Conversant, Inc. (NASDAQ: CNVR) today reported financial results for the second quarter ended June 30, 2014.

“I am encouraged by our recent progress on integration initiatives and key investments in the areas of product, sales and technology that strengthen our foundation to drive stronger growth and will maximize our longer-term value for clients, employees and shareholders," said John Giuliani, president and CEO of Conversant.

"We generated very strong cash flows in Q2 that we returned to shareholders by repurchasing approximately four percent of our common shares outstanding during the quarter," Giuliani added. "Today's announcement of a $150 million increase in our stock repurchase program underscores our confidence in our strategy and Conversant's future as a leader in personalized digital marketing."

 
Q2 Results Summary
In millions, except percentages and per share amounts   Q2 2014   Q2 2013   % Change  
Revenue   $ 137.4   $ 128.1   7 %
Adjusted EBITDA(1) $ 41.8 $ 46.8 (11 )%
GAAP Net Income from Continuing Operations $ 17.0 $ 6.0 182 %
Non-GAAP Net Income(1) $ 23.7 $ 12.3 93 %
GAAP Net Income from Continuing Operations Per Diluted Common Share $ 0.25 $ 0.08 213 %
Non-GAAP Net Income Per Diluted Common Share(1)   $ 0.35   $

0.16

   119 %
 
(1) Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Common Share are Non-GAAP measures and are described below and reconciled to their most comparable GAAP measures.
 

Q2 2014 Financial Summary

  • Revenue was $137.4 million, an increase of 7% year-over-year.
  • Adjusted EBITDA was $41.8 million, a decrease of 11% year-over-year. The decrease reflects significant investments in people, products and technology to support future growth.
  • Non-GAAP net income per diluted common share was $0.35 and GAAP net income from continuing operations per diluted share was $0.25, up from $0.16 and $0.08, respectively, in the second quarter of 2013. Non-GAAP and GAAP net income per diluted share measures in Q2 2013 were negatively impacted by a non-cash impairment charge equivalent to approximately $0.18.

Recent Business Highlights

  • Conversant has strategically expanded its real-time bidding technology platform to include ad inventory from Conversant's thousands of direct publisher relationships in the Media segment, enabling its CRM client campaigns to access this high-quality source of display and mobile publisher inventory via real-time bidding.
  • The Company recently added significant new analytics capabilities to further leverage Conversant data sources companywide in creating custom audiences to maximize ad campaign performance.
  • The Company has integrated SET Media's video content consumption data, which greatly enhances Conversant's anonymous consumer profiles for audience targeting based on consumer interests.
  • Total bid requests (real-time bidding opportunities for individual advertising impressions) exceeded one trillion in June 2014, demonstrating Conversant's vast scale and media reach.
  • Internet Retailer named Conversant's CJ Affiliate the top affiliate marketing vendor in its "Top Tech 2014" book. Internet Retailer data indicated that 57 percent of the Internet Retailer 500 advertisers on an affiliate network choose CJ Affiliate.
  • The Company has increased its headcount by approximately 9% since December 31, 2013 to accelerate its growth initiatives.

Cash Flows

  • Free cash flow for the six months ended June 30, 2014 was $88.7 million, an increase of 21% year-over-year. (The Company defines free cash flow as net cash provided by operating activities less capital expenditures.)
  • Free cash flow for the trailing 12 month period ended June 30, 2014 was $180.1 million.

Stock Repurchases

  • Conversant repurchased 2,556,000 common shares at an average cost of $24.39 during the second quarter ended June 30, 2014. For the trailing 12 month period through June 30, 2014, Conversant has repurchased 11,314,000 common shares.
  • The Company recently surpassed the milestone of more than $1 billion in total stock repurchases. Since the program's inception in 2001 and through June 30, 2014, Conversant has repurchased 84.3 million common shares at an average cost of approximately $12.00, a greater than 50% discount to Conversant's closing stock price on August 5, 2014.
  • In July 2014, the Company repurchased an additional 778,000 common shares and utilized its remaining stock repurchase authorization. Shortly thereafter, Conversant's Board of Directors approved a $150 million increase in the stock repurchase program.

Balance Sheet

  • Cash and cash equivalents were $83.6 million and total debt was $65.0 million as of June 30, 2014. Strong cash flow enabled Conversant to remain in a positive net cash position despite investing $62.4 million to repurchase shares during the second quarter.
 
Conversant Segment Financial Summary
In millions, except percentages   Q2 2014   Q2 2013   % Change
 
Affiliate Marketing Revenue $ 40.6 $ 36.6 11 %
Media Revenue   96.7     91.5     6 %
Consolidated Revenue $ 137.4 $ 128.1 7 %
 
Affiliate Marketing Income from Operations $ 24.8 $ 22.6 10 %
Media Income from Operations   22.1     28.0     (21 )%
Total Segment Income from Operations $ 46.8 $ 50.6 (7 )%
 

Q2 2014 Segment Results Summary

  • Affiliate marketing segment revenue was $40.6 million, an increase of 11% year-over-year.
  • Media segment revenue was $96.7 million, an increase of 6% year-over-year.
  • The decrease in Media segment income from operations primarily reflects increased headcount, higher marketing expenses, and an approximately $2 million operating loss contribution from SET Media, the digital video technology company acquired in February 2014.

Q3 2014 Business Outlook

Conversant's financial guidance for the third quarter of 2014 is presented in the following tables.

     
Consolidated Financial Outlook   Q3 2014 Guidance
Revenue   $142 - $148 million
Adjusted EBITDA $44 - $47 million
Mid-Point Adjusted EBITDA Margin 31.4%
Non-GAAP Net Income per Diluted Common Share $0.37 - $0.39
Impact of stock-based compensation and amortization of intangibles, net of tax $(0.10)
GAAP Net Income from Continuing Operations per Diluted Common Share   $0.27 - $0.29
 
Segment Revenue Assumptions   Q3 2014 Guidance
Affiliate Marketing Segment Revenue $40 - $41 million
Media Segment Revenue   $102 - $107 million
 

Additional Guidance Assumptions

Conversant's third quarter 2014 guidance assumes: stock-based compensation of $5.8 million; amortization of intangible assets of $6.1 million ($2.5 million of which will be included in cost of revenue); net interest and other expense of $0.5 million; a 40% effective tax rate; and 66.0 million diluted shares outstanding.

Use of Non-GAAP Financial Measures

To provide investors with additional information regarding Conversant’s financial results, Conversant has disclosed in the tables below and elsewhere in this press release Adjusted EBITDA and Non-GAAP Net Income Per Diluted Common Share. Each of these Non-GAAP measures is defined within the following section of this press release and reconciled to their most comparable GAAP financial measure. Investors should not consider these Non-GAAP measures in isolation or as a substitute for GAAP financial measures. Conversant’s definition of Adjusted EBITDA and Non-GAAP Net Income Per Diluted Common Share may not necessarily be directly comparable to similarly titled Non-GAAP measures employed by other companies.

Q2 2014 Conference Call and Webcast Today at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time)

Conversant management will host a conference call at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) today to discuss its financial and operating results for the second quarter of 2014. A live webcast of the conference call, along with a financial highlights presentation containing supplemental information, will be available on Conversant’s investor relations website at http://ir.conversantmedia.com. A replay of the webcast will be available through the same link beginning approximately two hours after the completion of the live call.

To access the live conference call by telephone, interested parties should dial 888-256-9154 (for domestic participants) or 913-312-0850 (for international participants) at least 10 minutes prior to the start time and use conference ID 2825301. A telephonic replay of the conference call will be available from 7:30 p.m. Eastern Time on August 6, 2014 until 7:30 p.m. Eastern Time on August 13, 2014. To access the replay, interested parties should dial 888-203-1112 (for domestic participants) and 719-457-0820 (for international participants) and the conference ID 2825301.

About Conversant

Conversant, Inc. (NASDAQ: CNVR) is the leader in personalized digital marketing. Conversant helps the world’s biggest companies grow by creating personalized experiences that deliver higher returns for brands and greater satisfaction for people. We offer a fully integrated personalization platform, personalized media programs and the world's largest affiliate marketing network - all fueled by a deep understanding of what motivates people to engage, connect and buy. For more information, please visit www.conversantmedia.com.

Cautionary Information Regarding Forward-Looking Statements

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 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 Conversant, including, but not limited to: its annual report on Form 10-K filed on March 3, 2014; 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.

Conversant 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.

   
CONVERSANT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
Three Months Six Months
Ended June 30, Ended June 30,
2014   2013 2014   2013
(Unaudited) (Unaudited)
Revenue $ 137,380 $ 128,094 $ 283,293 $ 262,577
Cost of revenue 47,335   41,883   94,555   84,213  
Gross profit 90,045 86,211 188,738 178,364
Operating expenses:
Sales and marketing (Note 1) 25,942 21,380 52,457 42,443
General and administrative (Note 1) 15,618 13,895 33,488 30,488
Technology (Note 1) 17,165 13,959 33,137 27,582

Amortization of intangible assets acquired in business combinations

3,606   3,549   8,144   7,100  
Total operating expenses 62,331   52,783   127,226   107,613  
Income from operations 27,714 33,428 61,512 70,751
Interest and other income (expense), net 528   (23,464 ) 264   (23,870 )
Income before income taxes 28,242 9,964 61,776 46,881
Income tax expense 11,245   3,927   24,697   17,465  
Net income from continuing operations 16,997 6,037 37,079 29,416
Net income from discontinued operations — 3,552 155 6,456
Gain on sale, net of tax 669   2,286   34,895   2,286  
Net income $ 17,666   $ 11,875   $ 72,129   $ 38,158  
 

Net income from continuing operations per common share - basic

$ 0.26   $ 0.08   $ 0.56   $ 0.39  

Net income from continuing operations per common share - diluted

$ 0.25   $ 0.08   $ 0.55   $ 0.38  
Net income per common share - basic $ 0.27   $ 0.16   $ 1.09   $ 0.50  
Net income per common share - diluted $ 0.26   $ 0.15   $ 1.06   $ 0.49  

Weighted-average shares used to compute net income per common share - basic

65,820   75,531   66,450   75,590  

Weighted-average shares used to compute net income per common share - diluted

67,202   77,413   67,960   77,490  
 
 
Note 1 - Includes stock-based compensation as follows:
Three Months Six Months
Ended June 30, Ended June 30,
2014 2013 2014 2013
(Unaudited) (Unaudited)
Sales and marketing $ 1,371 $ 1,389 $ 2,532 $ 2,547
General and administrative 1,987 2,304 4,390 4,558
Technology 1,470   1,140   2,655   2,245  
Total stock-based compensation $ 4,828   $ 4,833   $ 9,577   $ 9,350  
 
   
CONVERSANT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
June 30, December 31,
2014 2013
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 83,574 $ 81,319
Accounts receivable, net 126,407 148,738
Other current assets 46,352 18,510
Assets held for sale —   32,802
Total current assets 256,333 281,369
 
Assets held for sale, less current portion — 55,642
Property and equipment, net 28,948 28,006
Goodwill 402,254 388,922
Intangible assets, net 45,670 48,501
Other assets 2,985   15,335
TOTAL ASSETS $ 736,190   $ 817,775
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities 121,665 130,529
Borrowings under credit facility, less current portion 65,000 140,000
Other non-current liabilities 39,935 33,645
Liabilities related to assets held for sale —   8,704
Total liabilities 226,600 312,878
Total stockholders' equity 509,590   504,897
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 736,190   $ 817,775
 
 
CONVERSANT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
Six Months
Ended June 30,
2014   2013
Cash flows from operating activities:
Net income $ 72,129 $ 38,158
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on note receivable — 22,556
Depreciation and amortization 19,212 19,434
Non-cash, stock-based compensation 9,577 9,936
Provision for doubtful accounts and sales credits 1,196 2,174
Gain on sale of business (34,895 ) (2,286 )
Amortization of discount on note receivable — (570 )
Deferred income taxes (3,075 ) 2,745
Tax benefit from stock-based awards 2,412 2,831
Excess tax benefit from stock-based awards (2,478 ) (2,986 )

Changes in operating assets and liabilities, excluding business acquisitions

31,245   (12,523 )
Net cash provided by operating activities 95,323 79,469
 
Cash flows from investing activities:
Purchases of property and equipment (6,666 ) (6,019 )
Principal payments received on note receivable — 1,960
Proceeds from the sale of business, net of cash divested 72,813 —
Payments for acquisitions, net of cash acquired (24,286 ) —  
Net cash provided by (used in) investing activities 41,861 (4,059 )
 
Cash flows from financing activities:
Proceeds from borrowings under credit agreement 115,000 25,000
Repayments under credit agreement (190,000 ) (65,000 )
Repurchases and retirement of common stock (81,069 ) (52,079 )
Proceeds from shares issued under employee stock programs 3,836 6,349
Excess tax benefit from stock-based awards 2,478   2,986  
Net cash used in financing activities (149,755 ) (82,744 )
 
Effect of exchange rate changes on cash and cash equivalents (107 ) (2,236 )
Effect on cash and cash equivalents from discontinued operations 14,933   —  
Net increase (decrease) in cash and cash equivalents 2,255 (9,570 )
 
Cash and cash equivalents, beginning of period 81,319   136,638  
Cash and cash equivalents, end of period 83,574   127,068  
 
   
CONVERSANT, INC.
RECONCILIATION OF NET INCOME FROM CONTINUING OPERATIONS
TO ADJUSTED EBITDA (Note 1)
(In thousands)
 
Three Months Six Months
Ended June 30, Ended June 30,
2014   2013 2014   2013
(Unaudited) (Unaudited)
Net income from continuing operations $ 16,997 $ 6,037 $ 37,079 $ 29,416
Interest and other (income) expense, net (528 ) 23,464 (264 ) 23,870
Income tax expense 11,245 3,927 24,697 17,465
Amortization of acquired intangible assets included in cost of revenue 2,478 1,986 4,787 3,971
Amortization of acquired intangible assets included in operating expenses 3,606 3,549 8,144 7,100
Depreciation and leasehold amortization 3,204 3,009 6,272 6,008
Stock-based compensation 4,828   4,833   9,577   9,350
Adjusted EBITDA $ 41,830   $ 46,805   $ 90,292   $ 97,180
 

Note 1 - “Adjusted EBITDA” (GAAP net income from continuing operations before interest, income taxes, depreciation, amortization, and stock-based compensation) 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.

   
CONVERSANT, INC.
RECONCILIATION OF GAAP NET INCOME FROM CONTINUING OPERATIONS TO
NON-GAAP DILUTED NET INCOME PER COMMON SHARE (Note 1)
(In thousands)
 
Three Months Six Months
Ended June 30, Ended June 30,
2014   2013 2014   2013
(Unaudited) (Unaudited)
Net income from continuing operations $ 16,997 $ 6,037 $ 37,079 $ 29,416
Stock-based compensation 4,828 4,833 9,577 9,350
Amortization of acquired intangible assets included in cost of revenue 2,478 1,986 4,787 3,971
Amortization of acquired intangible assets included in operating expenses 3,606 3,549 8,144 7,100
Tax impact of above items (4,238 ) (4,134 ) (8,919 ) (8,436 )
Non-GAAP net income $ 23,671   $ 12,271   $ 50,668   $ 41,401  
Non-GAAP net income per diluted common share $ 0.35   $ 0.16   $ 0.75   $ 0.53  
Weighted-average shares used to compute non-GAAP net income per diluted common share 67,202   77,413   67,960   77,490  
 

Note 1 - “Non-GAAP net income per diluted common share” (GAAP net income from continuing operations per diluted common share before the impact of stock-based compensation and amortization of intangible assets) included in this press release is a non-GAAP financial measure.

Non-GAAP net income per diluted common share, as defined above, may not be similar to non-GAAP net income per diluted common share measures used by other companies and is not a measurement under GAAP. Management believes that non-GAAP net income per diluted 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 net income per diluted common share in evaluating the overall performance of the Company's business operations.

Though management finds non-GAAP net income per diluted 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 net income per diluted common share in conjunction with GAAP earnings and earnings per common share measures. The Company believes that non-GAAP net income per diluted 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.

   
CONVERSANT, INC.
SEGMENT OPERATING RESULTS
(In thousands)
 
Three Months Six Months
Ended June 30, Ended June 30,
2014   2013 2014   2013
(Unaudited) (Unaudited)
Affiliate Marketing:
Revenue $ 40,632 $ 36,622 $ 83,096 $ 74,933
Cost of revenue 4,593   4,526   9,136   9,088  
Gross profit 36,039 32,096 73,960 65,845
Operating expenses 11,284   9,512   23,093   20,336  
Segment income from operations $ 24,755   $ 22,584   $ 50,867   $ 45,509  
 
Media:
Revenue $ 96,748 $ 91,490 $ 200,210 $ 187,746
Cost of revenue 40,263   35,377   80,626   71,216  
Gross profit 56,485 56,113 119,584 116,530
Operating expenses 34,406   28,141   68,376   57,235  
Segment income from operations $ 22,079   $ 27,972   $ 51,208   $ 59,295  
 

Reconciliation of segment income from operations to consolidated income from operations:

Total segment income from operations $ 46,834 $ 50,556 $ 102,075 $ 104,804
Corporate expenses (8,208 ) (6,760 ) (18,055 ) (13,632 )
Stock-based compensation (4,828 ) (4,833 ) (9,577 ) (9,350 )

Amortization of acquired intangible assets included in cost of revenue

(2,478 ) (1,986 ) (4,787 ) (3,971 )

Amortization of acquired intangible assets included in operating expenses

(3,606 ) (3,549 ) (8,144 ) (7,100 )
Consolidated income from operations $ 27,714   $ 33,428   $ 61,512   $ 70,751  
 

Reconciliation of segment revenue to consolidated revenue:

Affiliate Marketing $ 40,632 $ 36,622 $ 83,096 $ 74,933
Media 96,748 91,490 200,210 187,746
Inter-segment eliminations —   (18 ) (13 ) (102 )
Consolidated revenue $ 137,380   $ 128,094   $ 283,293   $ 262,577