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Press release from Business Wire

ValueClick Announces Fourth Quarter 2012 Results

<p class='bwalignc'> <i>Revenue Meets, Profitability Exceeds High-End of Guidance Ranges</i> </p>

Wednesday, February 13, 2013

ValueClick Announces Fourth Quarter 2012 Results16:05 EST Wednesday, February 13, 2013 WESTLAKE VILLAGE, Calif. (Business Wire) -- ValueClick, Inc. (NASDAQ: VCLK) today reported financial results for the fourth quarter ended December 31, 2012. Revenue met the high-end of its guidance range, while Adjusted-EBITDA1 and non-GAAP diluted net income2 per common share exceeded the high-end of their respective guidance ranges. "We are seeing the early results of our initiatives to elevate our conversations with advertisers to become a more strategic and persistent marketing partner, while also executing on our goals of strong organic growth and profitability," said John Giuliani, chief executive officer of ValueClick. "We expect 2013 to be a watershed year for ValueClick, and we look forward to articulating our vision and strategic initiatives in greater detail at our March 14th analyst and investor day." Highlights from the fourth quarter of 2012 include: Revenue of $199.6 million, up 14 percent from the fourth quarter of 2011 (Q4 2011); Adjusted-EBITDA of $77.1 million, up 26 percent from Q4 2011; Adjusted-EBITDA margin of 38.6 percent versus 34.8 percent in Q4 2011; Income from operations of $63.0 million, up 43 percent from Q4 2011; Non-GAAP diluted net income of $0.56 per common share versus $0.46 in Q4 2011; GAAP net income from continuing operations of $0.47 per diluted share versus $0.34 in Q4 2011; and Free cash flow (defined as cash from operations less capital expenditures) for the twelve-month period ended December 31, 2012 of $139 million, up 34 percent from the prior year. The consolidated balance sheet as of December 31, 2012 included approximately $136.6 million in cash and cash equivalents, and $142.5 million in total debt. _____________________________ 1 Adjusted-EBITDA is defined as GAAP (Generally Accepted Accounting Principles) net income from continuing operations before interest, income taxes, depreciation, amortization, stock-based compensation, and acquisition-related costs. Please see the attached schedule for a reconciliation of GAAP net income from continuing operations to Adjusted-EBITDA, and a discussion of why the Company believes Adjusted-EBITDA is a useful financial measure to investors and how Company management uses this financial measure. 2 Non-GAAP net income is defined as GAAP net income from continuing operations before the impact of stock-based compensation and amortization of intangible assets. Please see the attached schedule for a reconciliation of GAAP net income from continuing operations to non-GAAP diluted net income per common share. Share Repurchase Program Update During the quarter, the Company repurchased approximately 113,000 shares of its common stock for a total cost of $2.0 million. For the twelve-month period ended December 31, 2012, ValueClick repurchased 6.6 million shares of its common stock for a total cost of $110.8 million. As of today, ValueClick's share repurchase program authorization is $89.3 million. Business Outlook Today, ValueClick is announcing guidance for the first quarter of 2013:       Revenue $165-$168 million Adjusted-EBITDA $53-$55 million Non-GAAP diluted net income per common share $0.39-$0.41 Impact of stock-based compensation and amortization of intangibles, net of tax $(0.09)-$(0.10) GAAP diluted net income per common share $0.30-$0.31   The consolidated revenue guidance range is based on the following segment-level assumptions for revenue growth rates, expressed as a percentage increase from first quarter 2012 reported revenue levels:         ■ Affiliate Marketing:   up mid to high single-digits ■ Media: up high teens ■ Owned & Operated: up high single-digits   First quarter 2013 guidance assumes stock-based compensation of $5.0 million, amortization of intangible assets of $6.5 million (including $2.5 million recorded in Cost of revenue), net interest and other income of zero, a 40 percent effective tax rate, and 77 million diluted shares outstanding. Conference Call Today at 4:30 p.m. ET John Giuliani, chief executive officer, and John Pitstick, chief financial officer, will present an overview of the results and other factors affecting ValueClick's financial performance for the fourth quarter during a conference call and Webcast at 4:30 p.m. ET today. The live conference call can be accessed by dialing (888) 219-1420 or (913) 312-0420. Please dial in approximately ten minutes prior to the start time and provide the operator with pass code 9841608. A replay of the conference call will be available from Wednesday, February 13 at 7:30 p.m. ET through Wednesday, February 20 at 7:30 p.m. ET at (888) 203-1112 and (719) 457-0820 (pass code: 9841608). The live and archived Webcast of the conference call will be available at http://ir.valueclick.com. Analyst and Investor Day: March 14 The Company recently announced that senior management will host an analyst and investor day on Thursday, March 14, at the Four Seasons Hotel in Westlake Village, California. The event is expected to begin at 7:30 a.m. PT and conclude at approximately 2:00 p.m. PT. Financial analysts and investors can register for this event by email at analystday@valueclick.com or by phone at (818) 575-4952. Registration is required for admittance. About ValueClick ValueClick, Inc. (NASDAQ: VCLK) is one of the world's largest digital marketing companies. Through a unique combination of data, technology and services, ValueClick increases brand awareness and drives customer acquisition at scale for the world's largest advertisers, and maximizes advertising revenue for tens of thousands of online and mobile publishers. The Company is based in Westlake Village, California, and has offices in major advertising markets worldwide. For more information, please visit www.valueclick.com. This release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, the risk that market demand for on-line advertising in general, and performance based on-line advertising in particular, will not grow as rapidly as predicted, and the risk that legislation and governmental regulation could negatively impact the Company's performance. Actual results may differ materially from the results predicted, and reported results should not be considered an indication of future performance. Important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are detailed under “Risk Factors” and elsewhere in filings with the Securities and Exchange Commission made from time to time by ValueClick, including, but not limited to: its annual report on Form 10-K filed on February 29, 2012; recent quarterly reports on Form 10-Q; and other current reports on Form 8-K.The Business Outlook contained in this release is based on current expectations. These statements are forward-looking, and actual results may differ materially. These statements do not include the potential impact of any mergers, acquisitions or other business combinations that may be completed after the date of this release. Actual stock-based compensation may differ from these estimates based on the timing and amount of stock awards granted, the assumptions used in stock award valuation and other factors. Actual income tax expense may differ from these estimates based on tax planning, changes in tax accounting rules and laws, and other factors.ValueClick undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.VALUECLICK, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands)   December 31,December 31,20122011(Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 136,638 $ 116,676 Accounts receivable, net 147,487 129,076 Other current assets 27,136   25,181 Total current assets 311,261 270,933   Note receivable, less current portion 27,615 29,700 Property and equipment, net 29,014 19,952 Goodwill 434,507 437,033 Intangible assets, net 81,822 114,007 Other assets 15,477   9,086 TOTAL ASSETS $ 899,696   $ 880,711   LIABILITIES AND STOCKHOLDERS' EQUITY Borrowings under credit facility, current $ 10,000 $ 10,000 Other current liabilities 132,401 124,046 Borrowings under credit facility, less current portion 132,500 157,500 Other non-current liabilities 34,090   25,772 Total liabilities 308,991 317,318 Total stockholders' equity 590,705   563,393 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 899,696   $ 880,711   VALUECLICK, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data)   Three-month PeriodEnded December 31,2012   2011(Unaudited) Revenue $ 199,577 $ 175,437 Cost of revenue (Note 1) 71,054   69,357 Gross profit 128,523 106,080 Operating expenses: Sales and marketing (Note 2) 22,806 22,002 General and administrative (Note 2) 21,782 18,171 Technology (Note 2) 16,900 15,551 Amortization of intangible assets acquired in business combinations 3,993   6,327 Total operating expenses 65,481   62,051 Income from operations 63,042 44,029 Interest and other (expense) income, net (768 ) 1,434 Income before income taxes 62,274 45,463 Income tax expense 26,146   17,441 Net income from continuing operations 36,128 28,022 Income from discontinued operations, net of tax 151   1,355 Net income $ 36,279   $ 29,377   Basic net income from continuing operations per common share $ 0.48   $ 0.34 Diluted net income from continuing operations per common share $ 0.47   $ 0.34 Basic net income per common share $ 0.48   $ 0.36 Diluted net income per common share $ 0.47   $ 0.35 Weighted-average shares used to compute basic net income per common share 75,225   81,505 Weighted-average shares used to compute diluted net income per common share 76,687   82,963     Note 1 - Includes amortization of intangible assets acquiredin business combinations of $2.5 million for the three-monthperiods ended December 31, 2012 and 2011.   Note 2 - Includes stock-based compensation as follows: Three-month PeriodEnded December 31,20122011(Unaudited) Sales and marketing $ 1,039 $ 1,675 General and administrative 2,342 2,663 Technology 996   1,438 Total stock-based compensation $ 4,377   $ 5,776   VALUECLICK, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data)   Year Ended December 31,2012   2011(Unaudited) Revenue $ 660,878 $ 528,753 Cost of revenue (1) 249,259   221,403 Gross profit 411,619 307,350 Operating expenses: Sales and marketing (Note 2) 85,470 64,976 General and administrative (Note 2) 81,050 58,517 Technology (Note 2) 66,324 49,060 Amortization of intangible assets acquired in business combinations 22,420   16,646 Total operating expenses 255,264   189,199 Income from operations 156,355 118,151 Interest and other income, net 1,151   4,666 Income before income taxes 157,506 122,817 Income tax expense 61,575   28,627 Net income from continuing operations 95,931 94,190 Income from discontinued operations, net of tax 4,805 6,940 Gain on sale, net of tax 980   — Net income $ 101,716   $ 101,130   Basic net income from continuing operations per common share $ 1.24   $ 1.17 Diluted net income from continuing operations per common share $ 1.22   $ 1.16 Basic net income per common share $ 1.32   $ 1.26 Diluted net income per common share $ 1.29   $ 1.24 Weighted-average shares used to compute basic net income per common share 77,342   80,323 Weighted-average shares used to compute diluted net income per common share 78,898   81,489     Note 1 - Includes amortization of intangible assets acquiredin business combinations of $10.0 million and $9.6 millionfor the years ended December 31, 2012 and 2011, respectively.   Note 2 - Includes stock-based compensation as follows: Year Ended December 31,20122011(Unaudited) Sales and marketing $ 4,918 $ 3,320 General and administrative 11,492 7,829 Technology 5,357   2,873 Total stock-based compensation $ 21,767   $ 14,022   VALUECLICK, INC.RECONCILIATION OF NET INCOME FROM CONTINUING OPERATIONSTO ADJUSTED-EBITDA (Note 1)(In thousands)   Three-month PeriodEnded December 31,2012   2011(Unaudited) Net income from continuing operations $ 36,128 $ 28,022 Interest and other expense (income), net 768 (1,434 ) Provision for income tax 26,146 17,441 Amortization of acquired intangible assets included in cost of revenue 2,491 2,498 Amortization of acquired intangible assets included in operating expenses 3,993 6,327 Depreciation and leasehold amortization 3,232 2,455 Stock-based compensation 4,377   5,776   Adjusted-EBITDA $ 77,135   $ 61,085       Year Ended December 31,20122011(Unaudited) Net income from continuing operations $ 95,931 $ 94,190 Interest and other income, net (1,151 ) (4,666 ) Provision for income tax 61,575 28,627 Amortization of acquired intangible assets included in cost of revenue 9,995 9,633 Amortization of acquired intangible assets included in operating expenses 22,420 16,646 Depreciation and leasehold amortization 11,723 7,914 Stock-based compensation 21,767 14,022 Acquisition-related costs —   412   Adjusted-EBITDA $ 222,260   $ 166,778     Note 1 - “Adjusted-EBITDA” (GAAP net income from continuing operations before interest, income taxes, depreciation, amortization, stock-based compensation, and acquisition-related costs) included in this press release is a non-GAAP financial measure. Adjusted-EBITDA, as defined above, may not be similar to Adjusted-EBITDA measures used by other companies and is not a measurement under GAAP. Management believes that Adjusted-EBITDA provides useful information to investors about the Company's performance because it eliminates the effects of period-to-period changes in income from interest on the Company's cash and cash equivalents, note receivable and borrowings, and the costs associated with income tax expense, capital investments, and stock-based compensation which are not directly attributable to the underlying performance of the Company's business operations. Management uses Adjusted-EBITDA in evaluating the overall performance of the Company's business operations. Though management finds Adjusted-EBITDA useful for evaluating aspects of the Company's business, its reliance on this measure is limited because excluded items often have a material effect on the Company's earnings and earnings per common share calculated in accordance with GAAP. Therefore, management uses Adjusted-EBITDA in conjunction with GAAP earnings and earnings per common share measures. The Company believes that Adjusted-EBITDA provides investors with an additional tool for evaluating the Company's core performance, which management uses in its own evaluation of overall performance, and a baseline for assessing the future earnings potential of the Company. While the GAAP results are more complete, the Company prefers to allow investors to have this supplemental metric since, with a reconciliation to GAAP, it may provide greater insight into the Company's financial results. VALUECLICK, INC.RECONCILIATION OF GAAP NET INCOME FROM CONTINUING OPERATIONS TONON-GAAP DILUTED NET INCOME PER COMMON SHARE (Note 1)(In thousands)   Three-month PeriodEnded December 31,2012   2011(Unaudited) Net income from continuing operations $ 36,128 $ 28,022 Stock-based compensation 4,377 5,776 Amortization of acquired intangible assets included in cost of revenue 2,491 2,498 Amortization of acquired intangible assets included in operating expenses 3,993 6,327 Tax impact of above items (4,175 ) (4,693 ) Non-GAAP net income $ 42,814   $ 37,930   Non-GAAP diluted net income per common share $ 0.56   $ 0.46   Weighted-average shares used to compute non-GAAP diluted net income per common share 76,687   82,963     Year Ended December 31,20122011(Unaudited) Net income from continuing operations $ 95,931 $ 94,190 Stock-based compensation 21,767 14,022 Amortization of acquired intangible assets included in cost of revenue 9,995 9,633 Amortization of acquired intangible assets included in operating expenses 22,420 16,646 Tax impact of above items (19,636 ) (14,377 ) Non-GAAP net income $ 130,477   $ 120,114   Non-GAAP diluted net income per common share $ 1.65   $ 1.47   Weighted-average shares used to compute non-GAAP diluted net income per common share 78,898   81,489     Note 1 - “Non-GAAP diluted net income per common share” (GAAP diluted net income from continuing operations per common share before the impact of stock-based compensation and amortization of intangibles) included in this press release is a non-GAAP financial measure. Non-GAAP diluted net income per common share, as defined above, may not be similar to non-GAAP diluted net income per common share measures used by other companies and is not a measurement under GAAP. Management believes that non-GAAP diluted net income per common share provides useful information to investors about the Company's performance because it eliminates the effects of items which are not directly attributable to the underlying performance of the Company's business operations. Management uses non-GAAP diluted net income per common share in evaluating the overall performance of the Company's business operations. Though management finds non-GAAP diluted net income per common share useful for evaluating aspects of the Company's business, its reliance on this measure is limited because excluded items often have a material effect on the Company's earnings and earnings per common share calculated in accordance with GAAP. Therefore, management uses non-GAAP diluted net income per common share in conjunction with GAAP earnings and earnings per common share measures. The Company believes that non-GAAP diluted net income per common share provides investors with an additional tool for evaluating the Company's core performance, which management uses in its own evaluation of overall performance, and a baseline for assessing the future earnings potential of the Company. While the GAAP results are more complete, the Company prefers to allow investors to have this supplemental metric since, with a reconciliation to GAAP, it may provide greater insight into the Company's financial results. VALUECLICK, INC.SEGMENT OPERATING RESULTS(In thousands)     Three-month PeriodYear EndedEnded December 31,December 31,2012   20112012   2011(Unaudited)(Unaudited)Affiliate Marketing: Revenue $ 43,944 $ 39,794 $ 149,527 $ 139,409 Cost of revenue 4,656   4,227   17,546   17,125   Gross profit 39,288 35,567 131,981 122,284 Operating expenses 10,913   9,407   40,631   37,711   Segment income from operations $ 28,375   $ 26,160   $ 91,350   $ 84,573   Media: Revenue $ 122,694 $ 102,029 $ 390,635 $ 261,324 Cost of revenue 45,971   42,229   152,197   113,763   Gross profit 76,723 59,800 238,438 147,561 Operating expenses 31,690   27,839   118,233   72,984   Segment income from operations $ 45,033   $ 31,961   $ 120,205   $ 74,577   Owned & Operated Websites: Revenue $ 33,009 $ 33,703 $ 121,058 $ 128,419 Cost of revenue 17,967   20,438   69,678   81,118   Gross profit 15,042 13,265 51,380 47,301 Operating expenses 6,265   5,170   23,337   21,468   Segment income from operations $ 8,777   $ 8,095   $ 28,043   $ 25,833   Reconciliation of segment income from operations to consolidated income from operations: Total segment income from operations $ 82,185 $ 66,216 $ 239,598 $ 184,983 Corporate expenses (8,282 ) (7,586 ) (29,061 ) (26,531 ) Stock-based compensation (4,377 ) (5,776 ) (21,767 ) (14,022 ) Amortization of acquired intangible assets included in consolidated cost of revenue (2,491 ) (2,498 ) (9,995 ) (9,633 ) Amortization of acquired intangible assets included in consolidated operating expense (3,993 ) (6,327 ) (22,420 ) (16,646 ) Consolidated income from operations $ 63,042   $ 44,029   $ 156,355   $ 118,151   Reconciliation of segment revenue to consolidated revenue: Affiliate Marketing $ 43,944 $ 39,794 $ 149,527 $ 139,409 Media 122,694 102,029 390,635 261,324 Owned & Operated Websites 33,009 33,703 121,058 128,419 Inter-segment eliminations (70 ) (89 ) (342 ) (399 ) Consolidated revenue $ 199,577   $ 175,437   $ 660,878   $ 528,753     ValueClick, Inc.Gary J. Fuges, CFA1.818.575.4677