,080

 

Deferred income taxes

 

(7,354

)

11,898

 

Provision for accounts receivable losses

 

1,833

 

2,203

 

Share-based compensation

 

7,105

 

3,463

 

Other

 

553

 

(800

)

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

12,008

 

514

 

Other assets

 

(247

)

2,247

 

Accounts payable and other liabilities

 

(8,133

)

(2,652

)

Deferred revenue

 

497

 

(550

)

Net cash provided by operating activities

 

53,537

 

64,761

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(6,910

)

(7,054

)

Capitalized costs of developing software

 

(5,491

)

(3,585

)

Acquisition of MIJO, net of cash acquired

 

(43,832

)

 

Acquisition of MediaMind, net of cash acquired

 

(397,788

)

 

Acquisition of EyeWonder, net of cash acquired

 

(58,325

)

 

Other

 

(1,257

)

 

Net cash used in investing activities

 

(513,603

)

(10,639

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of common stock, net of costs

 

383

 

115,823

 

Purchases of treasury stock

 

(16,571

)

(4,423

)

Payment of tax withholding obligation in exchange for shares tendered

 

(1,129

)

(1,620

)

Proceeds from issuance of long-term debt

 

485,100

 

 

Payment of debt issuance costs

 

(12,019

)

 

Repayments of capital leases

 

(298

)

(3,618

)

Repayments of long-term debt

 

(1,225

)

(102,462

)

Net cash provided by financing activities

 

454,241

 

3,700

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(502

)

(15

)

Net increase (decrease) in cash and cash equivalents

 

(6,327

)

57,807

 

Cash and cash equivalents at beginning of year

 

73,409

 

33,870

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

67,082

 

$

91,677

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid for interest

 

$

5,445

 

$

4,919

 

Cash paid for income taxes

 

$

25,327

 

$

8,659

 

Capital lease obligations incurred

 

$

 

$

1,157

 

 

8



 

Digital Generation, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

 

 

(unaudited)

 

 

 

Cash

 

$

67,082

 

$

73,409

 

Accounts receivable, net

 

90,039

 

64,099

 

Property and equipment, net

 

53,125

 

39,380

 

Goodwill

 

494,019

 

226,257

 

Deferred income taxes

 

34,148

 

14,729

 

Intangibles, net

 

319,641

 

95,518

 

Other

 

42,350

 

3,953

 

Assets of discontinued operations

 

2,566

 

2,659

 

Total assets

 

$

1,102,970

 

$

520,004

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

52,220

 

$

17,685

 

Deferred revenue

 

2,441

 

1,450

 

Deferred income taxes

 

59,618

 

 

Debt

 

484,037

 

 

Other

 

4,128

 

3,957

 

Total liabilities

 

602,444

 

23,092

 

Total stockholders’ equity

 

500,526

 

496,912

 

Total liabilities and stockholders’ equity

 

$

1,102,970

 

$

520,004

 

 

9