UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 of 15(d)

of the Securities Exchange Act of 1934

January 14, 2015

Date of Report (Date of earliest event reported)

 

 

LOCAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34197   33-0849123

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

7555 Irvine Center Drive

Irvine, California 92618

(Address of principal executive offices)

(949) 784-0800

(Registrant’s telephone number, including area code)

N/A

(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 issuer under any of the following provisions:

 

¨ 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 7.01 Regulation FD Disclosure.

On January 14, 2015, Local Corporation (the “Registrant”) updated its corporate presentation and posted it on the Registrant’s website available at ir.local.com. A copy of the presentation is attached as Exhibit 99.1.

The information in this Current Report on Form 8-K and accompanying exhibit is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The presentation materials contain a reference to non-GAAP financial information and include a reconciliation of those non-GAAP financial measures to the comparable GAAP financial measures.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 99.1    Local Corporation Corporate Overview dated 1Q2015.


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.

 

    LOCAL CORPORATION
Date: January 14, 2015     By:  

/s/ Kenneth S. Cragun

      Kenneth S. Cragun
      Chief Financial Officer and Secretary


Exhibit Index

 

Exhibit

Number

  

Description

Exhibit 99.1    Local Corporation Corporate Overview dated 1Q2015.


Exhibit 99.1


2
Corporate Overview – January 2015
Certain matters being discussed by Local Corporation’s management today include
forward looking statements which are made pursuant to the Safe Harbor provisions
of section 21-E of the Securities Exchange Act of 1934. Investors are cautioned that
statements which are not strictly historical statements, including statements
concerning future expected financial performance, management objectives and
plans for future operations, our relationships with strategic or other partners, the
release of new products or services or enhancements to existing products or
services, our expectations regarding potential acquisitions and the future
performance of past acquisitions including our ability to realize expected synergies,
trends in the market for our current or planned products or services, and market
acceptance of our products or services, constitute forward looking statements.
The forward looking statements include, but are not limited to, any statements
containing the words “expect”, “anticipate”, “estimates”, “believes”, “should”,  “could”,
“may”, “possibly”, and similar expressions and the negatives thereof. These forward
looking statements involve a number of risks and uncertainties that could cause
actual results to differ materially from the forward looking statements. Those risks
and uncertainties are detailed in the company’s filings from time to time with the
Securities and Exchange Commission. The information contained in the forward
looking statements is provided as of the date of such oral statements and the
company disclaims any obligation to update such statements.
Adjusted EBITDA is defined as net income (loss) excluding: provision for income
taxes; interest and other income (expense), net; depreciation; amortization; stock-
based compensation charges; gain or loss on derivatives’ revaluation; net income
(loss) from discontinued operations; LEC receivables reserve; finance-related
charges; accrued lease liability/asset; severance charges; and an expense related
to a settlement accrual.
Adjusted EBITDA, as defined above, is not a measurement under GAAP. Adjusted
EBITDA is reconciled to net loss and loss per share, which we believe are the most
comparable GAAP measures, at the end of this presentation. 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 marketable securities, expense
from the company’s financing transactions and the costs associated with income
tax expense, capital investments, stock-based compensation expense, warrant
revaluation charges, and non-recurring charges 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.
A limitation of non-GAAP Adjusted EBITDA is that it excludes items that often
have a material effect on the company’s net income and earnings per common
share calculated in accordance with GAAP. Therefore, management
compensates for this limitation by using Adjusted EBITDA in conjunction with
GAAP net loss and loss per 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 as a base-line 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
reconciliation to GAAP (as noted above), it may provide greater insight into the
company’s financial results. The non-GAAP measures should be viewed as a
supplement to, and not as a substitute for, or superior to, GAAP net income or
earnings per share


3
Founded/IPO
Ticker
Flagship Site
1999/2004
LOCM (NASDAQ)
Local.com –
Top US Site
Headquarters
Employees
Patents
Irvine, CA
~70
13 + applications pending
Reasons to invest
Owner of large scale premium
commercial intent audience
Moving into rapidly growing
programmatic market
Building large captive mobile
phone user base
Focused on driving profitable
growth and asset value
Corporate Overview – January 2015
Audience
226M
consumers
Reach
3B impressions
per month
Intent
Locally-focused
consumer search
Technology
Patented content
& localization
engine


4
AUDIENCE
226M consumers
OLD BUSINESS MODEL:
NEW BUSINESS MODEL:
Opportunistic short term focus
High revenue concentration risk
Limited innovation
Focus on complex SMB market
Corporate Overview – January 2015
Long term value creation; bottom-line driven
Diverse revenue streams
Rapid, lean product iteration and innovation
Differentiated value propositions
Shift to enterprise advertisers


5
Publisher Partner
Network
Flagship local search destination
White labeled hosted search
White labeled hosted directory
Display advertising
Corporate Overview – January 2015


6
6
3B search queries monthly
42M queries monthly
17M
unique
users
monthly
10M queries monthly
26M mobile subscribers
Soon to = 200M+ global monthly searches
Direct
advertisers
Programmatic
retargeting
Audience
Intention
Behavior
Location
Device
$
Then monetize via direct advertisers and programmatic retargeting
Corporate Overview – January 2015
(500M queries/yr)
(200M
queries/yr)


7
Programmatic Digital Display Spending
in the U.S. (Billions)
Valuation of peers in the space
Where we play
Rubicon
$591M (2015)     
Pubmatic
~$1B (2013)
Reaches over
$20B by 2016
Admeld
$400M
(2011
Google
acquired)     
-Business Insider, Nov. 2014
Corporate Overview – January 2015


8
Corporate Overview – January 2015
PROGRAMMATIC WORKFLOW


Advertisers
9
Quality
controls
DMP platform
First party
search data
Media buying
expertise
Optimization
platform
Smart
segmentation
Publishers
Local’s advantage:
We own our audience.
Corporate Overview – January 2015
= in progress
= in place


10
Preliminary results and guidance as of January 12, 2015. An explanation of the Company’s use of Non-GAAP measures is set forth on Slide 20
Preliminary results
Corporate Overview – January 2015
Full Year 2014
$82.8M -
$83.3M
in revenue
$5.5M -
$5.7M
in net loss
$2.2M and $2.4M in
Adjusted EBITDA
2015 Guidance
Revenue between $82M and $86M
Adjusted EBITDA between
$3M and $4M
Q4 2014
$16.0M
-
$16.5M
in revenue
$200K
Breakeven
in net loss
$100K -
$300K in
Adjusted EBITDA
positive for the 8
th 
consecutive quarter


11
Four drivers of growth
nQuery carrier expansion
Network programmatic  
media buying
Programmatic audience
extension
Expansion of O&O
category pages
Corporate Overview – January 2015
Note: See reconciliation of Adjusted EBITDA to GAAP net income at presentation end



13
Focused on driving profitable
growth and asset value
Owner of large scale premium
commercial intent audience
Moving into rapidly growing
programmatic market
1
2
3
4
Building large captive mobile
phone user base
Corporate Overview – January 2015


Fred Thiel
Chairman & CEO
fred@local.com
Local Corporation
| 7555 Irvine Center Drive | Irvine CA 92618 | 949.784.0800 | www.localcorporation.com
Ken Cragun
CFO
kcragun@local.com
14
Corporate Overview – January 2015


15
Corporate Overview – January 2015


16
The patent descriptions herein do not constitute the legal opinion or advice of the patent owner or
their counsel. The reader is encouraged to seek the advice of their own counsel regarding the
scope
of any domestic or foreign patents.
Settlement reached
In September, the lawsuit against Fry's
Electronics regarding the infringement of Local's
U.S. patent 7062453, (‘453’) patent, which covers
messaging systems for dynamic networked
commerce architecture, was settled to the mutual
satisfaction of the parties and Fry's Electronics
agreed to license the patent.
Continuing our efforts
with partners to enforce our intellectual property
rights
We believe we have the opportunity
for
strong monetization of our
proven patents.
Corporate Overview – January 2015


Improved user experience
Scalable template
Positive margin upside
Expands audience acquisition
First of many new verticals include:
Yellowpages
Movies
Homes for sale
Jobs
Weather
Coupons
17
Corporate Overview – January 2015


18
Fred Thiel
Chairman of the Board & Chief Executive Officer
Director since January 2013, chairman since May 2014
25+ years leading technology, data communications,
Internet, Big Data, digital media and software companies
Formerly CEO at GameSpy Industries and Lantronix
(LTRX) and executive at Triton Pacific Capital Partners,
TechStarter Ventures and Graham Partners
John M. Payne
Director
Director since June 2014
30+ years of experience leading public and private companies
specializing
in
early
stage
software
and
technology
companies
as
well as significant IP licensing strategies
CEO of SimpleAir, Inc., an inventor-owned technology licensing
company with mobile interests and intellectual property assets
Stamps.com (NASDAQ: STMP), Day Software (SWX: DAYN), CEO of
10+ digital technology and enterprise security companies
Serving as MD Outset Ventures and as an advisory board member for
Digital Offering LLC.
John E. Rehfeld
Director
Director since August 2005 and lead independent director from
December 2005 to October 2011
30+ years of strategic leadership experience
Adjunct professor of marketing and strategy for the Executive MBA
Program at Pepperdine University, since 1998 and the University of San
Diego, since 2010
Serving currently as director of Lantronix, Inc. and was previously
director
of
ADC
Telecommunication,
Inc.
and
Primal
Solutions,
Inc.
David M. Hughes
Director
Director since June 2014
15+ years of executive leadership experience with specialties in
global digital marketing, SEO and SEM
CEO of The Search Agency, a global digital marketing company
United Online, Inc., Boston Consulting Group, Mercer
Management Consulting
Serving on boards of Spark Networks (NYSE: LOV), YPOLA &
The Huron University College Foundation USA
Norman K. Farra, Jr.
Lead Director
Director since August 2005
20+ years of strategic leadership experience and  
investment banking
Aegis Capital, Corp., R.F. Lafferty & Co. Inc., Cresta
Capital Strategies, LLC, GunnAllen Financial Inc.    
Corporate Overview – January 2015


19
*Estimate
Company
Symbol
Price
Market Cap
(in millions)
2014E Sales
(in millions)
Market Cap/Sales
Blucora, Inc.
BCOR
$   13.15
$      539.1
$      575.0
0.9
The Rubicon Project, Inc.
RUBI
$   16.49
$      591.3
$      123.0
4.8
Angie's List, Inc.
ANGI
$     5.58
$      326.5
$      314.0
1.0
Marchex, Inc.
MCHX
$     4.31
$      177.9
$      177.0
1.0
Autobytel Inc.
ABTL
$    11.20
$      101.1
$      106.0
1.0
Yelp, Inc.
YELP
$    54.02
$   3,920.0
$      376.0
10.4
Travelzoo Inc.
TZOO
$    11.20
$      165.0
$      145.0
1.1
XOXO Group Inc.
XOXO
$    17.90
$      453.7
$      141.0
3.2
Demand Media
DMD
$     4.91
$        94.0
$      165.0
0.6
Rocket Fuel Inc.
FUEL
$    14.95
$      617.3
$      417.0
1.5
Average
2.6
Local Corporation
LOCM
$    0.74
$         17.3
$         83.1
0.2
Corporate Overview – January 2015


20
Corporate Overview – January 2015
This document includes the non-GAAP financial measure of  “Adjusted EBITDA”
which we define as net income (loss) excluding: provision for income taxes; interest
and other income (expense), net; depreciation; amortization; stock based
compensation charges; gain or loss on derivatives’ revaluation, net income (loss) from
discontinued operations; gain on sale of Rovion; impairment charges; LEC receivables
reserve; finance related charges; accrued lease liability/asset; and severance charges.
Adjusted EBITDA, as defined above, is not a measurement under GAAP. Adjusted
EBITDA is reconciled to net income (loss) which we believe is the most comparable
GAAP measure. A reconciliation of net income (loss) to Adjusted EBITDA is set forth
within this presentation.
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 marketable securities,
expense from the company’s financing transactions and the costs associated with
income tax expense, capital investments, stock-based compensation expense, LEC
receivables reserve, warrant revaluation charges; finance related charges; accrued
lease liability;  and severance charges 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.
A limitation of non-GAAP Adjusted EBITDA is that it excludes items that often have a
material effect on the company’s net income and earnings per common share
calculated in accordance with GAAP. Therefore, management compensates for this
limitation by using Adjusted EBITDA in conjunction with net income (loss) and net
income (loss) per 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 as a base-line 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 reconciliation to GAAP; it may provide greater
insight into the company’s financial results. The non-GAAP measures should be
viewed as a supplement to, and not as a substitute for, or superior to, GAAP net
income (loss) or earnings (loss) per share.


21
Description
FY-09
FY-10
FY-11
FY-12
FY-13
FY-14P*
FY-15E**
Adjusted EBITDA
$3,041
$13,775
$3,247
$777
$4,533
$2,300
$3,500
Less interest and other income (expense), net
(27)
(275)
(413)
(425)
(2,321)
(2,200)
(1,100)
Less provision for income taxes
(158)
(102)
(178)
(111)
(139)
(100)
(100)
Less amortization of intangibles
(2,524)
(5,734)
(4,864)
(3,611)
(912)
(700)
(150)
Less depreciation
(734)
(1,418)
(3,182)
(3,658)
(3,896)
(3,900)
(4,500)
Less stock-based compensation
(2,364)
(2,911)
(3,442)
(2,533)
(1,619)
(800)
(600)
Less LEC receivable reserve
-
-
-
(1,407)
(1,721)
-
-
Plus net income (loss) from discontinued operations
-
-
(6,899)
(14,250)
(3,740)
700
-
Plus gain on sale of Rovion
-
-
-
1,458
-
-
-
Plus revaluation of warrants
(2,981)
887
2,633
202
1,100
900
Unknown
Less Geo-Tag settlement
-
-
-
-
(550)
-
-
Less non-recurring charges
(520)
-
(1,461)
(684)
(1,108)
(1,800)
-
GAAP Net income (loss)
$(6,267)
$4,222
$(14,559)
$(24,242)
$(10,373)
$(5,600)
unknown
**Midpoint of current guidance
As of January 12, 2015: *Midpoint of prelim. actuals
Corporate Overview – January 2015
Note:  Since we cannot predict the valuation of the warrant liability and the conversion option liability, we cannot reasonably project our GAAP net income (loss).
We, therefore, cannot provide GAAP guidance, but we do report GAAP results. An explanation of the Company’s use of Non-GAAP measures is set forth on Slide 20


22
% of Total Revenue by Business Unit
37%
63%
39%
61%
51%
49%
Quarterly Revenues by Business Unit
$7.6
$12.9
$8.3
$13.2
$11.6
$11.1
$ in Millions
Q4-12
Q1-13
Q2-13
Q3-13
Q4-13
Q1-14
Q2-14
Q3-14
Q4-14E
Network
$      7.6
$      8.3
$    11.6
$    14.5
$    16.1
$    14.8
$      9.9
$      6.4
$      7.5
O&O
$    12.9
$    13.2
$    11.1
$      8.9
$    10.7
$    11.4
$    12.6
$    11.7
$      8.8
Consolidated  Revenue
$    20.6
$    21.5
$    22.7
$    23.5
$    26.8
$    26.2
$    22.5
$    18.1
$    16.3
$14.5
$8.9
62%
38%
60%
40%
$16.1
$10.7
$20.6
$21.5
$22.7
$23.5
$26.8
$14.8
$11.4
$26.2
56%
44%
$22.5
$9.9
$12.6
44%
56%
$18.1
$6.4
$11.7
36%
64%
$16.3
$7.5
$8.8
46%
54%
Corporate Overview – January 2015
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