TRMR Tremor Video, Inc. (delisted)

Tremor Video, Inc. (NYSE:TRMR), a provider of software for video ad effectiveness, today announced record financial results for the fourth quarter and full year ended December 31, 2016, meeting or exceeding expectations across all metrics, including record quarterly Total Spend, revenue, gross profit, and Adjusted EBITDA.

The Company also announced that Bill Day, who has served as Tremor Video’s CEO since 2008, has decided to resign from his position, effective immediately. Mr. Day will continue to serve as a special advisor to the Company and its Board of Directors through June 1, 2017. Non-Executive Chairman of the Board and media industry veteran Paul Caine has been appointed Interim Chief Executive Officer, effective February 9, 2017, and will lead the search along with the Board for the new CEO of the Company. Mr. Day will also resign as a member of the Company’s Board, effective March 1, 2017.

Full Year 2016 Highlights:

• Total revenue of $166.8 million, down 4% year-over-year
• Record Total Spend1 of $254.2 million, up 25% year-over-year
• Record gross profit of $76.3 million, up 2% year-over-year
• Adjusted EBITDA2 of ($2.0) million

Fourth Quarter 2016 Highlights:

• Record revenue of $53.8 million, up 4% year-over-year
• Record Total Spend of $84.8 million, up 25% year-over-year
• Record gross profit of $24.3 million, up 7% year-over-year
• Record Adjusted EBITDA of $3.5 million
• Repurchased 2,062,124 shares during the fourth quarter

  (1) We define Total Spend as the aggregate gross spend transacted through our platforms. Total Spend is a non-GAAP financial measure. Please see the discussion in the section called “Non-GAAP Financial Measures” and the reconciliations included at the end of this press release. (2) Adjusted EBITDA is a non-GAAP financial measure. Please see the discussion in the section called “Non-GAAP Financial Measures” and the reconciliations included at the end of this press release.  

“We are proud to be closing the year strong with solid growth in our Total Spend, and particularly programmatic spend, which increased 96% in 2016. The scaling of our programmatic business, combined with strong expense discipline, helped the Company deliver profitable EBITDA results for the quarter,” said Interim CEO Paul Caine. “We have a lot of momentum heading into 2017 and as we move forward we’re poised to continue to build on our industry-leading position as a provider of software for brand effectiveness."

Fourth Quarter and Full-Year Financial Results

The table below presents revenue, Total Spend, gross profit, net loss, Adjusted EBITDA and net loss per share for the three month and twelve month periods ended December 31, 2016 and December 31, 2015.

  (in millions, except per share amounts), (unaudited)     Three Months Ended     Twelve Months Ended

December 31,2016

   

December 31,2015

    % Change

December 31,2016

   

December 31,2015

    % Change   Revenue $53.8 $51.8 4% $166.8 $173.8 (4%) Total Spend $84.8 $67.9 25% $254.2 $203.9 25% Gross profit $24.3 $22.8 7% $76.3 $74.6 2% Net loss ($0.4) ($2.4) 83% ($20.9) ($43.2) 52% Adjusted EBITDA $3.5 $2.1 63% ($2.0) ($4.6) 58% Net loss per share ($0.01) ($0.05) 84% ($0.40) ($0.84) 52%        

Fourth Quarter and Full Year Breakdown of Total Spend(1)

(in millions), (unaudited)     Three Months Ended     Twelve Months Ended

December 31,2016

   

December 31,2015

    % Change

December 31,2016

   

December 31,2015

  % Change   Programmatic

 

$ 49.6 $ 32.1 54% $ 138.3 $ 70.4 96% Non-programmatic higher function 28.4 25.7 11% 93.5 87.8 6% Non-programmatic media network 6.8 10.1 (33%) 22.4 45.7 (51%) Total Spend $ 84.8 $ 67.9 25% $ 254.2 $ 203.9 25%   (1) Please see the discussion in the section called “Non-GAAP Financial Measures”.  

Guidance

Based on information available as of February 9, 2017, the Company expects the following:

        Q1 and Full Year 2017 Outlook Q1 2017 Full Year 2017   Revenue $34.0 – $38.0 million $180.0 – $190.0 million Total Spend $56.0 – $60.0 million $315.0 – $325.0 million Adjusted EBITDA ($6.0) – ($3.0) million $2.0 – $6.0 million  

CEO Transition

“On behalf of the board, we applaud Bill for his significant contributions during his eight years of service with the Company, and we are grateful for his efforts in building our leadership position in the video advertising marketplace. We reached many important milestones during Bill’s tenure and his expertise has guided the Company to a position of strength while setting us on a strong path for sustainable profitability and future growth,” said Mr. Caine.

Paul Caine has deep industry experience and knowledge of Tremor Video’s business, having served on the Board and as a member of its Audit Committee since 2014, and as its Non-Executive Chairman since July 2016. Mr. Caine has previously held positions as the Global Chief Revenue and Client Partnerships Officer for Bloomberg Media and as CEO of WestwoodOne as well as several executive roles at Time Inc. While serving as Interim CEO, Mr. Caine will remain a member of the Company’s Board, but will step down from his roles with the Audit Committee and as Non-Executive Chairman.

The Company’s Board has engaged the executive search firm Heidrick & Struggles to assist in the search for Mr. Day’s replacement.

Bill Day commented, “Tremor Video’s innovative software platforms strongly position it to capitalize on two of the largest advertising growth trends, programmatic video buying and selling, and the increasing flow of spend from linear TV into digital video. As evident in today’s results, the Company is on a positive trajectory towards combined growth and profitability. It’s been a true team effort, and I fully expect that this team will continue to deliver strong outcomes during this transition.

Q4 and Full Year 2016 Financial Results Webcast: Tremor Video will host a conference call today at 8:00 a.m. ET to discuss its fourth quarter financial results. A live webcast of the event will be available on the Tremor Video Investor Relations website at http://investor.tremorvideo.com. A live domestic dial-in is available at (877) 407-9039 or internationally at (201) 689-8470. Until February 16, 2017, a domestic replay will be available at (844) 512-2921 or internationally at (412) 317-6671, using passcode 13652701, and via webcast on the Tremor Video Investor Relations website.

About Tremor Video: Tremor Video (NYSE: TRMR) provides software for video advertising effectiveness. Our buyer and seller platforms enable seamless transactions in a premium video marketplace by offering control and transparency to clients. We employ patented all-screen technology to make every advertising moment more relevant for consumers, and deliver maximum results for buyers and sellers.

“Safe Harbor" Statement: This press release contains forward-looking statements that involve risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from those set forth in or implied by such forward-looking statements. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, statements related to Tremor Video’s future financial results, growth potential, or future profitability, including 2017 full year financial guidance and statements with respect to future revenue mix or the development or adoption of the company’s solutions. Important factors that could cause actual results or the timing of events to differ materially from those set forth in or implied by any forward-looking statements include, without limitation, risks and uncertainties associated with: the company’s continuing development of its business model; unfavorable conditions in the global economy or reductions in digital advertising spend; the company’s ability to effectively innovate and adapt to rapidly changing technology and client needs; increased competition as well as innovations by new and existing competitors; expansion of the online video advertising market; the company’s ability to attract new advertisers and increase spend from existing advertisers; the company’s ability to attract advertising spend from TV media buyers; risks of entering new markets in which we have limited or no experience and difficulty adapting our solutions for new markets; adoption of brand-centric metrics, advanced ad formats and performance-based pricing models by advertisers; the company’s ability to effectively deliver video ad campaigns with demo guarantees; the rate of decline of the company’s non-programmatic media network; adoption of the company’s programmatic solutions by advertisers and publishers; adoption of the company’s All-Screen product and other higher-function buying products by advertisers; the company’s ability to acquire an adequate supply of premium video advertising inventory from publishers on terms that are favorable to it; the company’s ability to detect fraudulent or malicious activity and ensure a high level of brand safety for its clients; identifying, attracting and retaining qualified personnel, including a successor CEO; defects, errors or interruptions in the company’s solutions; the company’s ability to collect and use data to deliver video ads; the impact of tools that block the display of video ads; the effect of regulatory developments and industry standards regarding internet privacy and other matters; maintaining, protecting and enhancing the company’s intellectual property; costs associated with defending intellectual property infringement, securities litigation and other claims; future opportunities and plans, including the uncertainty of expected future financial performance and results; as well as other risks and uncertainties detailed from time-to-time under the caption “Risk Factors” and elsewhere in Tremor Video’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission on March 15, 2016, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2016, June 30, 2016, and September 30, 2016, and future filings and reports by the company, including its Annual Report on Form 10-K for the year ended December 31, 2016.

Forward-looking statements are based on current expectations and beliefs and are not guarantees of future performance or events. Investors are cautioned not to place undue reliance on any forward-looking statements. Furthermore, forward-looking statements speak only as of the date on which they are made, and, except as required by law, Tremor Video disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

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”), Tremor Video reports Total Spend and Adjusted EBITDA, which are non-GAAP financial measures. We define Total Spend as the aggregate gross spend transacted through our platforms. Total Spend does not represent revenue earned by us. Within Total Spend, we closely monitor the percentage contributions among the following operational metrics: programmatic; non-programmatic higher function; and non-programmatic media. Programmatic includes all spend attributable to the Tremor Video SSP, Tremor Video DSP and agency trading desks. We define non-programmatic higher-function as non-programmatic spend running through our buyer platform that utilizes our higher-function products, including our All-Screen optimization solution, our advanced data targeting solutions, and our proprietary outcome-based pricing models. We define non-programmatic media as non-programmatic spend running through our buyer platform that is purchased without any of our higher-function products. We track these operational metrics in order to better understand how our clients are transacting on our platforms, which informs decisions as to the allocation of resources and capital. We define Adjusted EBITDA as net loss plus (minus): interest expense and other income (expense), net, provision for income taxes, depreciation and amortization expense, non-cash stock-based compensation expense, non-cash stock-based long-term incentive compensation, executive severance costs, acquisition related costs, litigation costs associated with class action securities litigation, mark-to-market expense, impairment charges, and other adjustments. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that these measures provide useful information about our operating results, enhance the overall understanding of our 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 non-GAAP financial measures included in this press release have been reconciled to the nearest GAAP measure in the table following the financial statements attached to this press release. With respect to our expectations under “Guidance” above, reconciliation of Total Spend and Adjusted EBITDA guidance to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the costs and charges excluded from these non-GAAP measures, in particular, the measures and effects of stock-based compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our stock price. We expect the variability of these costs and charges to have a significant, and potentially unpredictable, impact on our future GAAP financial results.

Exhibit A           Tremor Video, Inc. Consolidated Balance Sheets (in thousands)   December 31,   2016     2015   (unaudited)   Assets Current assets: Cash and cash equivalents $ 43,160 $ 59,887 Accounts receivable, net 79,027 70,778 Prepaid expenses and other current assets   2,405     3,721   Total current assets   124,592     134,386   Long-term assets: Restricted cash 770 600 Property and equipment, net 9,656 10,094 Intangible assets, net 6,922 11,469 Goodwill 10,758 10,781 Other assets   1,527     794   Total long-term assets   29,633     33,738   Total assets $ 154,225   $ 168,124     Liabilities and stockholders' equity Current liabilities: Accounts payable and accrued expenses $ 64,691 $ 58,742 Deferred rent and security deposits payable 704 401 Contingent consideration on acquisition, short-term 2,483 987 Deferred revenue 5 108 Capital leases, current 362 - Other current liabilities   179     -   Total current liabilities 68,424 60,238 Long-term liabilities: Deferred rent, long-term 6,072 5,237 Contingent consideration on acquisition, long-term - 443 Deferred tax liabilities 447 510 Other long-term liabilities - 264 Capital leases, long-term   760     -   Total liabilities   75,703     66,692   Stockholders' equity: Common stock 5 5 Treasury stock (6,037 ) - Additional paid-in capital 283,486 279,136 Accumulated other comprehensive loss (331 ) (55 ) Accumulated deficit   (198,601 )   (177,654 ) Total stockholders' equity   78,522     101,432   Total liabilities and stockholders' equity $ 154,225   $ 168,124                     Tremor Video, Inc. Consolidated Statements of Operations (in thousands, except share and per share data) (unaudited)   Three Months Ended Years Ended December 31, December 31,   2016     2015     2016     2015     Revenue $ 53,808 $ 51,757 $ 166,761 $ 173,837 Cost of revenue   29,536     28,989     90,488     99,266   Gross profit   24,272     22,768     76,273     74,571     Operating expenses: Technology and development(1) 5,222 5,312 21,045 20,171 Sales and marketing(1) 12,952 13,089 48,361 48,879 General and administrative(1) 4,405 4,196 17,010 17,279 Depreciation and amortization 2,251 2,289 9,173 8,344 Mark-to-market(2) 168 - 1,263 - Impairment charges(3)   -     -     -     22,665   Total operating expenses   24,998     24,886     96,852     117,338     Loss from operations   (726 )   (2,118 )   (20,579 )   (42,767 )   Interest and other income (expense), net: Interest expense (110 ) (3 ) (129 ) (10 ) Other income (expense), net   90     (72 )   (123 )   30   Total interest and other income (expense), net   (20 )   (75 )   (252 )   20     Loss before provision for income taxes (746 ) (2,193 ) (20,831 ) (42,747 )   Provision for income taxes (345 ) 225 116 483         Net loss $ (401 ) $ (2,418 ) $ (20,947 ) $ (43,230 )   Net loss per share: Basic and diluted $ (0.01 ) $ (0.05 ) $ (0.40 ) $ (0.84 )  

Weighted-average number of shares of common stockoutstanding:

Basic and diluted   51,644,295     52,186,221     52,279,738     51,684,397       (1) Stock-based compensation expense included above:   Three Months Ended Years Ended December 31, December 31,   2016     2015     2016     2015     Technology and development $ 232 $ 213 $ 931 $ 854 Sales and marketing 323 266 1,415 1,445 General and administrative   396     351     1,554     1,708   Total stock-based compensation expense $ 951   $ 830   $ 3,900   $ 4,007     (2) Reflects expense incurred based on the Company’s re-measurement, at December 31, 2016, of the estimated fair value of earn-out payments that have been paid or may become due in connection with the acquisition of The Video Network Pty Ltd, an Australian proprietary limited company (“TVN”), and which are not conditioned on continued employment with the Company.   (3) Reflects $22.7 million of non-cash impairment charges to goodwill, and certain intangible assets and property and equipment.           Tremor Video, Inc. Consolidated Statements of Cash Flows (in thousands) (unaudited) Years Ended December 31,   2016     2015     Cash flows from operating activities: Net loss $ (20,947 ) $ (43,230 ) Adjustments required to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 9,173 8,344 Bad debt recovery (66 ) (87 ) Mark-to-market expense 1,263 113 Deferred tax benefit (63 ) (61 ) Compensation expense related to the acquisition contingent consideration 3,570 - Stock-based compensation expense 3,895 4,007 Stock-based long-term incentive compensation expense (300 ) 436 Loss on sublease 246 - Loss on fixed asset disposal 23 - Impairment Charges - 22,665 Net changes in operating assets and liabilities: Increase in accounts receivable (8,277 ) (22,675 ) Decrease (increase) in prepaid expenses and other assets 583 (3,381 ) Increase in accounts payable and accrued expenses 6,739 20,178 Increase in deferred rent and security deposits payable 628 5,639 Increase in other current liabilities 179 - Increase in restricted cash (170 ) - Increase (decrease) in deferred revenue (103 ) 93 Decrease in contingent consideration on acquisition   (3,406 )   -   Net cash used in operating activities   (7,033 )   (7,959 )   Cash flows from investing activities: Purchase of property and equipment (2,978 ) (7,732 ) Acquisition, net of cash acquired   -     (1,672 ) Net cash used in investing activities   (2,978 )   (9,404 )   Cash flows from financing activities: Decrease in contingent consideration on acquisition (431 ) - Proceeds from common stock issuance 499 - Proceeds from the exercise of stock options awards 161 108 Principal portion of capital lease payments (19 ) - Treasury stock - repurchase of stock (6,037 ) - Tax withholdings related to net share settlements of restricted stock unit awards (RSUs)   (505 )   (494 ) Net cash used in financing activities   (6,332 )   (386 )   Net decrease in cash and cash equivalents (16,343 ) (17,749 )   Effect of exchange rate changes in cash and cash equivalents (384 ) (151 )   Cash and cash equivalents at beginning of period   59,887     77,787   Cash and cash equivalents at end of period $ 43,160   $ 59,887                     Exhibit B   Tremor Video, Inc. Reconciliation of Total Spend to Revenue (in thousands) (unaudited)   Three Months Ended Years Ended December 31, December 31,   2016   2015   2016   2015   Total Spend $ 84,839 $ 67,934 $ 254,212 $ 203,882 SSP inventory costs(1)   31,031   16,177   87,451   30,045 Revenue $ 53,808 $ 51,757 $ 166,761 $ 173,837   (1) We record revenue from our buyer platform on a gross basis, including costs of inventory. Accordingly, for revenue generated from our buyer platform, total spend is equivalent to revenue. We record revenue from our seller platform, the Tremor Video SSP net of inventory costs. Total spend through the Tremor Video SSP is equal to the revenue generated from the Tremor Video SSP plus associated costs of inventory.                   Tremor Video, Inc. Reconciliation of Net Loss to Adjusted EBITDA (in thousands) (unaudited)   Three Months Ended Years Ended December 31, December 31,   2016     2015     2016     2015     Net loss $ (401 ) $ (2,418 ) $ (20,947 ) $ (43,230 ) Adjustments: Depreciation and amortization expense 2,251 2,289 9,173 8,344 Stock-based compensation expense 951 830 3,900 4,007 Executive severance - 588 163 1,458 Acquisition-related costs(1) 819 333 3,583 892 Litigation expenses - 34 194 328 Stock-based long-term incentive compensation expense - 174 (183 ) 436 Provision for income taxes (345 ) 225 116 483 Mark-to-market expense(2) 168 - 1,263 - Interest and other (income) expense, net 20 75 252 (20 ) Other adjustments(3) - - 520 - Impairment Charges(4)   -     -     -     22,665   Total net adjustments   3,864     4,548     18,981     38,593   Adjusted EBITDA $ 3,463   $ 2,130   $ (1,966 ) $ (4,637 )   (1) Reflects acquisition-related costs incurred in connection with the Company’s acquisition of TVN. Includes $819 and $3,570 for the three months and year ended December 31, 2016, respectively, of compensation-related expenses related to contingent consideration payments that have been paid or may become due to certain TVN sellers that are subject to continued employment.   (2) Reflects expense incurred based on the Company’s re-measurement, at December 31, 2016, of the estimated fair value of earn-out payments that have been paid or may become due in connection with the acquisition of TVN and which are not conditioned on continued employment with the Company.   (3) Reflects amounts accrued in connection with a one-time change in the Company’s employee vacation policy.   (4) Reflects $22.7 million of non-cash impairment charges to goodwill, and certain intangible assets and property and equipment.   Exhibit C                                   Tremor Video, Inc. Consolidated Quarterly Statement of Operations (in thousands) (unaudited)     Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016   Revenue $ 38,052 $ 42,404 $ 41,624 $ 51,757 $ 34,565 $ 37,107 $ 41,281 $ 53,808   Inventory costs 20,317 22,991 22,494 27,206 16,368 17,922 19,198 25,476 Other cost of revenue   1,542     1,403     1,530     1,783     1,979     1,985     3,500     4,060   Total cost of revenue 21,859 24,394 24,024 28,989 18,347 19,907 22,698 29,536                 Gross Profit 16,193 18,010 17,600 22,768 16,218 17,200 18,583 24,272   Total operating expenses   23,033     23,139     46,280     24,886     26,712     22,831     22,311     24,998     Loss from operations (6,840 ) (5,129 ) (28,680 ) (2,118 ) (10,494 ) (5,631 ) (3,728 ) (726 )   Total interest and other (expense) income, net   12     6     77     (75 )   (254 )   (46 )   68     (20 )   Loss before provision for income taxes (6,828 ) (5,123 ) (28,603 ) (2,193 ) (10,748 ) (5,677 ) (3,660 ) (746 )   Provision for income taxes 122 117 19 225 326 178 (43 ) (345 )                 Net loss $ (6,950 ) $ (5,240 ) $ (28,622 ) $ (2,418 ) $ (11,074 ) $ (5,855 ) $ (3,617 ) $ (401 )

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Tremor Video, Inc.Investor Relations:Andrew Posen, 212-792-2315IR@TremorVideo.comorMedia:MWWPRJoe Calabrese, 212-827-3772jcalabrese@mww.com