Exhibit 99.1
ACTIVE Network Reports Third Quarter 2013 Financial Results
| • | Third Quarter Revenue of $117.5 Million |
| • | Third Quarter Adjusted EBITDA of $16.4 Million |
SAN DIEGO, CALIF. – October 30, 2013 –ACTIVE Network (NYSE: ACTV), the leader in cloud-based activity and participant management™ solutions, today announced its financial results for the third quarter ended September 30, 2013.
Q3 2013 Financial Highlights:
(All comparisons are made to the third quarter of 2012)
| • | Total net revenue up 8% to $117.5 million. |
| • | Technology revenue increased 9% and constituted 89%, or $104.4 million, of total net revenue. |
| • | Net registration revenue increased 9% to $79.0 million; registrations grew 6% and revenue per registration was up 2%. |
| • | Marketing services revenue constituted 11%, or $13.1 million, of total net revenue. |
| • | Net loss was $5.3 million, compared to net loss of $6.0 million. |
| • | Adjusted EBITDA, a non-GAAP financial measure, was $16.4 million. |
| • | Excluding charges related to transaction costs associated with ACTIVE Network entering into a definitive agreement to be acquired by Vista Equity Partners and management changes, Adjusted EBITDA was $19.5 million, up 27%. |
“I am pleased with our third quarter results,” said Jon Belmonte, Interim CEO of ACTIVE Network. “During the quarter, we entered into a definitive agreement to be acquired by Vista Equity Partners, which we believe will be a very positive event for stockholders and will help position us to further capitalize on the market opportunity.”
Q3 2013 Key Business Highlights
| • | Marquee customer highlights included wins from Run or Dye, Kentucky Derby Festival Marathon, Monterey County Parks (CA), Arkansas State Parks, and Informatica World 2014 and 2015. |
| • | ACTIVE Network launched a new version of ACTIVE RegOnline™, the Company’s entry-level online event-management solution. The new ACTIVE RegOnline makes it easier for event planners from Small and Mid-sized Businesses (SMBs) and associations, to plan, promote, and manage events of all sizes. |
| • | ACTIVE Network saw a 5% increase in summer camping across U.S. Federal parks, 30+ states, and regional and private partners. ThroughReserveAmerica.com, ACTIVE Network provides consumers with the ability to search and reserve from more than 210,000 campsites. |
Merger Agreement with Vista Equity Partners
On September 28, 2013, ACTIVE Network entered into a definitive agreement to be acquired by affiliates of Vista Equity Partners (“Vista”), a leading private equity firm focused on investments in software, data and technology-enabled businesses, in a transaction valued at approximately $1.05 billion. Pursuant to the agreement, Vista has commenced a tender offer to acquire all of the outstanding shares of ACTIVE Network’s common stock for $14.50 per share, in cash, payable without interest and less any applicable withholding taxes. Any shares not tendered in the offer will be acquired in a second-step merger at the same cash price as paid in the tender offer. The transaction is expected to close before the end of the fourth quarter of 2013. Upon the completion of the transaction, ACTIVE Network will become a privately held company.
Conference Call Information
Due to the previously announced merger agreement with Vista, ACTIVE Network will not host a conference call in conjunction with today’s release of its third quarter 2013 results and will not be updating prior financial guidance or providing financial guidance for future periods.
About ACTIVE Network
ACTIVE Network (NYSE: ACTV) is on a mission to make the world a more active place. With deep expertise in activity and participant management™, our ACTIVE Works® cloud technology helps organizations transform and grow their businesses. We do this throughtechnology solutions that power the world’s activities, as well as online destinations such asACTIVE.com® that connect people with the things they love to do. Serving ~55,000 global business customers and driving ~90 million transactions annually, we help organizations get participants, manage their events and build communities. ACTIVE Network is headquartered in San Diego, California and has over 30 offices worldwide. Learn more atACTIVEnetwork.com orACTIVE.com and engage with us on Twitter@ACTIVEnetwork,@ACTIVE and onFacebook.
Note With Respect to Non-GAAP Financial Measures
In addition to using GAAP financial results, the Company’s management measures and reports non-GAAP financial measures including Adjusted EBITDA, Non-GAAP net income (loss) and Non-GAAP net income (loss) per share. The most directly comparable GAAP financial results for these non-GAAP
financial measures are Net income (loss), Net income (loss) and Net income (loss) per share, respectively. Management uses these non-GAAP financial measures to evaluate the Company’s performance and operations. Management also uses these non-GAAP financial measures for business planning, to evaluate acquisition opportunities and as a measurement to create incentives and to compensate the Company’s management team. In addition, management believes the exclusion or inclusion of certain amounts in calculating these non-GAAP financial measures can provide a useful measure to investors for period-to-period comparisons. These non-GAAP financial measures, however, should be used in addition to, and in conjunction with, the Company’s financial results presented in accordance with GAAP. The Company strongly encourages investors to review its financial statements in their entirety and to not rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare the Company’s results with other companies’ non-GAAP financial measures having the same or similar names. Please see Reconciliation of GAAP to Non-GAAP Results below for a reconciliation of our GAAP to non-GAAP financial measures.
Forward-Looking Statements
The Active Network, Inc. cautions you that the statements included in this press release that are not a description of historical facts are forward-looking statements within the meaning of the federal securities laws. Any such statements are subject to substantial risks and uncertainties, including the Company’s ability to generate revenue and control expenses in order to achieve and maintain profitability, the Company’s ability to maintain an adequate rate of growth and improve its operations, including growing its registrations and revenue from registrations, and the Company’s ability to successfully manage its acquisitions and investments in businesses, applications and technologies, the effects of the Company’s recent management change, and the Company’s ability to successfully consider and evaluate its strategic alternatives, as well as the other risks detailed from time to time in the reports it files with the Securities and Exchange Commission. As a result of these risks and uncertainties, the Company’s actual results may differ materially from those expressed in any forward-looking statements. This press release also contains forward-looking statements with respect to the tender offer and related transactions, including the benefits expected from the acquisition and the expected timing of the completion of the transaction. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risks, including uncertainties regarding the timing of the closing of the transaction, uncertainties as to the number of the Company’s stockholders who may tender their stock in the tender offer, the possibility that various closing conditions for the transaction may not be satisfied or waived, and general economic and business conditions. Factors that could cause actual results of the tender offer to differ materially include the following: the risk of failing to satisfy conditions to the transaction, the risk that Vista is unable to obtain adequate financing, the risk that the transaction will not close or that closing will be delayed, the risk that the Company’s business will suffer due to uncertainty related to the transaction, the competitive environment in the Company’s industry and competitive responses to the transaction. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof.
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© 2013 The Active Network, Inc. All rights reserved. ACTIVE.com, ACTIVE Works and StarCite are registered trademarks of The Active Network, Inc. ACTIVE Network is a trademark of The Active Network, Inc. All other trademarks are the property of their respective owners.
Notice to Investors
This press release is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of ACTIVE Network’s common stock. The solicitation and the offer to purchase shares of ACTIVE Network’s common stock described in this press release will be made only pursuant to the offer to purchase and related materials that Vista has filed on Schedule TO with the SEC. In addition, ACTIVE Network has filed its recommendation of the tender offer on Schedule 14D-9 with the SEC. Additionally, ACTIVE Network and Vista will file other relevant materials in connection with the proposed acquisition of ACTIVE Network by Vista pursuant to the terms of the merger agreement. INVESTORS AND STOCKHOLDERS OF ACTIVE NETWORK ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available), at the SEC’s web site at www.sec.gov or by contacting the investor relations department of ACTIVE Network at 10182 Telesis Court, San Diego, California 92121, by telephone at (858) 964-3834 or by email at PR@activenetwork.com.
| Media Contact: | Investor Contact: | |
| Kristin Carroll, ACTIVE Network | Brinlea Johnson, The Blueshirt Group | |
| PR@ACTIVEnetwork.com | Brinlea@blueshirtrgroup.com | |
| 1- 858- 964-3834 | 1-212-331-8424 | |
| Allise Furlani, The Blueshirt Group | ||
| allise@blueshirtgroup.com | ||
| 212-331-8433 | ||
THE ACTIVE NETWORK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
Net Revenue: | ||||||||||||||||
Technology revenue | $ | 104,407 | $ | 96,170 | $ | 318,870 | $ | 288,445 | ||||||||
Marketing services revenue | 13,128 | 13,049 | 37,036 | 36,776 | ||||||||||||
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Total net revenue | 117,535 | 109,219 | 355,906 | 325,221 | ||||||||||||
Cost of net revenue: | ||||||||||||||||
Cost of technology revenue | 50,896 | 45,571 | 156,355 | 142,038 | ||||||||||||
Cost of marketing services revenue | 916 | 1,826 | 3,131 | 5,257 | ||||||||||||
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Total cost of net revenue | 51,812 | 47,397 | 159,486 | 147,295 | ||||||||||||
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Gross profit | 65,723 | 61,822 | 196,420 | 177,926 | ||||||||||||
Operating expenses: | ||||||||||||||||
Sales and marketing | 25,307 | 24,154 | 79,281 | 73,462 | ||||||||||||
Research and development | 20,703 | 20,624 | 63,375 | 62,954 | ||||||||||||
General and administrative | 20,441 | 15,862 | 61,980 | 49,309 | ||||||||||||
Amortization of intangibles | 3,956 | 5,492 | 12,396 | 16,780 | ||||||||||||
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Total operating expenses | 70,407 | 66,132 | 217,032 | 202,505 | ||||||||||||
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Loss from operations | (4,684 | ) | (4,310 | ) | (20,612 | ) | (24,579 | ) | ||||||||
Interest income | 13 | 23 | 44 | 73 | ||||||||||||
Interest expense | (151 | ) | (239 | ) | (486 | ) | (480 | ) | ||||||||
Other income (expense), net | 431 | 486 | (592 | ) | 1,363 | |||||||||||
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Loss before provision for income taxes | (4,391 | ) | (4,040 | ) | (21,646 | ) | (23,623 | ) | ||||||||
Provision for income taxes | 904 | 1,982 | 3,349 | 5,062 | ||||||||||||
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Net loss | $ | (5,295 | ) | $ | (6,022 | ) | $ | (24,995 | ) | $ | (28,685 | ) | ||||
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Net loss per share: | ||||||||||||||||
Basic and diluted | $ | (0.08 | ) | $ | (0.10 | ) | $ | (0.40 | ) | $ | (0.49 | ) | ||||
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Weighted-average shares: | ||||||||||||||||
Basic and diluted | 62,757 | 59,444 | 61,718 | 58,259 | ||||||||||||
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THE ACTIVE NETWORK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
| September 30, 2013 | December 31, 2012 | |||||||
| (Unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 103,330 | $ | 58,493 | ||||
Restricted cash | 308 | 1,145 | ||||||
Registration receivable | 22,580 | 16,260 | ||||||
Accounts receivable, net | 51,774 | 51,363 | ||||||
Inventories | 3,918 | 4,809 | ||||||
Prepaid expenses and other current assets | 10,548 | 8,922 | ||||||
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Total current assets | 192,458 | 140,992 | ||||||
Property and equipment, net | 42,500 | 41,236 | ||||||
Software development costs, net | 49,073 | 51,151 | ||||||
Goodwill | 242,869 | 243,716 | ||||||
Intangible assets, net | 46,564 | 62,806 | ||||||
Other long-term assets | 2,600 | 2,569 | ||||||
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Total assets | $ | 576,064 | $ | 542,470 | ||||
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Liabilities and stockholders’ equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 3,107 | $ | 8,174 | ||||
Registration fees payable | 88,125 | 61,272 | ||||||
Accrued expenses | 51,669 | 38,865 | ||||||
Deferred revenue | 69,715 | 66,846 | ||||||
Capital lease obligations, current portion | 2,278 | 2,774 | ||||||
Other current liabilities | 3,495 | 4,373 | ||||||
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Total current liabilities | 218,389 | 182,304 | ||||||
Capital lease obligations, net of current portion | 1,088 | 2,462 | ||||||
Other long-term liabilities | 5,690 | 6,192 | ||||||
Deferred tax liability | 21,427 | 19,065 | ||||||
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Total liabilities | 246,594 | 210,023 | ||||||
Stockholders’ equity: | ||||||||
Common stock | 64 | 62 | ||||||
Treasury stock | (11,959 | ) | (11,959 | ) | ||||
Additional paid-in capital | 676,592 | 653,694 | ||||||
Accumulated other comprehensive income | 8,052 | 8,934 | ||||||
Accumulated deficit | (343,279 | ) | (318,284 | ) | ||||
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Total stockholders’ equity | 329,470 | 332,447 | ||||||
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Total liabilities and stockholders’ equity | $ | 576,064 | $ | 542,470 | ||||
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THE ACTIVE NETWORK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2013 | 2012 | |||||||
Operating activities | ||||||||
Net loss | $ | (24,995 | ) | $ | (28,685 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Depreciation and amortization of property and equipment | 30,311 | 23,995 | ||||||
Amortization of intangible assets | 15,970 | 21,132 | ||||||
Stock-based compensation expense | 19,086 | 11,992 | ||||||
Deferred tax liability | 2,391 | 3,046 | ||||||
Other non-cash items | (935 | ) | (2,431 | ) | ||||
Change in operating assets and liabilities, net of effect of acquisitions: | ||||||||
Restricted cash | 837 | 627 | ||||||
Registration receivable | (6,321 | ) | (4,274 | ) | ||||
Accounts receivable | (453 | ) | (2,483 | ) | ||||
Inventories | 891 | (1,831 | ) | |||||
Prepaid expenses and other assets | (1,680 | ) | (2,692 | ) | ||||
Accounts payable and accrued expenses | 10,884 | 3,416 | ||||||
Registration fees payable | 26,854 | 252 | ||||||
Deferred revenue | 3,105 | 13,914 | ||||||
Other liabilities | (329 | ) | 1,170 | |||||
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Net cash provided by operating activities | 75,616 | 37,148 | ||||||
Investing activities | ||||||||
Purchases of property and equipment | (16,690 | ) | (12,665 | ) | ||||
Capitalized software development | (16,266 | ) | (17,194 | ) | ||||
Cash paid for acquisitions, net of cash acquired | — | (38,037 | ) | |||||
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Net cash used in investing activities | (32,956 | ) | (67,896 | ) | ||||
Financing activities | ||||||||
Proceeds from issuance of common stock | 5,444 | 9,247 | ||||||
Payments on capital lease obligations | (1,869 | ) | (3,552 | ) | ||||
Payments of employee tax withholdings from equity transactions | (1,896 | ) | — | |||||
Proceeds (repayment) of long-term debt | — | (5,000 | ) | |||||
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Net cash provided by financing activities | 1,679 | 695 | ||||||
Effect of exchange rates on cash | 498 | (147 | ) | |||||
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Net increase (decrease) in cash and cash equivalents | 44,837 | (30,200 | ) | |||||
Cash and cash equivalents at beginning of period | 58,493 | 108,699 | ||||||
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Cash and cash equivalents at end of period | $ | 103,330 | $ | 78,499 | ||||
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THE ACTIVE NETWORK, INC.
SUPPLEMENTARY DATA
(In thousands, except revenue per registration)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
| September 30, | % change | September 30, | % change | |||||||||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
| Operational Data: | ||||||||||||||||||||||||
Net registration revenue | $ | 78,957 | $ | 72,703 | 9 | % | $ | 241,768 | $ | 220,076 | 10 | % | ||||||||||||
Registrations | 26,840 | 25,207 | 6 | % | 74,716 | 71,466 | 5 | % | ||||||||||||||||
Net registration revenue per registration | $ | 2.94 | $ | 2.88 | 2 | % | $ | 3.24 | $ | 3.08 | 5 | % | ||||||||||||
| Three Months Ended | % or bps change | Nine Months Ended | % or bps change | |||||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
GAAP and Non-GAAP Gross Profit Margin: | ||||||||||||||||||||||||
Total net revenue | $ | 117,535 | $ | 109,219 | 8 | % | $ | 355,906 | $ | 325,221 | 9 | % | ||||||||||||
GAAP gross profit | $ | 65,723 | $ | 61,822 | 6 | % | $ | 196,420 | $ | 177,926 | 10 | % | ||||||||||||
Add back: stock-based compensation | 174 | 222 | 457 | 474 | ||||||||||||||||||||
Add back: depreciation & amortization | 10,166 | 8,060 | 29,766 | 23,728 | ||||||||||||||||||||
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Non-GAAP gross profit | $ | 76,063 | $ | 70,104 | 9 | % | $ | 226,643 | $ | 202,128 | 12 | % | ||||||||||||
Gross profit margin: | ||||||||||||||||||||||||
GAAP gross profit margin | 55.9 | % | 56.6 | % | (70) bps | 55.2 | % | 54.7 | % | 50 bps | ||||||||||||||
Non-GAAP gross profit margin | 64.7 | % | 64.2 | % | 50 bps | 63.7 | % | 62.2 | % | 150 bps | ||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Stock-Based Compensation Expense: | ||||||||||||||||||||||||
Cost of net revenue | $ | 174 | $ | 222 | $ | 457 | $ | 474 | ||||||||||||||||
Sales and marketing | 1,242 | 1,007 | 2,833 | 2,709 | ||||||||||||||||||||
Research and development | 674 | 662 | 1,683 | 1,782 | ||||||||||||||||||||
General and administrative | 3,544 | 2,770 | 14,113 | 7,027 | ||||||||||||||||||||
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Total stock-based compensation (1) | $ | 5,634 | $ | 4,661 | $ | 19,086 | $ | 11,992 | ||||||||||||||||
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| (1) | Management change costs included $0.6 million in stock-based compensation in the three months ended September 30, 2013, and $6.3 million in stock-based compensation in the nine months ended September 30, 2013 associated with the May and July 2013 separation agreements for the company’s former Executive Chairman and Chairman of the Board, Chief Executive Officer, and Chief Legal Officer. |
THE ACTIVE NETWORK, INC.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Non-GAAP Earnings: | ||||||||||||||||
Non-GAAP net income (loss): | ||||||||||||||||
GAAP net loss | $ | (5,295 | ) | $ | (6,022 | ) | $ | (24,995 | ) | $ | (28,685 | ) | ||||
Add back: stock-based compensation (1) | 5,634 | 4,661 | 19,086 | 11,992 | ||||||||||||
Add back: amortization of intangibles | 5,137 | 6,900 | 15,970 | 21,132 | ||||||||||||
Income tax effect | (3,770 | ) | (4,046 | ) | (12,270 | ) | (11,593 | ) | ||||||||
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Non-GAAP net income (loss) | $ | 1,706 | $ | 1,493 | $ | (2,209 | ) | $ | (7,154 | ) | ||||||
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Add back: management change and deal costs (1) | 3,100 | — | 4,800 | — | ||||||||||||
Income tax effect | (1,085 | ) | — | (1,680 | ) | — | ||||||||||
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Non-GAAP net income (loss) excluding management change and deal costs | $ | 3,721 | $ | 1,493 | $ | 911 | $ | (7,154 | ) | |||||||
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Weighted-average shares: | ||||||||||||||||
Basic | 62,757 | 59,444 | 61,718 | 58,259 | ||||||||||||
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Diluted | 67,941 | 64,708 | 65,666 | 58,259 | ||||||||||||
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Non-GAAP net income (loss) per share: | ||||||||||||||||
Basic | $ | 0.03 | $ | 0.03 | $ | (0.04 | ) | $ | (0.12 | ) | ||||||
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Diluted | $ | 0.03 | $ | 0.02 | $ | (0.04 | ) | $ | (0.12 | ) | ||||||
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Non-GAAP net income (loss) per share excluding management change and deal costs: | ||||||||||||||||
Basic | $ | 0.06 | $ | 0.03 | $ | 0.01 | $ | (0.12 | ) | |||||||
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Diluted | $ | 0.05 | $ | 0.02 | $ | 0.01 | $ | (0.12 | ) | |||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Adjusted EBITDA: | ||||||||||||||||
Net loss | $ | (5,295 | ) | $ | (6,022 | ) | $ | (24,995 | ) | $ | (28,685 | ) | ||||
Add back: interest expense, net | 138 | 216 | 442 | 407 | ||||||||||||
Add back: provision for income taxes | 904 | 1,982 | 3,349 | 5,062 | ||||||||||||
Add back: depreciation and amortization | 15,422 | 15,033 | 46,281 | 45,127 | ||||||||||||
Add back: stock-based compensation (1) | 5,634 | 4,661 | 19,086 | 11,992 | ||||||||||||
Add back: other (income) expense, net | (431 | ) | (486 | ) | 592 | (1,363 | ) | |||||||||
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Adjusted EBITDA | $ | 16,372 | $ | 15,384 | $ | 44,755 | $ | 32,540 | ||||||||
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Add back: management change and deal costs (1) | 3,100 | — | 4,800 | — | ||||||||||||
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Adjusted EBITDA excluding management change and deal costs | $ | 19,472 | $ | 15,384 | $ | 49,555 | $ | 32,540 | ||||||||
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| (1) | Management change costs included $0.6 million in stock-based compensation and $0.4 million in other costs in the three months ended September 30, 2013, and $6.3 million in stock-based compensation and $1.9 million in other costs in the nine months ended September 30, 2013 associated with the May and July 2013 separation agreements for the company’s former Executive Chairman and Chairman of the Board, Chief Executive Officer, and Chief Legal Officer. Deal costs included $2.7 million for banking, accounting and legal costs in the three months ended September 30, 2013 and $2.9 million in the nine months ended September 30, 2013. |