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8-K - CURRENT REPORT - Meet Group, Inc.qpsa_8k-030112.htm
Exhibit 99.1
 

 

Quepasa Corporation Reports Record Fourth Quarter and
Full Year 2011 Results
 
NEW HOPE, PA – March 1, 2012 – Quepasa Corporation (NYSE Amex: QPSA), the public market leader for social discovery and owner of North-American platform myYearbook and Latin-American platform Quepasa, today reported its financial results for the fourth quarter and fiscal year ended December 31, 2011.
 
 
Record 2011 revenue of $11.9 million, up 96% year-over-year
 
o
Combined 2011 revenue of $36.8 million, a non-GAAP financial measure
 
Record 4Q revenue of $6.3 million, up 240% year-over-year
 
o
Combined 4Q revenue of $9.8 million, a non-GAAP financial measure
 
Completion of myYearbook merger creates the public-market leader in social discovery
 
Record visits, page views, and mobile traffic
 
“We are pleased to share the Quepasa – myYearbook consolidated financial results for the first time,” commented CEO John Abbott.  “The myYearbook merger was an important milestone for us as we became the largest publicly traded social discovery pure play. Quepasa is well positioned to capitalize on this leadership position to build the leading social network for meeting new people. In addition to the financial benefits of the merger, as reflected by our significant growth in revenue, we are looking forward to enhancing our growth trajectory in the upcoming quarters by offering the myYearbook web and mobile products to our Latin American user base.”
 
On November 10, 2011, Quepasa Corporation and Insider Guides, Inc., owner of social network myYearbook, merged. The fourth quarter and fiscal year GAAP financial results for Quepasa Corporation reflect contributions from myYearbook from the date of the merger.  See Use of Non-GAAP Financial Information below with respect to the presentation and use of non-GAAP information.
 
Fourth Quarter 2011 Financial Highlights
 
 
Revenue: Quepasa revenue for the fourth quarter, which included the benefit of just over seven weeks of contributions from myYearbook, was $6.3 million, up 240% from the $1.9 million recorded in the same period in 2010.
 
 
Net Loss: Quepasa net loss allocable to common shareholders for the fourth quarter was $5.5 million or $0.20 per share, an increase from a net loss allocable to common shareholders of $1.8 million or $0.13 per share in the same period in 2010. Quepasa’s adjusted EBITDA loss for the fourth quarter of 2011 was $1.0 million or $0.04 per share, a $0.6 million increase from the $0.4 million loss, or $0.03 per share, for the same period in 2010. (See the important discussion about the presentation of EBITDA and adjusted EBITDA loss, non-GAAP financial measures, and a reconciliation to the most directly comparable GAAP financial measure, below.) 
 
 
 

 
 
Full Year 2011 Financial Highlights
 
 
Revenue: Quepasa 2011 revenues totaled $11.9 million, up 96% from the $6.1 million reported for 2010. (See Important Disclosures below regarding revenue sources.)
 
 
Net Loss: Quepasa reported a net loss allocable to common shareholders of $12.8 million or $0.67 per share for fiscal 2011, up from $6.8 million or $0.52 per share reported in fiscal 2010. Quepasa’s adjusted EBITDA loss totaled $3.3 million or $0.18 per share, a decline from the $0.0 million or $0.00 per share adjusted EBITDA profit reported in fiscal year 2010. (See the important discussion about the presentation of EBITDA and adjusted EBITDA loss, non-GAAP financial measures, and a reconciliation to the most directly comparable GAAP financial measure, below.)
 
 
Balance Sheet: Quepasa cash and cash equivalents totaled $8.3 million at December 31, 2011, down from $13.5 million at December 31, 2010. The year-over-year decline is predominantly the result of proceeds used for the cash component of the myYearbook merger and cash investments in Quepasa Games, which were partially offset by the sale of preferred and common stock in connection with the closing of the merger.
 
Operating and Business Highlights
 
“The company has made good progress towards integration of myYearbook and Quepasa,” noted COO Geoff Cook. “The Los Angeles office was closed and the Mexico office was reduced by two dozen people.  Key people from both offices are in the process of moving to the company’s new headquarters in New Hope, Pennsylvania to help us execute our plan of combining all of our users onto a single platform.  We’ve also experienced dramatic 300% growth in mobile users in 2011, and we are excited to have announced last week the launch of a mobile virtual currency into our mobile products.”
 
 
As of December 31, 2011 registered users increased to 78.1 million, up from the 27.3 million reported at the end of the fourth quarter of 2010.
 
 
Monthly Active Users (MAU) on our web properties totaled 4.1 million on average per month in the fourth quarter of 2011, up from the 2.8 million MAU in the same period in 2010.  Web MAU were up sequentially from 1.6 million in the third quarter of 2011.  Quepasa Games, which launched in May 2011, added an additional 2.1 million MAU (6.2 million total for all properties) to the fourth quarter total.
 
 
Page views totaled 5.43 billion in the fourth quarter of 2011, up from the 521 million page views in the same period of 2010. Sequentially, page views were up in the fourth quarter of 2011 from the 0.58 billion in the third quarter of 2011.
 
 
Visits totaled 192.5 million in the fourth quarter of 2011, up from the 63.6 million visits in the same period of 2010. Visits were up sequentially as well, from the 30.2 million in the third quarter of 2011.
 
 
Quepasa completed its merger with myYearbook, creating the public market leader for social discovery.
 
 
During the fourth quarter, Quepasa enhanced its management team with the additions of Fred Beckley as General Counsel and Executive Vice President of Business Affairs, and Robin Shallow as Executive Vice President of Communications and Public Relations.
 
 
myYearbook surpassed 50% of its traffic accessing on mobile devices, and launched the tablet application myYearbook for iPad, which is now available in the iTunes App Store.
 
 
myYearbook launched credits on the web in December, and on mobile devices in February 2012.
 
 
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Summary Financial Information and Operational Metrics (1)

   
2010
   
2011
   
Change
 
4Q Financial Highlights (millions)
                 
  Revenue – Advertising
  $ 1.8     $ 5.1       175.2 %
  Revenue – Virtual Currency
  $ 0.0     $ 1.2       20584 %
  Revenue – Total
  $ 1.9     $ 6.3       240 %
  Net Loss Allocable To Common Shareholders
  $ (1.8 )   $ (5.5 )     205 %
  EBITDA (Loss)
  $ (0.4 )   $ (3.2 )     621.2 %
  Adjusted EBITDA (Loss)
  $ (0.4 )   $ (1.0 )     124.9 %
 
                       
Full Year Financial Highlights (millions)
                       
  Revenue – Advertising
  $ 6.0     $ 9.9       62.9 %
  Revenue – Virtual Currency
  $ 0.0     $ 2.0       34026 %
  Revenue – Total
  $ 6.1     $ 11.9       96 %
  Net Loss Allocable To Common Shareholders
  $ (6.8 )   $ (12.8 )     92 %
  EBITDA
  $ 0.0     $ (6.7 )     n/a  
  Adjusted EBITDA (Loss)
  $ 0.0     $ (3.3 )     n/a  
                         
Q4 Web and Mobile Metrics (millions)
    4Q 2010       4Q 2011    
Change
 
  Registered Users – New in Q4
    6.5       2.7       -58 %
  Registered Users – Cumulative
    27.3       78.1       187 %
  Monthly Active Users (MAU) – Average
    2.8       4.1       49 %
  Total Visits (2)
    63.6       192.5       202 %
  Total Page Views (2)
    520.9       5,431.6       943 %
                         
Quepasa Games Metrics (millions)
                       
  Wonderful City Installs – New
    n/a       1.3       n/a  
  Wonderful City Installs – Cumulative
    n/a       6.5       n/a  
  Wonderful City – MAU Average
    n/a       2.1       n/a  
                         
Reconciliation of Combined Revenue (mm)(3)
    4Q 2011    
Full Year 2011
         
  Quepasa Corporation - As Reported
  $ 6.3     $ 11.9          
  myYearbook – pre-merger
  $ 3.5     $ 24.9          
  Combined Revenue
  $ 9.8     $ 36.8          
 
 
(1)
Reflects contributions from myYearbook from the date of the merger and figures may not total due to rounding
 
 
(2)
Excludes iOS application and device metrics
 
 
(3)
See Use of Non-GAAP Financial Information below for important disclosure on combined revenue
 
Conference Call Details
 
The Company plans to host a conference call to discuss its fourth quarter and 2011 financial results on Thursday, March 1, 2012, at 4:30 p.m. ET. The conference call can be accessed by dialing toll-free 1-877-941-8416 (U.S.) or 1-480-629-9808 (International). A replay of the call will be available after 7:30 p.m. ET on the same day and until 11:59 p.m. ET April 1, 2012. Toll-free replay number: 1-877-870-5176, International replay number: 1-858-384-5517, Replay pin number: 4515549. A replay of the call will also be available at the Investors section of quepasacorp.com for one year.
 
 
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QUEPASA CORPORATION AND SUBSIDIARIES
 Consolidated Balance Sheets
 
   
December 31,
   
December 31,
 
   
2011
   
2010
 
Assets
           
Current Assets
           
Cash and cash equivalents
  $ 8,271,787     $ 13,546,572  
Accounts receivable, net of allowance of $270,210 and $16,000, at December 31, 2011 and 2010, respectively
    10,436,067       1,361,024  
Notes receivable - current portion, including $559 and $3,633 of accrued interest, at December 31, 2011 and 2010, respectively
    169,955       314,221  
Prepaid expenses and other current assets
    1,089,665       113,841  
Restricted cash
    275,000       275,000  
Total current assets
    20,242,474       15,610,658  
                 
Goodwill, net
    73,048,084       -  
Intangible assets, net
    8,568,170       -  
Property and equipment, net
    4,408,694       645,728  
Notes receivable - long-term portion
    -       156,079  
Other assets
    537,274       40,324  
Total assets
  $ 106,804,696     $ 16,452,789  
                 
Liabilities and Stockholders' Equity
               
Current Liabilities:
               
Accounts payable
  $ 2,054,851     $ 286,990  
Accrued expenses and other liabilities
    2,018,730       414,249  
Deferred revenue
    246,347          
Accrued dividends
    169,455       278,750  
Unearned grant income
    9,040       12,364  
Current portion of long-term debt
    2,405,191       -  
Total current liabilities
    6,903,614       992,353  
                 
Notes and loans payable, net of discount
    9,255,508       6,272,545  
Total liabilities
    16,159,122       7,264,898  
                 
Commitments and Contingencies
               
                 
Stockholders' Equity (Deficit):
               
Preferred stock, $.001 par value, authorized 5,000,000 shares:
               
Convertible preferred stock Series A, $.001 par value; authorized - 1,000,000 shares; 25,000 shares issued and outstanding at December 31, 2010,  Liquidation preference of $2,500,000
    -       25  
Convertible preferred stock Series A-1, $.001 par value; authorized - 5,000,000 shares; 1,000,000 shares issued and outstanding at December 31, 2011.  Liquidation preference 1,479,949 common shares
    1,000       -  
Common stock, $.001 par value; authorized - 100,000,000 shares; 36,145,084 and 15,287,280 shares issued and outstanding  at December 31, 2011 and 2010, respectively
    36,146       15,287  
Additional paid-in capital
    269,974,789       175,276,319  
Accumulated deficit
    (178,903,412 )     (166,096,889 )
Accumulated other comprehensive loss
    (462,949 )     (6,851 )
Total stockholders’ equity
    90,645,574       9,187,891  
Total liabilities and stockholders’ equity
  $ 106,804,696     $ 16,452,789  
 
 
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QUEPASA CORPORATION AND SUBSIDIARIES
 Consolidated Statements of Operations and Comprehensive Loss
 
   
For the Three Months Ended
   
For the Years Ended
 
   
December 31,
   
December 31,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Revenues
  $ 6,296,541     $ 1,854,295     $ 11,850,852     $ 6,054,141  
Operating Costs and Expenses:
                               
Sales and marketing
    1,008,500       289,775       1,885,998       891,980  
Product development and content
    4,126,512       1,966,284       9,525,068       4,774,694  
Games expenses
    584,253       -       1,553,450       -  
General and administrative
    3,047,048       1,177,034       6,599,020       6,123,083  
Depreciation and amortization
    603,030       64,626       1,097,867       319,779  
Acquisition and restructuring costs
    779,441       -       1,948,432       -  
Loss on impairment of goodwill
    1,409,127       -       1,409,127       -  
Total Operating Costs and Expenses
    11,557,911       3,497,719       24,018,962       12,109,536  
Loss from Operations
    (5,261,370 )     (1,643,424 )     (12,168,110 )     (6,055,395 )
Other Income (Expense):
                               
Interest income
    7,805       4,887       57,265       6,229  
Interest expense
    (204,199 )     (151,505 )     (657,184 )     (603,609 )
Other income (expense), net
    493       543       2,211       2,125  
Total Other Income (Expense)
    (195,901 )     (146,075 )     (597,708 )     (595,255 )
Loss Before Income Taxes
    (5,457,271 )     (1,789,499 )     (12,765,818 )     (6,650,650 )
Income taxes
    -       -       -       -  
Net  Loss
  $ (5,457,271 )   $ (1,789,499 )   $ (12,765,818 )   $ (6,650,650 )
Preferred stock dividends
    -       (27,875 )     (40,705 )     (111,500 )
Net Loss Allocable To Common Shareholders
  $ (5,457,271 )   $ (1,817,374 )   $ (12,806,523 )   $ (6,762,150 )
                                 
Net Loss Per Common Share Allocable To Common Shareholders, Basic and Diluted
  $ (0.20 )   $ (0.13 )   $ (0.67 )   $ (0.52 )
                                 
Weighted Average Number of Shares Oustanding, Basic and Diluted:
    27,770,127       13,609,609       19,092,121       13,117,845  
                                 
Net Loss
  $ (5,457,271 )   $ (1,789,499 )   $ (12,765,818 )   $ (6,650,650 )
Foreign currency translation adjustment
    (487,572 )     (1,207 )     (456,098 )     (796 )
Comprehensive Loss
  $ (5,944,843 )   $ (1,790,706 )   $ (13,221,916 )   $ (6,651,446 )
 
 
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QUEPASA CORPORATION AND SUBSIDIARIES
Reconciliation of GAAP Net (Loss) to EBITDA (Loss) and Adjusted EBITDA Income (Loss)
 
   
For the Three Months Ended
   
For the Three Months Ended
 
   
December 31,
 2011
   
Per Basic and Diluted Share
   
December 31, 2010
   
Per Basic and Diluted Share
 
                         
Net Loss Allocable to Common Shareholders
  $ (5,457,271 )   $ (0.20 )   $ (1,817,374 )   $ (0.13 )
Interest expense
    204,199       0.01       151,505       0.01  
Depreciation and amortization of property and equipment and intangible assets
    603,030       0.02       64,626       0.00  
Amortization of stock based compensation
    1,469,637       0.05       1,160,278       0.09  
EBITDA (loss)
  $ (3,180,405 )   $ (0.11 )   $ (440,965 )   $ (0.03 )
Loss on impairment of goodwill
    1,409,127     $ 0.05       -       -  
Acquisition and restructuring Costs
    779,441       0.03       -       -  
Adjusted EBITDA (loss)
  $ (991,837 )   $ (0.04 )   $ (440,965 )   $ (0.03 )
                                 
Weighted Average Number of Shares Outstanding, Basic and Dilutive
    27,770,127               13,609,609          
 
   
For the Year Ended
   
For the Year Ended
 
   
December 31,
 2011
   
Per Basic and Diluted Share
   
December 31, 2010
   
Per Basic and Diluted Share
   
Per Diluted Share
 
                               
Net Loss Allocable to Common Shareholders
  $ (12,806,523 )   $ (0.67 )   $ (6,762,150 )   $ (0.52 )   $ (0.33 )
Interest expense
    657,184       0.03       603,609       0.05     $ 0.03  
Depreciation and amortization of property and equipment and intangible assets
    1,097,867       0.06       319,779       0.02     $ 0.00  
Amortization of stock based compensation
    4,348,139       0.23       5,864,969       0.45     $ 0.30  
EBITDA (loss)
  $ (6,703,333 )   $ (0.35 )   $ 26,207     $ 0.00     $ 0.00  
Loss on impairment of goodwill
    1,409,127     $ 0.07       -       -       -  
Acquisition and restructuring Costs
    1,948,432       0.10       -       -       -  
Adjusted EBITDA (loss)
  $ (3,345,774 )   $ (0.18 )   $ 26,207     $ 0.00     $ 0.00  
                                         
Weighted Average Number of Shares Outstanding, Basic
    19,092,121               13,117,845                  
                                         
Weighted Average Number of Shares Outstanding, Diluted
              19,559,264                  
 
 
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About Quepasa Corporation
 
Quepasa Corporation (QPSA: NYSE Amex) is the public market leader for social discovery and owner of Latin-American platform Quepasa and North-American platform myYearbook. The company makes meeting new people fun through social games and apps, monetized through both advertising and virtual currency. In addition to Quepasa and myYearbook, the Company operates Quepasa Games, a cross-platform social game development studio. Quepasa has strong reach throughout the world, with a concentration across North and South America. Quepasa is headquartered in New Hope, Pennsylvania. For more information about the Company, go to www.quepasacorp.com, or join for free at www.Quepasa.com, myYearbook.com, or via the myYearbook app on iPhone, iPad, and Android.
 
Cautionary Note Concerning Forward-Looking Statements
 
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including statements regarding being well positioned to capitalize on our leadership position, enhancing our growth trajectory in the upcoming quarters by offering web and mobile products to our Latin American users, and moving our users to a single platform. All statements other than statements of historical facts contained in this press release, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include the risk that Latin American users not willing to visit our site on a mobile platform, myYearbook and Quepasa users will be willing to purchase virtual currency for the various offerings, the effectiveness of the mobile software on smartphones and tablets, the risk that we are unable to monetize our mobile users, the risk that we will lose a substantial number of users after moving our users to a single rebranded platform and the risk that the Quepasa and myYearbook businesses will not be integrated successfully. Further information on our risk factors is contained in our filings with the SEC, including the Form S-4/A filed on October 4, 2011. Any forward-looking statement made by us in this press release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
 
Important Disclosures
 
 
Approximately 36% and 0% of Quepasa’s revenues for the year ended and the three months ended December 31, 2011, respectively, came from one company of which a director of Quepasa is an officer or director.
 
 
7

 
 
Use of Non-GAAP Financial Information
 
On November 10, 2011, Quepasa Corporation and Insider Guides, Inc., owner of social network myYearbook, merged.  The fourth quarter and fiscal year results for Quepasa Corporation are provided, as well as certain combined operating results for Quepasa and myYearbook.  The combined revenue results give effect to the merger as if it had been completed on January 1, 2010.  The combined  revenue data is for informational purposes only and does not purport to present what our results would actually have been had the merger actually occurred on the dates presented or to project our results for any future period. The Company believes that evaluation of its financial performance can be enhanced by a presentation of combined results in order to evaluate its prior, current or future period results on a more meaningful, consistent year-over-year basis. 

The Company uses financial measures which are not calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”) in evaluating its financial and operational decision making and as a means to evaluate period-to period comparison. The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons.  The Company presents these non-GAAP financial measures because it believes them to be an important supplemental measure of performance that is commonly used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

The Company defines EBITDA as earnings (or loss) before interest expense, income taxes, depreciation and amortization, and amortization of non-cash stock-based compensation. Quepasa excludes stock-based compensation because it is non-cash in nature.  The Company defines adjusted EBITDA as EBITDA excluding non-recurring acquisition and restructuring expenses and the goodwill impairment charge. Other companies (including the Company’s competitors) may define EBITDA and adjusted EBITDA differently.

EBITDA and adjusted EBITDA are non-GAAP financial measures and should not be considered as alternatives to net income, operating income, cash flow from operating activities, as a measure of Quepasa’s liquidity or any other financial measures.  It may not be indicative of the historical operating results of Quepasa nor is it intended to be predictive of potential future results.  Investors should not consider EBITDA and/or adjusted EBITDA in isolation or as substitutes for performance measures calculated in accordance with GAAP. See Reconciliation of GAAP Net (Loss) to EBITDA (Loss) and Adjusted EBITDA Income (Loss) for further information on these non-GAAP measures and reconciliation of GAAP Income (Loss) to EBITDA (Loss) and Adjusted EBITDA Income (Loss) for the periods indicated.

Contact:
Robin Shallow
EVP Communications & Public Relations
Quepasa Corporation
(215) 862-1162 x230
robin@myyearbook.com

Media Inquiries:
Tammy Chan
Atomic PR
(212) 699-3646
tammy@atomicpr.com

Investor Contact:
E. Brian Harvey
Vice President of Capital Markets and Investor Relations
Quepasa Corporation
(310) 801-1719
brian.harvey@quepasacorp.com
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