2012-07-25

AOL released its quarterly earnings report this morning for Q2. The company’s revenue declined by 2%, which AOL points out is the lowest rate of decline in 7 years. The company managed to beat Wall Street expectations.

Ad revenue grew for the fifth consecutive quarter at a rate of 6%. It grew 9% year-over-year. Interestingly, search and contextual revenue saw its lowest rate of decline in over three years at just 1%.

The company grew Adjusted OIBDA 120% year-over-year, marking the first quarter of year-over-year growth in over 4 years.

CEO Tim Armstrong said, “Today’s results represent a significant milestone for AOL as we returned to Adjusted OIBDA growth for the first time in four years. The strong results and consumer performance we announced today are clear signs our strategic and operating efforts are translating into significant financial progress.”

Here’s the release in its entirety:

AOL REPORTS Q2 EARNINGS

Global Advertising Revenue Continues its Trend of Year-Over-Year Growth

Combined AOL Properties Display & Third Party Network Revenue Grows 9% Year-Over-Year

Adjusted OIBDA Grows Year-Over-Year for the First Time in Over 4 Years

Total Revenue Decline the Lowest in 7 Years

Subscription Churn Rate the Lowest in Over a Decade

Search and Contextual Revenue Trends Improve Meaningfully Year-Over-Year

Reported EPS of $10.17 Compared to a Loss Per Share of $0.11 in Q2 2011

$400 Million Dutch Tender Offer the First Step in Returning Approx. $1.1 billion to Shareholders in 2012

Traffic on AOL Properties Grew 4% from Q1 2012 and 5% from Q4 2011

NEW YORK–(BUSINESS WIRE)–Jul. 25, 2012– AOL Inc. (NYSE: AOL) released second quarter 2012 results today.

“Today’s results represent a significant milestone for AOL as we returned to Adjusted OIBDA growth for the first time in four years,” said Tim Armstrong, Chairman and CEO. “The strong results and consumer performance we announced today are clear signs our strategic and operating efforts are translating into significant financial progress.”

Summary Results

In millions (except per share amounts)

Q2 2012

Q2 2011

Change

Revenue

Advertising

$

337.8

$

319.0

6

%

Subscription

175.5

201.3

-13

%

Other

17.8

21.9

-19

%

Total revenues

$

531.1

$

542.2

-2

%

Adjusted operating income before depreciation and amortization (OIBDA) (1)

$

168.6

$

76.6

120

%

Restructuring costs

$

(0.1

)

$

0.6

NM

Operating income (loss)

$

1,059.2

$

(5.8

)

NM

Net income (loss) attributable to AOL Inc.

$

970.8

$

(11.8

)

NM

Diluted EPS

$

10.17

$

(0.11

)

NM

Cash provided by operating activities

$

167.2

$

109.9

52

%

Free Cash Flow (1)

$

136.8

$

77.2

77

%

(1)See Page 9 for a reconciliation of Adjusted OIBDA and Free Cash Flow to the GAAP financial measures the Company considers most comparable.

KEY QUARTERLY TRENDS

Revenue Trends:

AOL’s total revenue declined 2%, its lowest rate of decline in 7 years.

Global Advertising revenue grew 6%, its fifth consecutive quarter of year-over-year growth, reflecting:Subscription revenue trends continued to improve meaningfully with a 12% decline in subscribers the lowest rate of decline in five years, while monthly average churn of 1.7% was the lowest rate of churn in over a decade.

2% year-over-year global display revenue growth, compared to a 1% and 5% decline on a reported and pro-forma basis, respectively in Q1 (pro-forma includes revenue from The Huffington Post in both periods).

9% year-over-year growth in combined AOL Properties Display and Third Party Network revenue, which totaled$251.3 million for the quarter.

19% growth in Third Party Network revenue, its fifth consecutive quarter of year-over-year growth.

The lowest rate of search and contextual revenue decline in over three years of 1%, driven primarily by continued double digit growth in search revenue on AOL.com.

Profitability Trends:

AOL grew Adjusted OIBDA 120% year-over-year, the first quarter of year-over-year growth in over 4 years.

AOL’s operating income and Adjusted OIBDA was positively impacted by $96.0 million related to income from licensing patents to Microsoft Corporation, and negatively impacted by $8.8 million of costs related to the proxy contest, $7.6 million of expenses associated with settling a state tax matter in Virginia and $5.6 million of costs related to the patent sale. Excluding those items, the remaining Q2 2012 Adjusted OIBDA of $94.6 million reflects an increase of $18 millionyear-over-year.

Operating income was also positively impacted by the $945.8 million gain on sale of patents (net of transaction costs) in Q2.

Product/Consumer Trends:

AOL continued to make progress in key internet growth areas:

Video: AOL grew its videos, video views and video revenue at double-digit rates both year-over-year and quarter-over-quarter and video ad impressions grew at triple-digits year-over-year in Q2 2012.

Brand Advertising: The number of advertisers purchasing Project Devil ads grew at triple digits year-over-year in Q2 2012 and over 50% of Project Devil advertisers in Q1 2012 repurchased in Q2 2012.

Local: Patch grew traffic and engagement at double digit rates year-over-year and quarter-over-quarter, while revenue grew over 100% year-over-year in Q2 2012.

Traffic: Unique visitors in Q2 2012 were 112 million, growing 4% from Q1 2012 and 5% from Q4 2011.

Asset, Cash & Cash Flow Trends:

On June 15th, AOL closed its $1.056 billion patent transaction with Microsoft Corporation.

On June 28th, AOL announced the first step in a multi-stage approach in returning 100% of the patent transaction proceeds to shareholders through a $400 million Dutch Tender offer. The tender offer expires at 5 pm New York time onAugust 2nd unless extended or terminated earlier.

AOL had approximately $1.5 billion of cash at June 30, 2012. Q2 cash provided by operating activities and Free Cash Flow were $167.2 million and $136.8 million, up 52% and 77% year-over-year, respectively, benefiting primarily from the growth in operating income, driven primarily by the income from licensing of certain patents to Microsoft Corporation.

DISCUSSION OF RESULTS

Revenue

Q2 2012

Q2 2011

Change

(In millions)

Advertising revenue

Display

$

139.9

$

137.6

2

%

Display – domestic

126.8

126.8

0

%

Q2 2012

Q2 2011

Change

Display – international

13.1

10.8

21

%

Search and contextual

86.5

87.8

-1

%

AOL Properties Display

$

139.9

$

137.6

2

%

AOL Properties

226.4

225.4

0

%

Third Party Network

111.4

93.6

19

%

Third Party Network

111.4

93.6

19

%

AOL Properties Display &

Total advertising revenue

337.8

319.0

6

%

Third Party Network

$

251.3

$

231.2

9

%

Subscription revenue

175.5

201.3

-13

%

Other revenue

17.8

21.9

-19

%

Total revenue

$

531.1

$

542.2

-2

%

Global advertising revenue grew 6% year-over-year in Q2 2012, reflecting double-digit growth in Third Party Network revenue and growth in international display revenue, partially offset by declines in search and contextual revenue.

Global display revenue grew 2% year-over-year reflecting continued double-digit growth in international display advertising. Domestic display advertising revenue was flat year-over-year, versus a 1% and 5% decline on a reported and pro-forma basis, respectively in Q1 (pro-forma includes revenue from The Huffington Post in both periods). Domestic display revenue reflects growth in reserved inventory pricing and Patch revenue, partially offset by a decline in reserved impressions sold. International display revenue growth reflects continued growth in both the U.K. and Canada.

Third Party Network revenue increased $17.8 million, reflecting 11% growth in Advertising.com and $7.5 million related to the inclusion of Ad.com Japan. AOL began consolidating the joint venture in Q1 as a result of acquiring a controlling interest in the joint venture. Advertising.com growth reflects an increase in publishers on the network and increased sales of higher margin premium packages and products.

Search and contextual revenue trends continued to improve year-over-year with a 1% decline representing the lowest rate of decline in over 3 years. Search and contextual revenue declines primarily reflect a 12% decline in domestic AOL-brand access subscribers and fewer queries from cobranded portals and international markets, largely offset by continued growth in search revenue on AOL.com.

Subscription revenue declines reflect a 12% decline in domestic AOL-brand access subscribers. The decline in subscription revenue was the lowest level of decline in over 5 years with the trend improvements reflecting continued improvements in churn and 2% growth in average revenue per user (ARPU). Monthly average churn fell from 2.2% in Q2 2011 to 1.7% in Q2 2012, driven primarily by significant subscriber retention efforts and by the continued maturation of the tenured base. ARPU growth reflects the impact of the price rationalization program AOL began in late Q3 2011, which significantly reduced the number of price points and more clearly defined and enhanced the value of our product offerings for consumers.

Other revenue declines primarily reflect lower mobile carrier revenues. Revenue from mobile carriers represented 28% of total “Other revenue” in Q2 2011 and 18% in Q2 2012.

Profitability

AOL’s Adjusted OIBDA grew meaningfully year-over-year primarily reflecting $96.0 million related to income from licensing patents to Microsoft, growth in advertising revenue, lower general and administrative expenses and lower costs of revenues. Adjusted OIBDA was negatively impacted by $8.8 million of costs related to the proxy contest, $7.6 million of expenses associated with settling a state tax matter in Virginia and $5.6 million of costs related to the patent sale. Excluding the positive impact of the licensing income and the negative impacts of the proxy contest, tax settlement and patent transaction expenses, the remaining Adjusted OIBDA of $94.6 million was $18 million higher than Q2 2011. General and administrative expenses declined year-over-year reflecting a decline in personnel costs including reduced corporate headcount and a reduction in marketing costs. Costs of revenues continued to decline in Q2 2012, driven by lower network related expenses, personnel costs and reduced content costs related primarily to AOL’s reduced reliance on freelancers. Cost of revenues declines were partially offset by $8.1 million of increased TAC, as a result of continued growth in third party network advertising revenue. In addition to the above, operating and net income year-over-year growth primarily reflects the gain on the sale of a portion of our patent portfolio toMicrosoft (net of transaction costs) and a $24.1 million reduction in depreciation and amortization in Q2 2012 versus Q2 2011. The year-over-year decline in depreciation and amortization primarily reflects a decline of $17.3 million related to certain intangible assets being fully amortized and the decommissioning of certain network equipment.

Tax

AOL had pre-tax income from operations of $1,058.1 million and a related income tax expense of $87.5 million, resulting in an effective tax rate of 8.3% for the three months ended June 30, 2012, as compared to a negative effective tax rate of 57.3% for the three months ended June 30, 2011. The effective tax rate for the three months ended June 30, 2012 differed substantially from the statutory U.S. federal income tax rate of 35.0% primarily due to the tax impact of the patent transaction with Microsoft. The patent transaction consisted of two elements: first, the sale of patents and the stock of a subsidiary, and second, the licensing of AOL’s retained patent portfolio, resulting in pre-tax income of $1,041.8 million. No material cash taxes will be paid, due to existing net operating losses which offset substantially all of the ordinary income. However, for book purposes, this transaction resulted in income tax expense of $71.5 million. The tax expense relates primarily to ordinary income realized on the transaction, the majority of which is due to the licensing portion. In addition, the transaction created a significant net capital loss, for which a valuation allowance was recorded. In addition to the impacts of the patent transaction on income tax expense, AOL also had foreign losses that did not produce a tax benefit.

Cash Flow

Q2 2012 cash provided by operating activities was $167.2 million, while Free Cash Flow was $136.8 million. Cash provided by operating activities and Free Cash Flow growth reflects the growth in operating income driven primarily by patent license income.

Modified Dutch Tender Offer

On June 28, 2012, AOL announced the first step in the multi-stage process of returning 100% of the patent transaction proceeds to shareholders through a $400 million modified Dutch auction tender offer. The $400 million aggregate purchase price of shares of common stock sought in the tender offer includes the approximately $40 million remaining from the initial $250 million stock repurchase authorized in August of 2011. The tender offer began on the date of the announcement, June 28, 2012, and will expire at 5:00 PM Eastern Time (ET) on August 2, 2012 unless extended or terminated earlier. Through the modified Dutch tender offer, AOL’s shareholders will have the opportunity to tender some or all of their shares at a price within the range of$27.00 to $30.00 per share. If the tender offer is fully subscribed, then shares of common stock having an aggregate purchase price of $400 million will be purchased, representing approximately 14% to 16% of AOL’s issued and outstanding shares as ofJune 14, 2012 (depending on the final purchase price).

OPERATING METRICS

Q2 2012

Q2 2011

Y/Y Change

Q1 2012

Q/Q Change

Subscriber Information

Domestic AOL-brand access subscribers (in thousands) (1)

3,031

3,433

-12

%

3,115

-3

%

Domestic average monthly subscription revenue per AOL-brand access subscriber (ARPU) (1)

$

17.92

$

17.53

2

%

$

17.88

0

%

Domestic AOL-brand access subscriber monthly average churn (2)

1.7

%

2.2

%

23

%

2.0

%

15

%

Unique Visitors (in millions) (3)

Domestic average monthly unique visitors to AOL Properties

112

113

-1

%

108

4

%

Domestic average monthly unique visitors to AOL Advertising Network

186

183

2

%

186

0

%

(1)

Domestic AOL-brand access subscribers include subscribers participating in introductory free-trial periods and subscribers that are paying no monthly fees or reduced monthly fees through member service and retention programs. Individuals who have registered for our free offerings, including subscribers who have migrated from paid subscription plans, are not included in the AOL-brand access subscriber numbers presented above. The average monthly subscription revenue per subscriber is calculated as average monthly subscription revenue divided by the average monthly subscribers for the applicable period.

(2)

Churn represents the percentage of subscribers that terminate or cancel our services, factoring in new and reactivated subscribers. Monthly average churn is calculated as the monthly average number of terminations plus cancellations divided by the initial subscriber base plus any new registrations and reactivations for the applicable period.

(3)

See “Unique Visitor Metrics” on page 10 of this press release.

Webcast and Conference Call Information

AOL Inc. will host a conference call to discuss second quarter 2012 financial results on Wednesday, July 25, 2012, at 8:00 am ET. To access the call, parties in the United States and Canada should call toll-free (866) 700-0161 and other international parties should call (617) 213-8832. Additionally, a live webcast of the conference call, together with supplemental financial information, can be accessed through the Company’s Investor Relations website at http://ir.aol.com. In addition, an archive of the webcast can be accessed through the link above for one year following the conference call, and an audio replay of the call will be available for two weeks following the conference call by calling (888) 286-8010 and other international parties should call (617) 801-6888. The access code for the replay is 42487690.

FINANCIAL STATEMENTS

AOL Inc.

Consolidated Statements of Comprehensive Income

(Unaudited; in millions, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2012

2011

2012

2011

Revenues:

Advertising

$

337.8

$

319.0

$

667.9

$

632.7

Subscription

175.5

201.3

357.6

416.7

Other

17.8

21.9

35.0

44.2

Total revenues

531.1

542.2

1,060.5

1,093.6

Costs of revenues

396.2

403.4

780.8

792.3

General and administrative

107.8

117.3

204.0

238.0

Amortization of intangible assets

9.8

26.7

19.6

50.9

Restructuring costs

(0.1

)

0.6

7.3

28.4

Income from licensing of intellectual property

(96.0

)



(96.0

)



(Gain) loss on disposal of assets, net

(945.8

)



(945.8

)

1.6

Operating income (loss)

1,059.2

(5.8

)

1,090.6

(17.6

)

Other income (loss), net

(1.1

)

(1.7

)

7.3

(1.1

)

Income (loss) from operations before income taxes

1,058.1

(7.5

)

1,097.9

(18.7

)

Income tax provision (benefit)

87.5

4.3

106.3

(11.6

)

Net income (loss)

$

970.6

$

(11.8

)

$

991.6

$

(7.1

)

Net (income) loss attributable to noncontrolling interests

0.2



0.3



Net income (loss) attributable to AOL Inc.

$

970.8

$

(11.8

)

$

991.9

$

(7.1

)

Per share information attributable to AOL Inc. common stockholders:

Basic net income (loss) per common share

$

10.37

$

(0.11

)

$

10.55

$

(0.07

)

Diluted net income (loss) per common share

$

10.17

$

(0.11

)

$

10.42

$

(0.07

)

Shares used in computing basic income (loss) per common share

93.6

107.0

94.0

106.9

Shares used in computing diluted income (loss) per common share

95.5

107.0

95.2

106.9

Comprehensive income (loss) attributable to AOL Inc.:

Comprehensive income (loss)

$

957.3

$

(4.3

)

$

977.4

$

7.7

Comprehensive (income) loss attributable to noncontrolling interests

(0.3

)



0.5



Comprehensive income (loss) attributable to AOL Inc.

$

957.0

$

(4.3

)

$

977.9

$

7.7

Depreciation expense by function:

Costs of revenues

$

32.4

$

36.0

$

64.5

$

74.6

General and administrative

2.8

6.4

6.8

12.2

Total depreciation expense

$

35.2

$

42.4

$

71.3

$

86.8

Equity-based compensation by function:

Costs of revenues

$

4.6

$

4.5

$

8.6

$

7.9

General and administrative

4.0

6.5

8.6

13.5

Total equity-based compensation

$

8.6

$

11.0

$

17.2

$

21.4

Retention compensation expense related to acquired companies by function: (1)

Costs of revenues

$

2.5

$

10.3

$

7.2

$

18.1

General and administrative



0.3



0.9

Total retention compensation expense related to acquired companies

$

2.5

$

10.6

$

7.2

$

19.0

Traffic Acquisition Costs (included in costs of revenues)

$

82.4

$

74.3

$

163.2

$

145.7

(1)

These amounts relate to incentive cash compensation arrangements with employees of acquired companies made at the time of acquisition. Incentive compensation amounts are recorded as retention compensation expense over the future service period of the employees of the acquired companies.

AOL Inc.

Consolidated Balance Sheets

(In millions, except per share amounts)

June 30,

December 31,

2012

2011

Assets

(unaudited)

Current assets:

Cash and equivalents

$

1,468.5

$

407.5

Accounts receivable, net of allowances of $7.9 and $8.3, respectively

296.8

311.5

Prepaid expenses and other current assets

31.0

36.9

Deferred income taxes

40.5

53.7

Total current assets

1,836.8

809.6

Property and equipment, net

490.4

505.2

Goodwill

1,067.4

1,064.0

Intangible assets, net

133.7

135.2

Long-term deferred income taxes

184.4

259.2

Other long-term assets

63.0

51.8

Total assets

$

3,775.7

$

2,825.0

Liabilities and Equity

Current liabilities:

Accounts payable

$

73.6

$

74.9

Accrued compensation and benefits

95.3

152.8

Accrued expenses and other current liabilities

182.5

171.6

Deferred revenue

68.4

70.9

Current portion of obligations under capital leases

45.8

44.6

Total current liabilities

465.6

514.8

Long-term portion of obligations under capital leases

62.6

66.2

Long-term deferred income taxes

7.5

3.5

Other long-term liabilities

78.4

67.9

Total liabilities

614.1

652.4

Redeemable noncontrolling interest

14.2



Equity:

Common stock, $0.01 par value, 108.7 million shares issued and 93.9 million shares

outstanding as of June 30, 2012 and 107.0 million shares issued and 94.3

million shares outstanding as of December 31, 2011

1.1

1.1

Additional paid-in capital

3,455.3

3,422.4

Accumulated other comprehensive income (loss), net

(301.5

)

(287.5

)

Retained earnings (accumulated deficit)

202.1

(789.8</td

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