UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 6, 2014
MILLENNIAL MEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
|
000-35478 |
|
20-5087192 |
|
(Commission File No.) |
|
(IRS Employer Identification No.) |
2400 Boston Street, Suite 201
Baltimore, MD 21224
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (410) 522-8705
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On August 11, 2014, Millennial Media, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2014. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Alan MacIntosh as a Director of the Company and Departure of Mollie Spilman as Executive Vice President, Global Sales & Operations
On August 8, 2014, Alan MacIntosh, a member of the Board of Directors of the Company (the “Board”) advised the Company of his intention to resign from the Board effective as of August 31, 2014.
On August 6, 2014, Mollie Spilman, the Company’s Executive Vice President, Global Sales & Operations, advised the Company of her intention to resign from her position and leave the Company effective as of August 15, 2014.
(c) Appointment of Michael Barrett as Principal Financial Officer of the Company
On August 7, 2014, the Board appointed Michael Barrett, the Company’s President and Chief Executive Officer, as the principal financial officer of the Company effective as of that date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
|
Description |
|
99.1 |
|
Press release, dated August 11, 2014. |
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.
|
Date: August 11, 2014 |
MILLENNIAL MEDIA, INC. | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Ho Shin |
|
|
|
Ho Shin |
|
|
|
General Counsel and Chief Privacy Officer |
Exhibit 99.1
MILLENNIAL MEDIA REPORTS 2014 SECOND QUARTER FINANCIAL RESULTS
Second Quarter Revenue $67.3 million
Baltimore, MD (August 11, 2014) — Millennial Media, Inc. (NYSE: MM), the leading independent mobile advertising platform company, today reported financial results for the second quarter ended June 30, 2014.
Financial Results and Business Highlights for the Second Quarter of 2014
Revenue: For the second quarter of 2014, revenue increased to $67.3 million from $57.0 million on a GAAP basis, a year over year increase of 18.1%. Revenue decreased from $81.3 million on a pro forma combined basis, a year over year decrease of 17.2%. Pro forma combined revenue is calculated as the sum of Millennial Media and Jumptap revenue for the entire second quarter of last year.
Gross Margin: Gross margin was 40.2% for the second quarter of 2014 on a GAAP basis and 40.6% for the second quarter of 2013 on a pro forma combined basis. For the second quarter of 2013, gross margin was 42.4% on a GAAP basis.
Net Income (Loss): For the second quarter of 2014, net loss was $(15.1) million, compared to net loss of $(3.1) million for the second quarter of 2013.
Adjusted EBITDA: For the second quarter of 2014, Adjusted EBITDA, a non-GAAP financial measure (see definition below), was $(6.1) million, compared to pro forma combined Adjusted EBITDA of $(0.4) million for the second quarter of 2013.
Net Income (Loss) per Share: For the second quarter of 2014, basic and diluted net loss per common share was $(0.14), compared to basic and diluted net loss per common share of $(0.04) for the second quarter of 2013.
Non-GAAP Net Income (Loss) Per Common Share: For the second quarter of 2014, non-GAAP net loss per common share was $(0.06), compared to non-GAAP net income per common share of $0.02 for the second quarter of 2013.
Other Business Metrics: As of June 30, 2014, Millennial Media reached over 650 million monthly unique users globally, including approximately 170 million monthly unique users in the United States alone. As of June 30, 2014, approximately 60,000 apps and mobile sites were enabled by mobile app developers to operate on Millennial Media’s platform, and Millennial Media had more than 650 million proprietary, anonymous active user profiles used for delivering the most relevant ads to consumers.
Outlook
Based on information available as of today, Millennial Media expects total revenue for the third quarter of 2014 to be in the range of $65 million to $70 million and Adjusted EBITDA to be a loss between $(7) million and $(8) million.
“As the mobile ad industry continues to shift and evolve, we too must grow and expand our unique assets,” said Michael Barrett, President and CEO, Millennial Media. “We will continue to strengthen our mobile network foundation, while accelerating our programmatic exchange and open platform to further
define our place in the market and reinvigorate revenue growth.”
Second Quarter 2014 Financial Results Conference Call: Millennial Media will host a conference call today at 5:00 p.m. ET to discuss its second quarter financial results, developments in its business, and the Company’s expectations for the third quarter of 2014. A live webcast of the event will be available on the Investor Relations page of the Millennial Media website at http://investors.millennialmedia.com. A live domestic dial-in is available at 866-825-3209 (U.S.) or 617-213-8061 (international) using passcode 99207445. If you are unable to listen to the live conference call, a replay will be available through August 18, 2014, and can be accessed by dialing 888-286-8010 (U.S.) or 617-801-6888 (international) using passcode 53176147. An archived version of the webcast will also be available at http://investors.millennialmedia.com.
Non-GAAP Financial Measures
To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), Millennial Media reports Adjusted EBITDA, which is a non-GAAP financial measure defined as net income or net loss before interest, taxes, depreciation, amortization, non-cash stock-based compensation and expenses related to acquisitions, such as costs for services of lawyers, investment bankers, accountants and other third parties and acquisition related severance costs, bonuses and retention bonuses and accrual of retention payments that represent contingent compensation to be recognized over a requisite period. We define non-GAAP net income (loss) per common share as Adjusted EBITDA divided by diluted weighted average common shares outstanding. The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that these measures provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. Non-GAAP financial measures should be considered in addition to results and guidance prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.
The Company also presents Adjusted EBITDA on a pro forma combined basis. Pro forma combined Adjusted EBITDA includes results of the Company’s Jumptap, Inc. subsidiary for the entire period. A reconciliation of historical Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, for each of Millennial Media and Jumptap and on a pro forma combined basis, is set forth in the tables following this release.
About Millennial Media
Millennial Media is the leading independent mobile advertising platform company, supporting the world’s top brands and mobile content providers. The Company’s unique data and technology assets enable its clients to connect with their target audiences as they move across screens, media, and moments. Millennial Media drives meaningful results at scale through a diverse suite of products fueled by innovation and the industry’s smartest minds. For more information, visit www.millennialmedia.com.
Forward-Looking Statements
The statements in this press release that are not historical facts constitute “forward-looking statements” that involve risks and uncertainties and are made pursuant to the Private Securities Litigation Reform Act of 1995. These forward-looking statements include expectations regarding financial results for the third quarter of 2014. The achievement or success of the matters covered by such forward-looking statements involve risks, uncertainties and assumptions, and if any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied
by the forward-looking statements we make. These risks and uncertainties include, but are not limited to, risks associated with our ability to continue to accelerate growth and provide enhanced gross margin performance; our ability to expand our developer and advertiser base and increase demand for our services; our ability to keep pace with technological and market developments and remain competitive against larger companies in our industry as well as potential new entrants into our markets; and our acquisition of Jumptap, including our ability to integrate the two businesses and realize the expected benefits from the acquisition. Further information on these and other factors that could affect our results is included in our Quarterly Report on Form 10-Q that will be filed for the quarter ended June 30, 2014 and other filings we make with the Securities and Exchange Commission from time to time. These documents are available on the ‘SEC Filings’ section of the Investor Relations page of our website at http://investors.millennialmedia.com.
The statements made in this release are based on information available to us as of the date of this release, and we assume no obligation and do not intend to update these forward-looking statements, except as required by law.
###
Investor Relations Contact
Joe Wilkinson
(443) 681-6238
IR@millennialmedia.com
Press Contact
Todd Cadley
(917) 521-6039
tcadley@millennialmedia.com
Millennial Media, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)
|
|
|
June 30, |
|
December 31, |
| ||
|
|
|
2014 |
|
2013 |
| ||
|
|
|
(unaudited) |
|
|
| ||
|
Assets |
|
|
|
|
| ||
|
Current assets: |
|
|
|
|
| ||
|
Cash and cash equivalents |
|
$ |
92,359 |
|
$ |
99,237 |
|
|
Restricted cash |
|
250 |
|
320 |
| ||
|
Accounts receivable, net of allowances of $3,979 and $4,773 as of June 30, 2014 and December 31, 2013, respectively |
|
71,630 |
|
109,056 |
| ||
|
Prepaid expenses and other current assets |
|
5,877 |
|
4,243 |
| ||
|
Total current assets |
|
170,116 |
|
212,856 |
| ||
|
|
|
|
|
|
| ||
|
Long-term assets: |
|
|
|
|
| ||
|
Property and equipment, net |
|
22,227 |
|
12,663 |
| ||
|
Restricted cash |
|
350 |
|
515 |
| ||
|
Goodwill |
|
135,522 |
|
135,489 |
| ||
|
Intangible assets, net |
|
53,172 |
|
57,706 |
| ||
|
Other assets |
|
1,786 |
|
375 |
| ||
|
Total long-term assets |
|
213,057 |
|
206,748 |
| ||
|
Total assets |
|
$ |
383,173 |
|
$ |
419,604 |
|
|
|
|
|
|
|
| ||
|
Liabilities and stockholders’ equity |
|
|
|
|
| ||
|
Current liabilities: |
|
|
|
|
| ||
|
Accounts payable and accrued expenses |
|
$ |
13,361 |
|
$ |
7,617 |
|
|
Accrued cost of revenue |
|
39,955 |
|
65,053 |
| ||
|
Accrued payroll and payroll related expenses |
|
8,296 |
|
8,767 |
| ||
|
Deferred revenue |
|
891 |
|
868 |
| ||
|
Total current liabilities |
|
62,503 |
|
82,305 |
| ||
|
|
|
|
|
|
| ||
|
Other long-term liabilities |
|
4,618 |
|
1,829 |
| ||
|
Total liabilities |
|
67,121 |
|
84,134 |
| ||
|
|
|
|
|
|
| ||
|
Stockholders’ equity: |
|
|
|
|
| ||
|
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of June 30, 2014 and December 31, 2013 |
|
— |
|
— |
| ||
|
Common stock, $0.001 par value, 250,000,000 shares authorized, 107,444,145 and 106,314,909 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively |
|
108 |
|
106 |
| ||
|
Additional paid-in capital |
|
409,384 |
|
400,716 |
| ||
|
Accumulated other comprehensive loss |
|
(247 |
) |
(196 |
) | ||
|
Accumulated deficit |
|
(93,193 |
) |
(65,156 |
) | ||
|
Total stockholders’ equity |
|
316,052 |
|
335,470 |
| ||
|
Total liabilities and stockholders’ equity |
|
$ |
383,173 |
|
$ |
419,604 |
|
Millennial Media, Inc.
Unaudited Consolidated Statements of Operations
(in thousands, except per share data)
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||
|
|
|
2014 |
|
2013 |
|
2014 |
|
2013 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Revenue |
|
$ |
67,308 |
|
$ |
57,009 |
|
$ |
139,928 |
|
$ |
106,447 |
|
|
Cost of revenue |
|
40,277 |
|
32,824 |
|
83,002 |
|
61,698 |
| ||||
|
Gross profit |
|
27,031 |
|
24,185 |
|
56,926 |
|
44,749 |
| ||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Sales and marketing |
|
13,433 |
|
8,351 |
|
26,970 |
|
16,493 |
| ||||
|
Technology and development |
|
7,458 |
|
4,071 |
|
14,967 |
|
8,264 |
| ||||
|
General and administrative |
|
21,184 |
|
14,785 |
|
42,936 |
|
26,742 |
| ||||
|
Total operating expenses |
|
42,075 |
|
27,207 |
|
84,873 |
|
51,499 |
| ||||
|
Loss from operations |
|
(15,044 |
) |
(3,022 |
) |
(27,947 |
) |
(6,750 |
) | ||||
|
Other income (expense) |
|
|
|
|
|
|
|
|
| ||||
|
Interest expense, net |
|
(35 |
) |
(10 |
) |
(63 |
) |
(21 |
) | ||||
|
Total other income (expense) |
|
(35 |
) |
(10 |
) |
(63 |
) |
(21 |
) | ||||
|
Loss before income taxes |
|
(15,079 |
) |
(3,032 |
) |
(28,010 |
) |
(6,771 |
) | ||||
|
Income tax expense |
|
(11 |
) |
(21 |
) |
(27 |
) |
(36 |
) | ||||
|
Net loss |
|
$ |
(15,090 |
) |
$ |
(3,053 |
) |
$ |
(28,037 |
) |
$ |
(6,807 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net loss per share: |
|
|
|
|
|
|
|
|
| ||||
|
Basic and diluted |
|
$ |
(0.14 |
) |
$ |
(0.04 |
) |
$ |
(0.26 |
) |
$ |
(0.09 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
| ||||
|
Basic and diluted |
|
107,038 |
|
79,553 |
|
106,795 |
|
79,237 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Stock-based compensation expense included above: |
|
|
|
|
|
|
|
|
| ||||
|
Sales and marketing |
|
$ |
176 |
|
$ |
227 |
|
$ |
637 |
|
$ |
446 |
|
|
Technology and development |
|
168 |
|
472 |
|
338 |
|
1,327 |
| ||||
|
General and administrative |
|
3,349 |
|
2,806 |
|
6,490 |
|
3,389 |
| ||||
Millennial Media, Inc.
Unaudited Pro Forma Combined Statement of Operations
(in thousands)
|
|
|
Three Months Ended March 31, 2013 |
|
Three Months Ended June 30, 2013 |
|
Six Months Ended June 30, 2013 |
| |||||||||||||||||||||
|
|
|
Millennial |
|
Jumptap |
|
Combined |
|
Millennial |
|
Jumptap |
|
Combined |
|
Millennial |
|
Jumptap |
|
Combined |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
Revenue |
|
$ |
49,438 |
|
$ |
15,184 |
|
$ |
64,622 |
|
$ |
57,009 |
|
$ |
24,309 |
|
$ |
81,318 |
|
$ |
106,447 |
|
$ |
39,493 |
|
$ |
145,940 |
|
|
Cost of revenue |
|
28,874 |
|
9,115 |
|
37,989 |
|
32,824 |
|
15,452 |
|
48,276 |
|
61,698 |
|
24,567 |
|
86,265 |
| |||||||||
|
Gross profit |
|
20,564 |
|
6,069 |
|
26,633 |
|
24,185 |
|
8,857 |
|
33,042 |
|
44,749 |
|
14,926 |
|
59,675 |
| |||||||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
Sales and marketing |
|
8,141 |
|
4,842 |
|
12,983 |
|
8,351 |
|
5,631 |
|
13,982 |
|
16,492 |
|
10,473 |
|
26,965 |
| |||||||||
|
Technology and development |
|
4,193 |
|
3,922 |
|
8,115 |
|
4,071 |
|
4,271 |
|
8,342 |
|
8,264 |
|
8,193 |
|
16,457 |
| |||||||||
|
General and administrative |
|
11,956 |
|
1,764 |
|
13,720 |
|
14,785 |
|
1,776 |
|
16,561 |
|
26,741 |
|
3,541 |
|
30,281 |
| |||||||||
|
Total operating expenses |
|
24,290 |
|
10,528 |
|
34,818 |
|
27,207 |
|
11,678 |
|
38,885 |
|
51,497 |
|
22,207 |
|
73,703 |
| |||||||||
|
Loss from operations |
|
(3,726 |
) |
(4,459 |
) |
(8,185 |
) |
(3,022 |
) |
(2,821 |
) |
(5,843 |
) |
(6,748 |
) |
(7,281 |
) |
(14,028 |
) | |||||||||
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
Interest expense, net |
|
(11 |
) |
(61 |
) |
(72 |
) |
(10 |
) |
(237 |
) |
(247 |
) |
(21 |
) |
(298 |
) |
(319 |
) | |||||||||
|
Total other income (expense) |
|
(11 |
) |
(61 |
) |
(72 |
) |
(10 |
) |
(237 |
) |
(247 |
) |
(21 |
) |
(298 |
) |
(319 |
) | |||||||||
|
Loss before income taxes |
|
(3,737 |
) |
(4,520 |
) |
(8,257 |
) |
(3,032 |
) |
(3,058 |
) |
(6,090 |
) |
(6,769 |
) |
(7,579 |
) |
(14,347 |
) | |||||||||
|
Income tax expense |
|
(16 |
) |
— |
|
(16 |
) |
(21 |
) |
— |
|
(21 |
) |
(37 |
) |
— |
|
(37 |
) | |||||||||
|
Net loss |
|
$ |
(3,753 |
) |
$ |
(4,520 |
) |
$ |
(8,273 |
) |
$ |
(3,053 |
) |
$ |
(3,058 |
) |
$ |
(6,111 |
) |
$ |
(6,806 |
) |
$ |
(7,579 |
) |
$ |
(14,384 |
) |
Millennial Media, Inc.
Reconciliation of Net Loss to Non-GAAP Adjusted EBITDA
and Non-GAAP Pro Forma Combined Net Loss to Non-GAAP Adjusted EBITDA
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Combined |
| ||||||||
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
Three Months Ended |
|
Six Months Ended |
| ||||||||||
|
|
|
2014 |
|
2013 |
|
2014 |
|
2013 |
|
2013 |
|
2013 |
| ||||||
|
Net loss |
|
$ |
(15,090 |
) |
$ |
(3,053 |
) |
$ |
(28,037 |
) |
$ |
(6,807 |
) |
$ |
(6,111 |
) |
$ |
(14,384 |
) |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Interest expense, net |
|
35 |
|
10 |
|
63 |
|
21 |
|
217 |
|
426 |
| ||||||
|
Income tax expense |
|
11 |
|
21 |
|
27 |
|
36 |
|
21 |
|
36 |
| ||||||
|
Depreciation and amortization expense |
|
4,264 |
|
1,061 |
|
8,211 |
|
2,002 |
|
1,453 |
|
2,699 |
| ||||||
|
Acquisition-related costs |
|
976 |
|
120 |
|
1,251 |
|
481 |
|
120 |
|
481 |
| ||||||
|
Deferred compensation |
|
— |
|
250 |
|
250 |
|
250 |
|
250 |
|
250 |
| ||||||
|
Stock-based compensation expense |
|
3,693 |
|
3,505 |
|
7,465 |
|
5,162 |
|
3,624 |
|
5,394 |
| ||||||
|
Jumptap warrant and derivative (income) loss |
|
— |
|
— |
|
— |
|
— |
|
30 |
|
(108 |
) | ||||||
|
Total net adjustments |
|
8,979 |
|
4,967 |
|
17,267 |
|
7,952 |
|
5,715 |
|
9,178 |
| ||||||
|
Adjusted EBITDA |
|
$ |
(6,111 |
) |
$ |
1,914 |
|
$ |
(10,770 |
) |
$ |
1,145 |
|
$ |
(396 |
) |
$ |
(5,206 |
) |
Reconciliation of Net Loss per share to Non-GAAP Net Income (loss) per share
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||
|
|
|
2014 |
|
2013 |
|
2014 |
|
2013 |
| ||||
|
Net loss per share |
|
$ |
(0.14 |
) |
$ |
(0.04 |
) |
(0.26 |
) |
(0.09 |
) | ||
|
Adjustments: |
|
|
|
|
|
|
|
|
| ||||
|
Interest expense, net |
|
— |
|
— |
|
— |
|
— |
| ||||
|
Income tax expense |
|
— |
|
— |
|
— |
|
— |
| ||||
|
Depreciation and amortization expense |
|
0.04 |
|
0.01 |
|
0.08 |
|
0.02 |
| ||||
|
Acquisition-related costs |
|
0.01 |
|
0.00 |
|
0.01 |
|
0.01 |
| ||||
|
Deferred compensation |
|
— |
|
— |
|
— |
|
— |
| ||||
|
Stock-based compensation expense |
|
0.03 |
|
0.05 |
|
0.07 |
|
0.07 |
| ||||
|
Total net adjustments |
|
0.08 |
|
0.06 |
|
0.16 |
|
0.10 |
| ||||
|
Diluted non-GAAP net income (loss) per share |
|
$ |
(0.06 |
) |
$ |
0.02 |
|
$ |
(0.10 |
) |
$ |
0.01 |
|
|
Weighted average common shares outstanding - dilutive |
|
107,038 |
|
83,192 |
|
106,795 |
|
83,247 |
| ||||