Delaware
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000-51653
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52-2336218
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||
(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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||
of incorporation)
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File Number)
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Identification No.)
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1111 Marcus Ave., Suite M04, Lake Success, NY
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11042
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(Address of principal executive offices)
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(Zip Code)
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Exhibit
No.
|
Description
|
|
99.1
|
Registrant’s Press Release dated August 8, 2011.
|
DealerTrack Holdings, Inc.
|
||
By: /s/ Eric D. Jacobs
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||
Eric D. Jacobs
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||
Senior Vice President, Chief Financial and Administrative Officer
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Exhibit
No.
|
Description
|
|
99.1
|
Registrant’s Press Release dated August 8, 2011.
|
§
|
Revenue for the quarter was $89.0 million, as compared to $61.9 million for the second quarter of 2010.
|
§
|
GAAP net income for the quarter was $2.2 million, as compared to a GAAP net loss of $(0.1) million for the second quarter of 2010.
|
§
|
Diluted GAAP net income per share for the quarter was $0.05, as compared to results that were breakeven in the second quarter of 2010.
|
§
|
Adjusted EBITDA for the quarter was $21.3 million, as compared to $9.8 million for the second quarter of 2010.
|
§
|
Adjusted net income for the quarter was $10.8 million, as compared to $5.3 million for the second quarter of 2010.
|
§
|
Diluted adjusted net income per share was $0.25 for the quarter, as compared to $0.13 for the second quarter of 2010.
|
§
|
Revenue for the six months was $166.2 million, as compared to $118.7 million for the same period in 2010.
|
§
|
GAAP net income for the six months was $26.9 million, as compared to a GAAP net loss of $(2.6) million for the same period in 2010. GAAP net income for 2011 has been positively impacted by a $23.5 million non-cash reduction in the valuation allowance against the company’s net U.S. deferred tax assets.
|
§
|
Diluted GAAP net income per share for the six months was $0.64, as compared to a GAAP net loss of $(0.06) per share for the same period in 2010. Diluted GAAP net income per share for 2011 was positively impacted by $0.56 per share for a non cash reduction in the valuation allowance against the company’s net U.S. deferred tax assets.
|
§
|
Adjusted EBITDA for the six months was $34.2 million, as compared to $14.7 million for the same period in 2010.
|
§
|
Adjusted net income for the six months was $18.3 million, as compared to $7.3 million for the same period in 2010.
|
§
|
Diluted adjusted net income per share for the six months was $0.43, as compared to $0.18 per share for the same period in 2010.
|
§
|
Revenue for the year is expected to be between $336.0 million and $340.0 million, net of approximately $3.9 million of contra-revenue, compared to the previous estimate of between $324.0 million and $330.0 million, net of approximately $3.7 million of contra-revenue.
|
§
|
GAAP net income for the year is expected to be between $24.5 million and $27.0 million, compared to the previous estimate of between $24.0 and $26.5 million.
|
§
|
Diluted GAAP net income per share for the year is expected to be between $0.57 and $0.63, compared to the previous estimate of between $0.56 and $0.62.
|
§
|
Adjusted EBITDA for the year is expected to be between $66.0 million and $70.0 million, compared to the previous estimate of between $62.0 million and $66.0 million.
|
§
|
Adjusted net income for the year is expected to be between $34.5 million and $37.0 million, compared to the previous estimate of between $33.2 million and $35.7 million.
|
§
|
Diluted adjusted net income per share for the year is expected to be between $0.81 and $0.86 compared to the previous estimate of between $0.78 and $0.83.
|
Three Months Ended
|
||||||||
June 30,
|
||||||||
2011
|
2010
|
|||||||
Net revenue
|
$ | 89,051 | $ | 61,907 | ||||
Cost of revenue
|
49,040 | 31,265 | ||||||
Product development
|
3,500 | 3,339 | ||||||
Selling, general and administrative
|
30,633 | 27,260 | ||||||
Total operating expenses
|
83,173 | 61,864 | ||||||
Income from operations
|
5,878 | 43 | ||||||
Interest and other (expense) income, net
|
(36 | ) | 339 | |||||
Realized gain on securities
|
409 | - | ||||||
Income before provision for income taxes
|
6,251 | 382 | ||||||
Provision for income taxes, net
|
(4,085 | ) | (499 | ) | ||||
Net income (loss)
|
$ | 2,166 | $ | (117 | ) | |||
Basic net income (loss) per share
|
$ | 0.05 | $ | (0.00 | ) | |||
Diluted net income (loss) per share
|
$ | 0.05 | $ | (0.00 | ) | |||
Weighted average shares outstanding (basic)
|
41,202,939 | 40,271,983 | ||||||
Weighted average shares outstanding (diluted)
|
42,550,398 | 40,271,983 | ||||||
Adjusted EBITDA (non-GAAP) (a)
|
$ | 21,270 | $ | 9,800 | ||||
Adjusted EBITDA margin (non-GAAP) (b)
|
24 | % | 16 | % | ||||
Adjusted net income (non-GAAP) (a)
|
$ | 10,835 | $ | 5,252 | ||||
Diluted adjusted net income per share (non-GAAP) (c)
|
$ | 0.25 | $ | 0.13 | ||||
Stock-based compensation expense was classified as follows:
|
||||||||
Cost of revenue
|
$ | 425 | $ | 438 | ||||
Product development
|
$ | 187 | $ | 156 | ||||
Selling, general and administrative
|
$ | 2,414 | $ | 2,493 |
Six Months Ended
|
||||||||
June 30,
|
||||||||
2011
|
2010
|
|||||||
Net revenue
|
$ | 166,242 | $ | 118,692 | ||||
Cost of revenue
|
91,906 | 61,982 | ||||||
Product development
|
7,242 | 6,937 | ||||||
Selling, general and administrative
|
62,234 | 54,668 | ||||||
Total operating expenses
|
161,382 | 123,587 | ||||||
Income (loss) from operations
|
4,860 | (4,895 | ) | |||||
Interest and other income, net
|
210 | 1,030 | ||||||
Realized gain on securities
|
409 | 582 | ||||||
Income (loss) before benefit from income taxes
|
5,479 | (3,283 | ) | |||||
Benefit from income taxes, net
|
21,415 | 715 | ||||||
Net income (loss)
|
$ | 26,894 | $ | (2,568 | ) | |||
Basic net income (loss) per share
|
$ | 0.66 | $ | (0.06 | ) | |||
Diluted net income (loss) per share
|
$ | 0.64 | $ | (0.06 | ) | |||
Weighted average shares outstanding (basic)
|
41,035,681 | 40,182,567 | ||||||
Weighted average shares outstanding (diluted)
|
42,279,986 | 40,182,567 | ||||||
Adjusted EBITDA (non-GAAP) (a)
|
$ | 34,171 | $ | 14,742 | ||||
Adjusted EBITDA margin (non-GAAP) (b)
|
21 | % | 12 | % | ||||
Adjusted net income (non-GAAP) (a)
|
$ | 18,325 | $ | 7,303 | ||||
Diluted adjusted net income per share (non-GAAP) (c)
|
$ | 0.43 | $ | 0.18 | ||||
Stock-based compensation expense was classified as follows:
|
||||||||
Cost of revenue
|
$ | 852 | $ | 841 | ||||
Product development
|
$ | 372 | $ | 307 | ||||
Selling, general and administrative
|
$ | 4,744 | $ | 4,681 |
June 30,
2011
|
December
31, 2010
|
|||||||
ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 70,061 | $ | 192,563 | ||||
Investments
|
655 | 490 | ||||||
Customer funds
|
2,960 | - | ||||||
Customer funds receivable
|
13,593 | - | ||||||
Accounts receivable, net
|
37,127 | 24,273 | ||||||
Prepaid expenses and other current assets
|
27,693 | 17,929 | ||||||
Total current assets
|
152,089 | 235,255 | ||||||
Property and equipment, net
|
21,532 | 18,875 | ||||||
Software and website development costs, net
|
34,505 | 29,875 | ||||||
Intangible assets, net
|
95,026 | 23,163 | ||||||
Goodwill
|
211,937 | 136,408 | ||||||
Deferred taxes and other long-term assets
|
38,766 | 15,387 | ||||||
Total assets
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$ | 553,855 | $ | 458,963 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Accounts payable and accrued expenses
|
$ | 32,433 | $ | 28,575 | ||||
Customer funds payable
|
16,553 | - | ||||||
Deferred revenue
|
7,810 | 5,010 | ||||||
Other current liabilities
|
359 | 728 | ||||||
Total current liabilities
|
57,155 | 34,313 | ||||||
Long-term liabilities
|
47,417 | 15,733 | ||||||
Total liabilities
|
104,572 | 50,046 | ||||||
Total stockholders' equity
|
449,283 | 408,917 | ||||||
Total liabilities and stockholders' equity
|
$ | 553,855 | $ | 458,963 |
Six Months Ended
|
||||||||
June 30,
|
||||||||
2011
|
2010
|
|||||||
Operating activities:
|
||||||||
Net income (loss)
|
$ | 26,894 | $ | (2,568 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
24,739 | 18,304 | ||||||
Deferred tax benefit
|
(23,707 | ) | (3,942 | ) | ||||
Stock-based compensation expense
|
5,968 | 5,829 | ||||||
Provision for doubtful accounts and sales credits
|
3,331 | 2,807 | ||||||
Amortization of deferred interest
|
- | 68 | ||||||
Amortization of debt issuance costs
|
91 | - | ||||||
Deferred compensation
|
100 | - | ||||||
Stock-based compensation windfall tax benefit
|
(1,890 | ) | (894 | ) | ||||
Realized gain on securities
|
(409 | ) | (582 | ) | ||||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
||||||||
Accounts receivable
|
(11,583 | ) | (8,316 | ) | ||||
Customer funds and customer funds receivable
|
(6,060 | ) | - | |||||
Prepaid expenses and other current assets
|
(4,777 | ) | (3,783 | ) | ||||
Accounts payable and accrued expenses
|
(8,237 | ) | (8,232 | ) | ||||
Customer funds payable
|
6,060 | - | ||||||
Deferred revenue and other current liabilities
|
1,427 | (9 | ) | |||||
Other long-term liabilities
|
147 | 290 | ||||||
Deferred rent
|
67 | (24 | ) | |||||
Other long-term assets
|
144 | (12,307 | ) | |||||
Net cash provided by (used in) operating activities
|
12,305 | (13,359 | ) | |||||
Investing activities:
|
||||||||
Capital expenditures
|
(5,571 | ) | (9,852 | ) | ||||
Sale of investments
|
2,485 | 1,419 | ||||||
Capitalized software and website development costs
|
(9,657 | ) | (6,435 | ) | ||||
Payment for acquisition of business and intangible assets, net of acquired cash
|
(128,311 | ) | (3,028 | ) | ||||
Net cash used in investing activities
|
(141,054 | ) | (17,896 | ) | ||||
Financing activities:
|
||||||||
Principal payments on capital lease obligations
|
(299 | ) | (260 | ) | ||||
Proceeds from the exercise of employee stock options
|
4,386 | 396 | ||||||
Proceeds from employee stock purchase plan
|
340 | 413 | ||||||
Purchase of treasury stock
|
(441 | ) | (595 | ) | ||||
Stock-based compensation windfall tax benefit
|
1,890 | 894 | ||||||
Net cash provided by financing activities
|
5,876 | 848 | ||||||
Net decrease in cash and cash equivalents
|
(122,873 | ) | (30,407 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents
|
371 | (141 | ) | |||||
Cash and cash equivalents, beginning of period
|
192,563 | 197,509 | ||||||
Cash and cash equivalents, end of period
|
$ | 70,061 | $ | 166,961 |
Six Months Ended
|
||||||||
June 30,
|
||||||||
2011
|
2010
|
|||||||
Supplemental disclosure:
|
||||||||
Cash paid for:
|
||||||||
Income taxes
|
$ | 4,465 | $ | 3,954 | ||||
Interest
|
32 | 33 | ||||||
Non-cash investing and financing activities:
|
||||||||
Accrued capitalized hardware, software and fixed assets
|
1,004 | 2,977 | ||||||
Assets acquired under capitalized leases
|
34 | 289 | ||||||
Capitalized stock-based compensation
|
67 | 34 | ||||||
Deferred compensation reversal to equity
|
100 | - |
Three Months Ended
|
||||||||
June 30,
|
||||||||
2011
|
2010
|
|||||||
GAAP net income (loss)
|
$ | 2,166 | $ | (117 | ) | |||
Interest income
|
(84 | ) | (123 | ) | ||||
Interest expense
|
212 | 60 | ||||||
Provision for income taxes, net
|
4,085 | 499 | ||||||
Depreciation of property and equipment and amortization of capitalized software and website costs
|
5,286 | 4,135 | ||||||
Amortization of acquired identifiable intangibles
|
7,708 | 4,929 | ||||||
EBITDA (non-GAAP)
|
19,373 | 9,383 | ||||||
Adjustments:
|
||||||||
Contra-revenue
|
1,114 | 196 | ||||||
Integration and other related costs (including stock-based compensation)
|
306 | - | ||||||
Acquisition related and other professional fees
|
886 | 221 | ||||||
Realized gain on securities
|
(409 | ) | - | |||||
Adjusted EBITDA (non-GAAP)
|
$ | 21,270 | $ | 9,800 |
Six Months Ended
|
||||||||
June 30,
|
||||||||
2011
|
2010
|
|||||||
GAAP net income (loss)
|
$ | 26,894 | $ | (2,568 | ) | |||
Interest income
|
(188 | ) | (249 | ) | ||||
Interest expense
|
244 | 119 | ||||||
Benefit from income taxes, net
|
(21,415 | ) | (715 | ) | ||||
Depreciation of property and equipment and amortization of capitalized software and website costs
|
10,171 | 8,141 | ||||||
Amortization of acquired identifiable intangibles
|
14,568 | 10,163 | ||||||
EBITDA (non-GAAP)
|
30,274 | 14,891 | ||||||
Adjustments:
|
||||||||
Contra-revenue
|
2,057 | 196 | ||||||
Integration and other related costs (including stock-based compensation)
|
958 | - | ||||||
Acquisition related and other professional fees
|
1,216 | 237 | ||||||
Acquisition related compensation expense
|
75 | - | ||||||
Realized gain on securities
|
(409 | ) | (582 | ) | ||||
Adjusted EBITDA (non-GAAP)
|
$ | 34,171 | $ | 14,742 |
Three Months Ended
|
||||||||
June 30,
|
||||||||
2011
|
2010
|
|||||||
GAAP net income (loss)
|
$ | 2,166 | $ | (117 | ) | |||
Adjustments:
|
||||||||
Amortization of acquired identifiable intangibles
|
7,708 | 4,929 | ||||||
Stock-based compensation (excluding amounts included in integration and other related costs)
|
3,035 | 3,087 | ||||||
Integration and other related costs (including stock-based compensation)
|
306 | - | ||||||
Acquisition related and other professional fees
|
886 | 221 | ||||||
Contra-revenue
|
1,114 | 196 | ||||||
Realized gain on securities (non-taxable)
|
(409 | ) | - | |||||
Deferred tax asset valuation allowance (non-taxable)
|
1,001 | - | ||||||
Tax impact of adjustments (a)
|
(4,972 | ) | (3,064 | ) | ||||
Adjusted net income (non-GAAP)
|
$ | 10,835 | $ | 5,252 |
Six Months Ended
|
||||||||
June 30,
|
||||||||
2011
|
2010
|
|||||||
GAAP net income (loss)
|
$ | 26,894 | $ | (2,568 | ) | |||
Adjustments:
|
||||||||
Amortization of acquired identifiable intangibles
|
14,568 | 10,163 | ||||||
Stock-based compensation (excluding amounts included in integration and other related costs)
|
5,850 | 5,829 | ||||||
Integration and other related costs (including stock-based compensation)
|
958 | - | ||||||
Acquisition related and other professional fees
|
1,216 | 237 | ||||||
Contra-revenue
|
2,057 | 196 | ||||||
Acquisition related compensation expense (a)
|
75 | - | ||||||
Amended state tax return impact (non-taxable)
|
32 | - | ||||||
Realized gain on securities (non-taxable)
|
(409 | ) | (582 | ) | ||||
Deferred tax asset valuation allowance (non-taxable)
|
(23,547 | ) | - | |||||
Tax impact of adjustments (b)
|
(9,369 | ) | (5,972 | ) | ||||
Adjusted net income (non-GAAP)
|
$ | 18,325 | $ | 7,303 |
Year Ending December 31, 2011
|
||||||||
Expected Range
|
||||||||
GAAP net income
|
$ | 24.5 | $ | 27.0 | ||||
Interest, net
|
0.6 | 0.6 | ||||||
Benefit from income taxes, net
|
(16.9 | ) | (15.4 | ) | ||||
Depreciation and amortization
|
21.0 | 21.0 | ||||||
Amortization of acquired identifiable intangibles
|
29.6 | 29.6 | ||||||
EBITDA (non-GAAP)
|
58.8 | 62.8 | ||||||
Adjustments:
|
||||||||
Non-recurring costs (a)
|
3.3 | 3.3 | ||||||
Contra-revenue
|
3.9 | 3.9 | ||||||
Adjusted EBITDA (non-GAAP)
|
$ | 66.0 | $ | 70.0 |
(a)
|
Includes certain professional fees, integration and other related costs, acquisition related compensation expense, and gain on sale of securities.
|
Year Ending December 31, 2011
|
||||||||
Expected Range
|
||||||||
GAAP net income
|
$ | 24.5 | $ | 27.0 | ||||
Adjustments:
|
||||||||
Stock-based compensation
|
12.0 | 12.0 | ||||||
Amortization of acquired identifiable intangibles
|
29.6 | 29.6 | ||||||
Non-recurring costs (a)
|
3.3 | 3.3 | ||||||
Deferred tax asset valuation allowance (non-taxable)
|
(20.1 | ) | (20.1 | ) | ||||
Contra-revenue
|
3.9 | 3.9 | ||||||
Tax impact of adjustments (b)
|
(18.7 | ) | (18.7 | ) | ||||
Adjusted net income (non-GAAP)
|
$ | 34.5 | $ | 37.0 |
(a)
|
Includes certain professional fees, integration and other related costs, acquisition related compensation expense, and gain on sale of securities.
|
(b)
|
The tax impact of adjustments are based on a blended tax rate of 38.3% applied to taxable adjustments.
|
Jun 30,
|
Mar 31,
|
Dec 31,
|
Sep 30,
|
Jun 30,
|
||||||||||||||||
2011
|
2011
|
2010
|
2010
|
2010
|
||||||||||||||||
Active U.S. dealers (a)
|
17,660 | 17,373 | 16,829 | 16,961 | 17,120 | |||||||||||||||
Active U.S. lenders (b)
|
1,062 | 1,010 | 970 | 921 | 891 | |||||||||||||||
Transactions processed (in thousands) (c)
|
19,135 | 16,774 | 11,997 | 13,296 | 12,239 | |||||||||||||||
Active U.S. lender to dealer relationships (d)
|
149,398 | 146,660 | 137,058 | 137,388 | 137,919 | |||||||||||||||
Subscribing dealers (e)
|
14,488 | 14,239 | 13,996 | 13,856 | 13,468 |
Jun 30,
|
Mar 31,
|
Dec 31,
|
Sep 30,
|
Jun 30,
|
||||||||||||||||
2011
|
2011
|
2010
|
2010
|
2010
|
||||||||||||||||
Transaction revenue (in thousands)
|
$ | 48,505 | $ | 38,435 | $ | 25,091 | $ | 27,188 | $ | 26,851 | ||||||||||
Subscription revenue (in thousands)
|
$ | 34,716 | $ | 33,865 | $ | 32,205 | $ | 31,273 | $ | 30,341 | ||||||||||
Other revenue (in thousands)
|
$ | 5,830 | $ | 4,891 | $ | 4,710 | $ | 4,667 | $ | 4,715 | ||||||||||
Average transaction price (a)
|
$ | 2.58 | $ | 2.35 | $ | 2.16 | $ | 2.09 | $ | 2.21 | ||||||||||
$ | 807 | $ | 798 | $ | 769 | $ | 759 | $ | 749 |