Conversant announces fourth quarter and full year 2013 results

Conversant, Inc. (NASDAQ: CNVR), the leader in personalized digital

marketing, today reported financial results for its fourth quarter and

full year ended December 31, 2013.

"We delivered solid execution in the fourth quarter, driven by Media

segment revenues that outperformed across all product lines," said
John

Giuliani, president and CEO of Conversant. "Last week we unveiled our

company rebrand and launched our largest-ever marketing campaign,

highlighting our leading capabilities in personalized digital marketing

and sharing our vision for the future. This marks an exciting step

forward for Conversant and the early response from customers and

prospects has been very positive. We expect that our investments in this

initiative during the first quarter will pay dividends in the balance of

2014 and beyond."

Q4 and Full Year Results Summary

In millions, except percentages and per share amounts

Q4 2013

Q4 2012

% Change

FY 2013

FY 2012

% Change

Revenue

$

176.4

$

166.6

6%

$

573.1

$

539.8

6%

Adjusted EBITDA(1)

74.8

68.1

10%

222.2

192.9

15%

GAAP Net Income from Continuing
Operations

38.9

29.9

30%

90.4

78.6

15%

Non-GAAP Net Income(1)

$

46.0

$

35.9

28%

$

115.6

$

109.7

5%

GAAP Net Income from Continuing
Operations Per

Diluted Common Share

$

0.57

$

0.39

46%

$

1.22

$

1.00

22%

Non-GAAP Net Income Per Diluted Common Share(1)

$

0.67

$

0.47

43%

$

1.56

$

1.39

12%

(1) Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Net Income

Per Diluted Share are Non-GAAP measures that are described below and

reconciled to their most comparable GAAP measures.

Q4 2013 Financial Summary

• 
  Revenue was $176.4 million, an increase of 6% year-over-year.
  
  

• 
  Adjusted EBITDA was $74.8 million, an increase of 10% year-over-year.
  
  

• 
  Adjusted EBITDA margin increased to 42.4% from 40.9% in the fourth
  
  quarter of 2012.
  
  

• 
  Non-GAAP net income per diluted share was $0.67, an increase of 43%
  
  year-over-year.
  
  

• 
  GAAP net income from continuing operations per diluted share was
  
  $0.57, an increase of 46% year-over-year.
  
  

• 
  The effective tax rate for Q4 2013 of 34.2% benefited from certain
  
  discrete tax adjustments and is preliminary pending the Company's
  
  final income tax procedures. Any changes to this preliminary tax rate
  
  will be reflected in the Company's Form 10-K required to be filed by
  
  March 3, 2014.
  
  

Recent Business Highlights

• 
  On February 6, 2014, Conversant acquired SET Media, a digital video
  
  technology company that connects brands with consumers through high
  
  quality, targeted, and brand safe video advertising campaigns. The
  
  acquisition increases Conversant's scale and capabilities within video
  
  advertising, one of the fastest-growing segments of digital
  
  advertising.
  
  

• 
  On February 3, 2014, the Company changed its name to Conversant and
  
  initiated a comprehensive marketing campaign to highlight Conversant's
  
  leading capabilities in personalized digital marketing. The Company's
  
  common stock began trading under the new NASDAQ ticker symbol, CNVR,
  
  on February 5, 2014.
  
  

• 
  On January 10, 2014, the Company completed the sale of its former
  
  Owned & Operated Websites ("O&O") Segment. The divestiture
  
  demonstrates key progress on efforts to align the business with the
  
  Company's strategic vision, which will better serve Conversant
  
  clients, employees and shareholders.
  
  

• 
  On December 6, 2013, the Company announced a partnership with Twitter
  
  to help advertisers tailor audiences on the social network and reach
  
  them through personalized communication from Promoted Tweets and
  
  Promoted Accounts. Conversant was the only initial launch partner
  
  capable of personalizing messaging beyond segments to the individual
  
  level and connecting with Twitter users across their devices, in
  
  real-time.
  
  

Cash Flows and Stock Repurchases

• 
  Free cash flow for the year ended December 31, 2013 was $164.9
  
  million, an increase of 19% year-over-year. (The Company defines free
  
  cash flow as net cash provided by operating activities less capital
  
  expenditures.)
  
  

• 
  The Company expects free cash flow in 2014 will benefit from the
  
  utilization of cash tax benefits generated in connection with the O&O
  
  segment divestiture. The Company currently estimates these cash tax
  
  benefits will reduce its normalized cash tax payment obligations by
  
  approximately $40 million in 2014.
  
  

• 
  Conversant continues to use its cash flows and strong balance sheet to
  
  return capital to shareholders. During 2013, the Company repurchased
  
  10 million common shares for $223.8 million.
  
  

• 
  Currently, $100 million is available under the Company's stock
  
  repurchase program.
  
  

Balance Sheet

• 
  As of December 31, 2013, cash and cash equivalents were $81.3 million
  
  and total debt was $140 million.
  
  

• 
  The Company grew its cash and cash equivalents by $26.8 million and
  
  reduced its outstanding debt balance by $55 million during the fourth
  
  quarter of 2013.
  
  

• 
  The December 31, 2013 balance sheet does not include $80 million of
  
  gross proceeds from the divestiture of the O&O segment received by the
  
  Company in January 2014.
  
  

Conversant Segment Financial Summary

In millions, except percentages

Q4 2013

Q4 2012

% Change

FY 2013

FY 2012

% Change

Affiliate Marketing Revenue

$

49.1

$

43.9

12%

$

162.9

$

149.5

9%

Media Revenue

127.4

122.7

4%

410.4

390.6

5%

Intersegment Eliminations

—

(0.1

)

NM

(0.1

)

(0.3

)

NM

Consolidated Revenue

$

176.4

$

166.6

6%

$

573.1

$

539.8

6%

Affiliate Marketing Income from Operations

$

33.2

$

28.4

17%

$

102.3

$

91.4

12%

Media Income from Operations

47.1

45.0

5%

136.6

120.2

14%

Total Segment Income from Operations

$

80.2

$

73.4

9%

$

238.9

$

211.6

13%

Q4 2013 Segment Results Summary

• 
  Affiliate marketing segment revenue was $49.1 million, an increase of
  
  12% year-over-year. The increase in Affiliate Marketing segment
  
  revenue and operating profitability was driven primarily by net new
  
  client wins during 2013.
  
  

• 
  Media segment revenue was $127.4 million, an increase of 4%
  
  year-over-year. Continued solid growth in CRM, mobile, video and
  
  cross-device solutions was partially offset by a decline in the
  
  Company's traditional insertion-order display business.
  
  

Q1 2014 Business Outlook

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

• 
  The guidance includes approximately $3 million in incremental and
  
  one-time operating expenses related to the corporate name change to
  
  Conversant and related marketing campaign to highlight the Company's
  
  leading capabilities in personalized digital marketing. The guidance
  
  also assumes the recent SET Media acquisition will contribute an
  
  operating loss of approximately $1 million and nominal revenue.
  
  

• 
  Results for the first quarter of 2013 are provided as a basis for
  
  comparison and have been recast to reflect the reclassification of the
  
  O&O segment to discontinued operations.
  
  

Consolidated Financial Outlook

Q1 2014
Guidance

Q1 2013
Actual Results

Revenue

$138 - $144 million

$134.5 million

Adjusted EBITDA

$47 - $49 million

$50.4 million

Mid-Point Adjusted EBITDA Margin

34.0%

37.5%

Non-GAAP net income per diluted common share

$0.38 - $0.39

$0.38

Impact of stock-based compensation and amortization of

intangibles, net of tax

$(0.10)

$(0.08)

GAAP net income from continuing operations per diluted common

share

$0.28 - $0.29

$0.30

Segment Revenue Assumptions

Q1 2014
Guidance

Q1 2013
Actual Results

Affiliate Marketing Segment Revenue

$39 - $41 million

$38.3 million

Media Segment Revenue

$99 - $103 million

$96.3 million

Additional Guidance Assumptions

Conversant's first quarter 2014 guidance assumes: stock-based

compensation of $5.0 million; amortization of intangible assets of $7.0

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 68.5 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.

Q4 2013 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 fourth quarter of 2013. 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 888-221-3894 (for domestic participants) or 913-312-1500

(for international participants) at least 10 minutes prior to the start

time and use conference ID 5106571. A telephonic replay of the

conference call will be available from 7:30 p.m. Eastern Time on

February 11, 2014 until 7:30 p.m. Eastern Time on February 18, 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 5106571.

About Conversant

Conversant, Inc. (NASDAQ: CNVR) is the leader in personalized digital

marketing. Combining the strengths of ValueClick Media, Commission

Junction, Mediaplex, Greystripe and Dotomi, 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 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 Conversant, including, but not

limited to: its annual report on Form 10-K filed on February 27, 2013;

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-month Period

Ended December 31,

2013

2012

(Unaudited)

Revenue

$

176,443

$

166,568

Cost of revenue (Note 1)

56,141

52,582

Gross profit

120,302

113,986

Operating expenses:

Sales and marketing (Note 2)

23,961

21,190

General and administrative (Note 2)

17,558

19,900

Technology (Note 2)

13,896

13,901

Amortization of intangible assets acquired in business combinations

4,558

3,625

Total operating expenses

59,973

58,616

Income from operations

60,329

55,370

Interest and other expense, net

(1,158

)

(760

)

Income before income taxes

59,171

54,610

Income tax expense

20,239

24,728

Net income from continuing operations

38,932

29,882

Income from discontinued operations, net of tax

6,078

6,397

Net income

$

45,010

$

36,279

Net income from continuing operations
per common share - basic

$

0.58

$

0.40

Net income from continuing operations
per common share -

diluted

$

0.57

$

0.39

Net income per common share - basic

$

0.67

$

0.48

Net income per common share - diluted

$

0.66

$

0.47

Weighted-average shares used to compute net
income per common

share - basic

66,781

75,225

Weighted-average shares used to compute net
income per common

share - diluted

68,295

76,687

Note 1 - Includes amortization of intangible assets acquired in

business combinations of $2.0 million
for the three-month

periods ended December 31, 2013 and 2012.

Note 2 - Includes stock-based compensation as follows:

Three-month Period

Ended December 31,

2013

2012

(Unaudited)

Sales and marketing

$

1,292

$

1,031

General and administrative

2,406

2,188

Technology

1,207

926

Total stock-based compensation

$

4,905

$

4,145

CONVERSANT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Year Ended December 31,

2013

2012

(Unaudited)

Revenue

$

573,121

$

539,820

Cost of revenue (1)

183,282

177,562

Gross profit

389,839

362,258

Operating expenses:

Sales and marketing (Note 2)

88,104

79,944

General and administrative (Note 2)

63,143

73,791

Technology (Note 2)

55,602

54,838

Amortization of intangible assets acquired in business combinations

15,208

19,755

Total operating expenses

222,057

228,328

Income from operations

167,782

133,930

Interest and other (expense) income, net

(25,180

)

747

Income before income taxes

142,602

134,677

Income tax expense

52,160

56,073

Net income from continuing operations

90,442

78,604

Income from discontinued operations, net of tax

8,431

22,132

Gain on sale, net of tax

2,286

980

Net income

$

101,159

$

101,716

Net income from continuing operations
per common share - basic

$

1.25

$

1.02

Net income from continuing operations
per common share - diluted

$

1.22

$

1.00

Net income per common share - basic

$

1.40

$

1.32

Net income per common share - diluted

$

1.36

$

1.29

Weighted-average shares used to compute net
income per common

share - basic

72,376

77,342

Weighted-average shares used to compute net
income per common

share - diluted

74,122

78,898

Note 1 - Includes amortization of intangible assets acquired in

business combinations of $7.9 million and
$8.0 million for

the years ended December 31, 2013 and 2012, respectively.

Note 2 - Includes stock-based compensation as follows:

Year Ended December 31,

2013

2012

(Unaudited)

Sales and marketing

$

5,093

$

4,885

General and administrative

9,299

10,840

Technology

4,578

5,108

Total stock-based compensation

$

18,970

$

20,833

CONVERSANT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

December 31,

December 31,

2013

2012

(Unaudited)

ASSETS

Current Assets:

Cash and cash equivalents

$

81,319

$

136,638

Accounts receivable, net

148,738

147,487

Other current assets

17,744

27,136

Assets held for sale

32,802

—

Total current assets

280,603

311,261

Assets held for sale, less current portion

55,642

—

Note receivable, less current portion

—

27,615

Property and equipment, net

28,006

29,014

Goodwill

388,922

434,507

Intangible assets, net

48,501

81,822

Other assets

15,381

15,477

TOTAL ASSETS

$

817,055

$

899,696

LIABILITIES AND STOCKHOLDERS' EQUITY

Borrowings under credit facility, current

$

—

$

10,000

Other current liabilities

130,529

132,401

Borrowings under credit facility, less current portion

140,000

132,500

Other non-current liabilities

33,645

34,090

Liabilities related to assets held for sale

8,704

—

Total liabilities

312,878

308,991

Total stockholders' equity

504,177

590,705

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

817,055

$

899,696

CONVERSANT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Year Ended December 31,

2013

2012

Cash flows from operating activities:

Net income

$

101,159

$

101,716

Adjustments to reconcile net income to net cash provided by

operating activities:

Loss on note receivable

22,556

—

Depreciation and amortization

39,398

44,189

Non-cash, stock-based compensation

20,167

21,767

Provision for doubtful accounts and sales credits

3,674

4,382

Gain on sale of business

(2,286

)

(980

)

Amortization of discount on note receivable

(570

)

(2,370

)

Deferred income taxes

9,364

(3,397

)

Tax benefit from stock-based awards

4,131

2,956

Excess tax benefit from stock-based awards

(4,319

)

(3,251

)

Changes in operating assets and liabilities, excluding business

acquisitions

(14,722

)

(8,958

)

Net cash provided by operating activities

178,552

156,054

Cash flows from investing activities:

Purchases of property and equipment

(13,694

)

(17,472

)

Principal payments received on note receivable

7,460

4,191

Payments for acquisitions, net of cash acquired

—

(241

)

Net cash used in investing activities

(6,234

)

(13,522

)

Cash flows from financing activities:

Proceeds from borrowings under credit agreement

225,799

82,000

Repayments under credit agreement

(230,000

)

(107,000

)

Repurchases and retirement of common stock

(223,824

)

(110,795

)

Proceeds from shares issued under employee stock programs

8,855

7,236

Excess tax benefit from stock-based awards

4,319

3,251

Net cash used in financing activities

(214,851

)

(125,308

)

Effect of exchange rate changes on cash and cash equivalents

2,147

2,738

Net increase in cash and cash equivalents of discontinued operations

(14,933

)

—

Net (decrease) increase in cash and cash equivalents

(55,319

)

19,962

Cash and cash equivalents, beginning of period

136,638

116,676

Cash and cash equivalents, end of period

81,319

136,638

CONVERSANT, INC.

RECONCILIATION OF NET INCOME FROM CONTINUING OPERATIONS

TO ADJUSTED EBITDA (Note 1)

(In thousands)

Three-month Period

Ended December 31,

2013

2012

(Unaudited)

Net income from continuing operations

$

38,932

$

29,882

Interest and other expense, net

1,158

760

Provision for income tax

20,239

24,728

Amortization of acquired intangible assets included in cost of

revenue

1,986

1,986

Amortization of acquired intangible assets included in operating

expenses

4,558

3,625

Depreciation and leasehold amortization

3,023

2,948

Stock-based compensation

4,905

4,145

Adjusted EBITDA

$

74,801

$

68,074

Year Ended December 31,

2013

2012

(Unaudited)

Net income from continuing operations

$

90,442

$

78,604

Interest and other expense (income), net

25,180

(747

)

Provision for income tax

52,160

56,073

Amortization of acquired intangible assets included in cost of

revenue

7,943

7,976

Amortization of acquired intangible assets included in operating

expenses

15,208

19,755

Depreciation and leasehold amortization

12,263

10,399

Stock-based compensation

18,970

20,833

Adjusted EBITDA

$

222,166

$

192,893

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 NET INCOME PER DILUTED COMMON SHARE (Note 1)

(In thousands)

Three-month Period

Ended December 31,

2013

2012

(Unaudited)

Net income from continuing operations

$

38,932

$

29,882

Stock-based compensation

4,905

4,145

Amortization of acquired intangible assets included in cost of

revenue

1,986

1,986

Amortization of acquired intangible assets included in operating

expenses

4,558

3,625

Tax impact of above items

(4,421

)

(3,741

)

Non-GAAP net income

$

45,960

$

35,897

Non-GAAP diluted net income per common share

$

0.67

$

0.47

Weighted-average shares used to compute non-GAAP net income per

diluted common share

68,295

76,687

Year Ended December 31,

2013

2012

(Unaudited)

Net income from continuing operations

$

90,442

$

78,604

Stock-based compensation

18,970

20,833

Amortization of acquired intangible assets included in cost of

revenue

7,943

7,976

Amortization of acquired intangible assets included in operating

expenses

15,208

19,755

Tax impact of above items

(17,012

)

(17,473

)

Non-GAAP net income

$

115,551

$

109,695

Non-GAAP diluted net income per common share

$

1.56

$

1.39

Weighted-average shares used to compute non-GAAP net income per

diluted common share

74,122

78,898

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 intangibles) 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)