UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 19, 2015
Rightside Group, Ltd.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-36262 |
|
32-0415537 |
5808 Lake Washington Blvd. NE, Suite 300
Kirkland, Washington 98033
(Address of principal executive offices, including zip code)
(425) 289-2500
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
◻Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
◻Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
◻Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
◻Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02Results of Operations and Financial Condition.
On February 19, 2015, Rightside Group, Ltd. (the “Company”) issued a press release announcing financial results for its fiscal quarter and fiscal year ended December 31, 2014. The full text of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
The Company makes reference to certain non-GAAP financial measures in the press release and will make reference to these same measures in its related earnings conference call. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the attached press release.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
|
Description |
99.1 |
|
Press Release dated February 19, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Rightside Group, Ltd. |
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By: |
/s/ Taryn J. Naidu |
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Taryn J. Naidu |
|
|
Chief Executive Officer |
Date: February 19, 2015 |
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EXHIBIT INDEX
Exhibit |
|
Description |
99.1 |
|
Press Release dated February 19, 2015 |
Rightside Announces Fourth Quarter and Full Year 2014 Financial Results
Fourth Quarter Domain Name Services Revenue Increases 16% Year-over-Year
Fourth Quarter Total Revenue Increases 13.5% Year-over-Year
36 gTLD Registry Operator Agreements Signed to date
KIRKLAND, Wash., February 19, 2015 -- (GLOBENEWSWIRE) -- Rightside Group, Ltd. (Nasdaq: NAME), a leading provider of domain name services that advance the way businesses and consumers define and present themselves online, today announced financial results for the fourth quarter and full year ended December 31, 2014.
“Rightside closed 2014 with a strong quarter of revenue growth across each area of our business. Additionally, in completing just our second quarter as an independent public company, we exited the year having laid the foundation that positions our company as an industry leader, poised for further growth and impact,” said Chief Executive Officer Taryn Naidu. “We now operate the largest new gTLD registry platform and one of the largest registrar platforms in the world. Rightside is beginning to reap the benefits of being the industry’s first vertically integrated domain name services company of scale, with operating performance now characterized by double-digit revenue growth, increasing average revenue per domain, and expanding margins.”
Naidu continued, “With an expanding portfolio of 36 new gTLDs, I’m excited about our prospects for 2015 as we continue investing in market development initiatives that drive heightened awareness and preference for new gTLDs by consumers and businesses.”
Financial Summary
(in thousands)
|
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|
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|
|
|
|
|
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Three months ended |
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Year ended |
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||||||||
|
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December 31, |
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December 31, |
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||||||||
|
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2014 |
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2013 |
|
2014 |
|
2013 |
|
||||
Domain name services |
|
$ |
43,154 |
|
$ |
37,192 |
|
$ |
161,585 |
|
$ |
141,558 |
|
Aftermarket and other |
|
|
8,579 |
|
|
8,380 |
|
|
30,163 |
|
|
43,634 |
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Total revenue |
|
$ |
51,733 |
|
$ |
45,572 |
|
$ |
191,748 |
|
$ |
185,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Gain on other assets, net |
|
$ |
(7,800) |
|
$ |
(1,667) |
|
$ |
(22,103) |
|
$ |
(4,232) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Income (loss) before income taxes |
|
$ |
1,778 |
|
$ |
(4,739) |
|
$ |
(3,186) |
|
$ |
(11,647) |
|
Income tax expense (benefit) |
|
|
322 |
|
|
986 |
|
|
(1,328) |
|
|
(944) |
|
Net income (loss) |
|
$ |
1,456 |
|
$ |
(5,725) |
|
$ |
(1,858) |
|
$ |
(10,703) |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Adjusted EBITDA (1) |
|
$ |
556 |
|
$ |
(887) |
|
$ |
(3,092) |
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$ |
7,997 |
|
(1) |
This Non-GAAP financial measure is described below and reconciled to GAAP net income (loss) in the accompanying table. |
Rightside Group, Ltd.
Page 2 of 8
Financial Highlights – Fourth Quarter 2014
§ |
Domain name services revenue for the three months ended December 31, 2014 increased 16% to $43.2 million compared to $37.2 million for the same period in 2013. Organic growth of 15%, which excludes the acquisition related benefit from Name.com, was primarily due to an increase in domain name registrations associated with the continued onboarding of eNom wholesale partners, over 35% growth at Name.com, and $1.0 million of revenue from the new registry business. |
§ |
Aftermarket and other revenue for the three months ended December 31, 2014 was $8.6 million compared to $8.4 million for the same period in 2013. |
§ |
Total revenue for the three months ended December 31, 2014 increased 13.5% to $51.7 million compared to $45.6 million for the same period in 2013. |
§ |
During the fourth quarter of 2014, Rightside recorded a gain on other assets, net of $7.8 million representing the gain on withdrawals of its interest in gTLD applications during the period. |
§ |
Net income for the three months ended December 31, 2014 was $1.5 million compared to a net loss of $5.7 million for the same period in 2013. |
§ |
Adjusted EBITDA for the three months ended December 31, 2014 was $0.6 million, compared to Adjusted EBITDA of ($0.9 million) for the same period in 2013. |
Financial Highlights – Full Year 2014
§ |
Domain name services revenue for the year ended December 31, 2014 increased 14% to $161.6 million compared to $141.6 million for the year ended December 31, 2013. |
§ |
Aftermarket and other revenue for the year ended December 31, 2014 was $30.2 million compared to $43.6 million for the year ended December 31, 2013, primarily due to a decrease in the sales of domain names owned by Rightside and the elimination of low quality advertising traffic in the second half of 2013. |
§ |
Total revenue for the year ended December 31, 2014 increased 3.5% to $191.7 million compared to $185.2 million for the year ended December 31, 2013. |
§ |
Rightside recorded an income tax benefit of $1.3 million for 2014 resulting from taxable losses in the U.S. |
§ |
Net loss decreased to $1.9 million for the year ended December 31, 2014 compared to $10.7 million for the year ended December 31, 2013. |
§ |
Adjusted EBITDA for the year ended December 31, 2014 was ($3.1 million), compared to Adjusted EBITDA of $8.0 million for the year ended December 31, 2013. Adjusted EBITDA loss for 2014 includes $6.9 million of investment in the new registry business, net of revenue contribution. |
Business Highlights
§ |
Rightside has signed registry operator agreements with ICANN for 36 gTLDs to date, including 3 since the third quarter of 2014, and has an interest in 29 additional gTLD applications that have yet to be awarded to their ultimate registry operator. |
Rightside Group, Ltd.
Page 3 of 8
§ |
As of December 31, 2014, 28 of Rightside’s owned and operated gTLDs were in “general availability” for an average of 120 days each. These have generated nearly 150,000 registrations with over $5.0 million in total cash sales as of December 31, 2014. |
§ |
Half of domain name services growth during the fourth quarter came from new gTLD registrations. |
§ |
During the fourth quarter 15% of Name.com new registrations came from new gTLDS with an average selling price of the new gTLDs over three times that of legacy gTLDs. New gTLD revenue comprised over 40% of Name.com’s year-over-year growth for the fourth quarter of 2014. |
§ |
With over 16 million total domains under management as of December 31, 2014, including over 2.7 million domain names registered through its own retail outlets, Rightside remains one of the world’s largest registrars. |
Operating Metrics
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Three months ended |
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Year ended |
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||||||||||
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December 31, |
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% |
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December 31, |
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% |
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||||||||||
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2014 |
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2013 |
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Change |
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2014 |
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2013 |
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Change |
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||||
End of period domains (1) |
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16.0 |
MM |
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14.8 |
MM |
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8 |
% |
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16.0 |
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14.8 |
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|
8 |
% |
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Average revenue per domain (2) |
|
$ |
10.87 |
|
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$ |
10.17 |
|
|
7 |
% |
|
$ |
10.50 |
|
|
$ |
9.98 |
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|
5 |
% |
|
Renewal rate (3) |
|
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72.7 |
% |
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72.4 |
% |
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72.9 |
% |
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|
69.9 |
% |
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|
(1) |
A domain is defined as an individual domain name registered by a third-party customer on Rightside’s registrar platforms for which Rightside has begun to recognize revenue. |
(2) |
Average revenue per domain is calculated by dividing domain name services revenue for a period by the average number of domains registered on Rightside’s registrar platforms in that period. Average revenue per domain for partial year periods is annualized. |
(3) |
The renewal rate is defined as the percentage of domain names on Rightside’s registrar platforms that are renewed after their original term expires. |
Liquidity and Capital Resources
§ |
As of December 31, 2014, Rightside had cash and cash equivalents of $49.7 million, compared to $26.1 million as of its spin-off from Demand Media, Inc. on August 1, 2014. |
§ |
As of December 31, 2014, Rightside had $11 million of Letters of Credit outstanding under its $30 million revolving credit facility with Silicon Valley Bank, which was established on August 1, 2014 and matures in August 2017. |
§ |
As of December 31, 2014, Rightside had fully drawn its $30 million term loan credit facility with certain funds managed by Tennenbaum Capital Partners, LLC, which was established on August 6, 2014 and matures in August 2019. |
Business Outlook
The following forward-looking information includes certain projections made by Rightside management as of the date of this press release. Rightside does not intend to revise or update this information, except as required
Rightside Group, Ltd.
Page 4 of 8
by law, and may not provide this type of information in the future. Due to a variety of factors, actual results may differ significantly from those projected. The factors that may affect results include, without limitation, the factors referenced later in this announcement under the caption “Cautionary Information Regarding Forward-Looking Statements.” These and other risk factors are discussed in more detail in Rightside’s filings with the Securities and Exchange Commission.
For the full year ending December 31, 2015, Rightside currently expects the following:
§ |
Total revenue of $210 million to $220 million, inclusive of $6 million to $9 million of GAAP revenue from the registry services business; and |
§ |
Total Adjusted EBITDA to break-even as Rightside invests margin generated by the business back into driving market development efforts. |
Conference Call and Webcast
Rightside will host a conference call and audio webcast with investors and analysts today, February 19, at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time):
§ |
Live conference call: 844-413-1777 (domestic) or 716-247-5761 (international) |
§ |
Conference call replay available through February 26, 2015: 855-859-2056 (domestic) or 404- 537- 3406 (international) |
§ |
Conference ID: 71122453 |
§ |
Live and archived webcast: http://investors.rightside.co |
About Non-GAAP Financial Measures
We define Adjusted EBITDA as net income (loss) adjusted for interest, income taxes, gain on sale of marketable securities, gain on other assets, net, depreciation and amortization, stock-based compensation, as well as the financial impact of acquisition and realignment costs. Acquisition and realignment costs include legal, accounting and other professional fees directly attributable to acquisition activity as well as employee severance and other payments in connection with corporate realignment activities. Adjusted EBITDA is a non-GAAP financial measure and its most directly comparable GAAP financial measure is GAAP net income (loss). A reconciliation of GAAP net income (loss) to Adjusted EBITDA can be found in the accompanying table. Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. Rightside compensates for these limitations by relying primarily on its GAAP results and using Adjusted EBITDA only as a supplement.
About Rightside
Rightside™ inspires and delivers new possibilities for consumers and businesses to define and present themselves online. The company, with its affiliates, is a leading provider of domain name services, offering one of the industry’s most comprehensive platforms for the discovery, registration, usage, and monetization of domain names. In addition to being a new gTLD registry operator, Rightside is home to some of the most admired brands in the industry, including eNom and Name.com. Headquartered in Kirkland, WA, Rightside has offices in North America, Europe and Australia. For more information please visit www.rightside.co.
Rightside Group, Ltd.
Page 5 of 8
Cautionary Information Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended, including, among others, Rightside’s expected total revenue, Adjusted EBITDA, and registry services revenue. Statements containing words such as may, believe, anticipate, expect, intend, plan, project, and estimate or similar expressions constitute forward-looking statements. Statements regarding Rightside’s future performance are based on current expectations, estimates and projections about our industry, financial condition, operating performance and results of operations, including certain assumptions related thereto. Actual results may differ materially from the results predicted, and reported results should not be considered an indication of future performance. Forward-looking statements involve risks and uncertainties including, among others: revenue and growth expectations for Rightside following its separation from Demand Media, Inc.; Rightside’s ability to successfully pursue, acquire and operate new gTLD registries; the impact on Rightside’s registry business given its limited experience in providing back-end infrastructure services to new and existing registries; the impact of any delays or limitations in the launch of new gTLDs; Rightside’s ability to successfully market and sell its gTLDs; and the difficulty in predicting and developing consumer demand for new gTLDs. More information about potential risk factors that could affect Rightside’s operating and financial results are contained in Rightside’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Rightside does not intend to revise or update the information set forth in this press release, except as required by law, and may not provide this type of information in the future.
Investor Contacts
Financial Profiles
Kristen Papke, 206.623.2233
Lisa Mueller, 310.622.8231
rightside@financialprofiles.rocks
Rightside Group, Ltd.
Page 6 of 8
Rightside Group, Ltd.
Statements of Operations
(in thousands except per share data)
(unaudited)
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|
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|
Three months ended |
|
|
Year ended |
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||||||
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|
|
December 31, |
|
|
December 31, |
|
||||||
|
|
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
Revenue |
|
$ |
51,733 |
|
$ |
45,572 |
|
$ |
191,748 |
|
$ |
185,192 |
|
Cost of revenue (excluding depreciation and amortization) (1) |
|
|
40,202 |
|
|
33,992 |
|
|
149,710 |
|
|
133,714 |
|
Sales and marketing |
|
|
2,293 |
|
|
2,497 |
|
|
9,461 |
|
|
10,210 |
|
Technology and development |
|
|
5,044 |
|
|
5,602 |
|
|
20,476 |
|
|
18,516 |
|
General and administrative |
|
|
5,012 |
|
|
6,546 |
|
|
21,157 |
|
|
24,191 |
|
Depreciation and amortization |
|
|
3,881 |
|
|
3,327 |
|
|
15,441 |
|
|
14,382 |
|
Gain on other assets, net |
|
|
(7,800) |
|
|
(1,667) |
|
|
(22,103) |
|
|
(4,232) |
|
Interest expense |
|
|
1,287 |
|
|
- |
|
|
1,988 |
|
|
- |
|
Other expense (income), net |
|
|
36 |
|
|
14 |
|
|
(1,196) |
|
|
58 |
|
Income (loss) before income taxes |
|
|
1,778 |
|
|
(4,739) |
|
|
(3,186) |
|
|
(11,647) |
|
Income tax expense (benefit) |
|
|
322 |
|
|
986 |
|
|
(1,328) |
|
|
(944) |
|
Net income (loss) |
|
$ |
1,456 |
|
$ |
(5,725) |
|
$ |
(1,858) |
|
$ |
(10,703) |
|
|
|
|
|
|
|
|
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|
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|
Net income (loss) per share attributable to common stockholders |
|
|
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|
|
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|
|
|
|
|
Basic |
|
$ |
0.08 |
|
$ |
(0.31) |
|
$ |
(0.10) |
|
$ |
(0.58) |
|
Diluted |
|
$ |
0.08 |
|
$ |
(0.31) |
|
$ |
(0.10) |
|
$ |
(0.58) |
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Weighted average shares used in computing net income (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
18,535 |
|
|
18,413 |
|
|
18,452 |
|
|
18,413 |
|
Diluted |
|
|
18,549 |
|
|
18,413 |
|
|
18,452 |
|
|
18,413 |
|
(1) |
Cost of Revenue now includes only those variable costs associated with registrations as well as customer care related expenses. All fixed technology and product development costs have been combined into one line titled Technology and Development costs. Depreciation expense, which was previously included with cost of revenue, sales and marketing, technology and development, and general administrative costs, has been reclassed to a separate line item and is now shown combined with amortization expense. Both current and prior periods have been reclassed accordingly. |
Rightside Group, Ltd.
Page 7 of 8
Rightside Group, Ltd.
Balance Sheets
(in thousands)
(unaudited)
|
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|
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|
|
December 31, |
|
||||
|
|
|
2014 |
|
|
2013 |
|
|
|
|
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|
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|
|
Assets |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
49,743 |
|
$ |
66,833 |
|
Accounts receivable, net |
|
|
14,256 |
|
|
9,176 |
|
Prepaid expenses and other current assets |
|
|
6,898 |
|
|
4,395 |
|
Deferred registration costs |
|
|
73,289 |
|
|
66,273 |
|
Total current assets |
|
|
144,186 |
|
|
146,677 |
|
Deferred registration costs |
|
|
14,502 |
|
|
12,514 |
|
Property and equipment, net |
|
|
11,527 |
|
|
14,456 |
|
Intangible assets, net |
|
|
37,116 |
|
|
15,268 |
|
Goodwill |
|
|
103,042 |
|
|
103,042 |
|
Deferred tax assets |
|
|
9,483 |
|
|
6,314 |
|
gTLD deposits |
|
|
21,180 |
|
|
21,252 |
|
Other assets |
|
|
3,298 |
|
|
1,998 |
|
Total assets |
|
$ |
344,334 |
|
$ |
321,521 |
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
Accounts payable |
|
$ |
7,190 |
|
$ |
7,585 |
|
Accrued expenses and other current liabilities |
|
|
21,313 |
|
|
18,787 |
|
Debt |
|
|
1,500 |
|
|
- |
|
Deferred tax liabilities |
|
|
27,886 |
|
|
24,157 |
|
Deferred revenue |
|
|
93,683 |
|
|
80,999 |
|
Total current liabilities |
|
|
151,572 |
|
|
131,528 |
|
Deferred revenue |
|
|
19,195 |
|
|
16,544 |
|
Debt, less current portion |
|
|
23,605 |
|
|
- |
|
Other liabilities |
|
|
1,117 |
|
|
693 |
|
Total liabilities |
|
|
195,489 |
|
|
148,765 |
|
Total stockholders' equity |
|
|
148,845 |
|
|
172,756 |
|
Total liabilities and stockholders' equity |
|
$ |
344,334 |
|
$ |
321,521 |
|
Rightside Group, Ltd.
Page 8 of 8
Rightside Group, Ltd.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Year ended |
|
||||||
|
|
|
December 31, |
|
|
December 31, |
|
||||||
|
|
2014 |
|
2013 |
|
2014 |
|
2013 |
|
||||
Net income (loss) |
|
$ |
1,456 |
|
$ |
(5,725) |
|
$ |
(1,858) |
|
$ |
(10,703) |
|
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) |
|
|
322 |
|
|
986 |
|
|
(1,328) |
|
|
(944) |
|
Gain on sale of marketable securities |
|
|
- |
|
|
- |
|
|
(1,362) |
|
|
- |
|
Gain on other assets, net (1) |
|
|
(7,800) |
|
|
(1,667) |
|
|
(22,103) |
|
|
(4,232) |
|
Interest expense |
|
|
1,287 |
|
|
- |
|
|
1,988 |
|
|
- |
|
Depreciation and amortization |
|
|
3,881 |
|
|
3,327 |
|
|
15,441 |
|
|
14,382 |
|
Stock-based compensation |
|
|
1,410 |
|
|
2,192 |
|
|
5,836 |
|
|
9,463 |
|
Acquisition and realignment costs (2) |
|
|
- |
|
|
- |
|
|
294 |
|
|
31 |
|
Adjusted EBITDA |
|
$ |
556 |
|
$ |
(887) |
|
$ |
(3,092) |
|
$ |
7,997 |
|
(1) |
Net gains on withdrawals of interest in gTLD applications, included in gain on other assets, net. |
(2) |
Acquisition and realignment costs included employee severance and other payments attributable to acquisition or corporate realignment activities. Management does not consider these costs to be indicative of the Company's core operating results. |
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