Enom 2014 Annual Report Download

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Table of contents

  • Page 1

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    ..., 2014 OR Â... TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35048 DEMAND MEDIA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation...

  • Page 4
    DEMAND MEDIA, INC. INDEX TO FORM 10-K Page PART I. Item 1 Item 1A Item 1B Item 2 Item 3 Item 4 PART II. Item 5 Item 6 Item 7 Item 7A Item 8 Item 9 Item 9A Item 9B PART III. Item 10 Item 11 Item 12 Item 13 Item 14 PART IV. Item 15 Exhibits, Financial Statement Schedules ...57 61 Directors, Executive...

  • Page 5
    ... forward-looking statements for any reason after the date of this Annual Report on Form 10-K, except as required by law. You should read this Annual Report on Form 10-K and the documents that we reference in this Annual Report on Form 10-K and have filed with the Securities and Exchange Commission...

  • Page 6
    ... work directly to consumers around the world. • Our Content & Media service offering derives the majority of its revenue from the sale of advertising on our owned and operated online properties. We also generate revenue from the sale or license of content that we create for our customers. Our...

  • Page 7
    ... unique visitors across desktop and mobile platforms in the United States in January 2015. Users visit our online properties through search engine referrals, direct navigation, social media referrals, web-based mobile applications and online marketing activities. Our properties are designed to...

  • Page 8
    ... operated online properties and online properties operated by our customers. Consistent with other performance-based advertising programs, we enter into revenue-sharing arrangements with customers that utilize our system of monetization tools. Content Solutions. Our Content Solutions service helps...

  • Page 9
    ... Part I, Item 1A of this Annual Report on Form 10-K. Customers Our Content & Media customers currently include advertisers and advertising providers that purchase advertising space on our owned and operated online properties; third parties that publish content created by our content creation studio...

  • Page 10
    ... being able to launch online sites or mobile platforms for a nominal cost by using commercially-available software or partnering with successful e-commerce companies. Many of our current Content & Media and Marketplaces competitors have, and potential competitors may have, significantly greater...

  • Page 11
    ... Our operational and financial profile changed in connection with the Separation and we are now a smaller, less diversified company. On August 1, 2014, we completed the Separation of Rightside from Demand Media. The Separation was structured as a pro rata tax-free dividend involving the distribution...

  • Page 12
    ... amended (the "Code"). The private letter ruling and Tax Opinion relied on certain facts, assumptions, representations and undertakings from us and Rightside regarding the past and future conduct of the companies' respective businesses and other matters. The private letter ruling did not address all...

  • Page 13
    ... Google, Bing and Yahoo!, and any future changes that may be made by search engines that negatively impact the volume of referral traffic, could further negatively impact our business. Any reduction in the number of users directed to our owned and operated online properties or our customers' online...

  • Page 14
    ... of our platform that we use to generate advertiser interest is our system of monetization tools, which is designed to match content with advertisements in a manner that optimizes revenue yield and end-user experience. Advertising providers and advertisers will stop placing advertisements on our...

  • Page 15
    ... basis to address changing consumption trends, consumer preferences and new technologies; the success and competitiveness of new entrants into this highly competitive industry; competitive pricing pressures, including potential discounts offered to attract customers and reduced or free shipping...

  • Page 16
    ... for advertisers and customers on the basis of a number of factors including return on marketing expenditures, price of our offerings and the ability to deliver large amounts, or precise types, of segmented customer traffic. Our current principal competitors include: • Online Marketing and Media...

  • Page 17
    ...-demand products; customer service; the convenience and ease of the shopping experience we provide; and our reputation and brand strength. Many of our current competitors for our artist marketplaces have, and potential competitors may have, longer operating histories, larger customer bases, greater...

  • Page 18
    ... our mobile web optimized sites in order to improve the user experience or comply with the requirements of our advertising partners, which could negatively impact our monetization efforts on mobile devices. In addition, mobile advertising yields on average are currently lower than those for desktop...

  • Page 19
    ... condition and results of operations. Our Content & Media business is dependent on attracting a large number of visitors to our owned and operated online properties and our customers' online properties and providing leads and clicks to our advertisers, which depends in part on our reputation within...

  • Page 20
    ... of low-quality traffic, or traffic that is deemed to be invalid by online advertisers, will be delivered to online advertisers on our online properties or our customers' online properties. As a result, we may be required to credit future amounts owed to us by our advertising partners or repay them...

  • Page 21
    ...variability of our quarterly and annual results include: • lower than anticipated levels of traffic to our owned and operated online properties and to our customers' online properties; seasonality of the revenue associated with our online marketplaces, including increased sales activity during the...

  • Page 22
    ... complete an acquisition, we may not be able to successfully assimilate and integrate the acquired websites, business, assets, technologies, solutions, personnel or operations, particularly if key personnel of an acquired company decide not to work for us, and we therefore may not achieve the...

  • Page 23
    ... users, customers, and advertising and publishing partners, and our information technology and infrastructure may be vulnerable to cyberattacks, malware or security incidents that result in third parties gaining access to such proprietary information. An increasing number of websites have recently...

  • Page 24
    ... our websites. If our third party payment processors fail to be in compliance with applicable credit card rules and regulations, we may be required to migrate to an alternate payment processor, experience transaction downtime during the migration and lose customers. Many of our online marketplace...

  • Page 25
    ... computing power we will need. In the future, we may spend substantial amounts to purchase or lease data centers and equipment, upgrade our technology and network infrastructure to handle increased traffic on our owned and operated online properties and roll out new products and services. Updating...

  • Page 26
    ... to the liability of providers of online services are evolving. Claims have been either threatened or filed against us under both U.S. and foreign laws for defamation, copyright infringement, patent infringement, privacy violations, cybersquatting and trademark infringement. In the future, claims...

  • Page 27
    ... and, in particular, additional sales taxes or VAT, would likely increase the cost of doing business online and decrease the attractiveness of advertising and selling goods and services over the Internet. New taxes could also create significant increases in internal costs necessary to capture data...

  • Page 28
    ...customers around the world. We are also exploring launching our content and media properties in certain additional countries, as well as translating our Society6 site into certain foreign languages. We cannot be certain that we will be successful in introducing or marketing our products and services...

  • Page 29
    ... and the operating performance of similar companies; the overall performance of the equity markets; the number of shares of our common stock publicly owned and available for trading; any major change in our board of directors or management; publication of research reports about us or our industries...

  • Page 30
    ...common stock. Our stock repurchase program may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock. Our board of directors previously approved a stock repurchase program under which we are authorized to repurchase up to $50.0 million of our...

  • Page 31
    ...management entrenchment. Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors, including, among other...

  • Page 32
    ...alleged by Mr. Saatchi constitutes a repudiatory breach of the IP Agreement and intend to vigorously defend the lawsuit. The litigation is in its early stages. On December 30, 2014, Charles Saatchi and Robert Norton, common stockholders of Saatchi Art prior to Demand Media's acquisition of it, filed...

  • Page 33
    ... all of our earnings will be used to provide working capital, to support our operations and to finance the growth and development of our business. Any future determination to declare cash dividends will be made at the discretion of our board of directors and will depend on our financial condition...

  • Page 34
    ... "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Demand Media under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The graph compares the cumulative...

  • Page 35
    ... notes included elsewhere in this Annual Report on Form 10-K. Year ended December 31, 2014(1) 2013(1) 2012(1) 2011(1) 2010 (In thousands, except per share data) Consolidated Statements of Operations: Total revenue ...$ Operating expenses: Service costs (exclusive of amortization of intangible...

  • Page 36
    ... common shares outstanding. December 31, 2014 2013 2012 (In thousands) 2011 2010 Consolidated Balance Sheet Data: Cash and cash equivalents and marketable securities ...Working capital ...Total assets ...Long-term debt...Capital lease obligations, long term ...Convertible preferred stock ...Total...

  • Page 37
    ..., 2014, 2013, 2012 and 2011 includes $7.7 million, $3.1 million, $2.1 million and $5.9 million, respectively, of accelerated non-cash amortization expense associated with the removal of certain media content intangible assets from service during those years. Represents the fair value of stock-based...

  • Page 38
    ...we could experience lower advertising revenue even if the number of visits to our properties increases. The majority of our advertising revenue currently is and historically has been generated by our relationship with Google. Google also serves as one of the principal technology platform partners in...

  • Page 39
    ...' online properties, to the extent that the visited customer web pages are hosted by our content services, in each case with breaks of access of at least 30 minutes constituting a unique visit. RPV: We define RPV as Content & Media revenue per one thousand visits. y Marketplaces Metrics y y number...

  • Page 40
    ... forth additional performance highlights of key business metrics for the periods presented: Year ended December 31, 2013 % Change 2014 to 2013 2013 to 2012 2014 2012 Content & Media Metrics(1): Visits (in thousands) ...RPV ...Marketplaces Metrics(1): Number of Transactions ...Average Revenue per...

  • Page 41
    ... product revenue is currently generated through Society6. Service Costs Service costs consist of payments relating to our revenue-sharing arrangements, such as Internet connection and co-location charges and other platform operating expenses, including depreciation of the systems and hardware used...

  • Page 42
    ... and media reporting unit was zero. Accordingly, we recorded a $232.3 million goodwill impairment charge during the third quarter of 2014. We performed our annual impairment analysis in the fourth quarter of the year ended December 31, 2014, and based on the results of the annual impairment test...

  • Page 43
    ... from existing accounts receivable. We determine the allowance based on an analysis of historical bad debts, advertiser concentrations, advertiser credit-worthiness and current economic trends. In addition, past due balances over 60 days and specific other balances are reviewed individually for...

  • Page 44
    ... accounting policy, and we determined that there was no further impairment charge for the year ended December 31, 2014. We may be required to record additional goodwill impairment charges in future periods. Intangible Assets-Media Content We capitalize the direct costs incurred to acquire our media...

  • Page 45
    ...and allocate the purchase price of each acquired business to our respective net tangible and intangible assets. Acquired intangible assets include: trade names, non-compete agreements, owned website names, artist relationships, customer relationships, technology, media content, and content publisher...

  • Page 46
    ... former domain name services business, while we continue to own and operate our Content & Media and Marketplaces businesses. The financial results of Rightside are presented as discontinued operations in our consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012...

  • Page 47
    ... expected life of our options based upon our historical experience of option exercises combined with estimates of the post-vesting holding period. The-risk free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected...

  • Page 48
    ...ended December 31, 2014 2013 (In thousands) 2012 Revenue: Service revenue ...Product revenue ...Total revenue ...Operating expenses(1)(2): Service costs (exclusive of ...operations ...Total depreciation ...Stock-based compensation included in the above line items: Service costs...Sales and marketing ...

  • Page 49
    ...offset by mobile visit growth across most of our online properties and desktop visit growth from our international and customer web pages hosted by our content services. RPV decreased by 29%, to $34.22 in the year ended December 31, 2014 from $48.39 in the year ended December 31, 2013, primarily due...

  • Page 50
    ...traffic acquisition cost ("TAC"), a $1.7 million decrease in newly created content and a $0.1 million decrease in information technology expense. These factors were partially offset by a $1.9 million increase in content remediation related expenses. Service costs for the year ended December 31, 2013...

  • Page 51
    ... 31, 2014, and based on the results of the annual impairment test there were no additional goodwill impairment charges for the year ended December 31, 2014. We did not record any impairment charges during the corresponding 2013 and 2012 periods. See "-Critical Accounting Policies and Estimates...

  • Page 52
    ..., 2013 increased by $1.0 million as compared to the same period in 2012 primarily due to the balance outstanding under the credit facility that we entered into during the third quarter of 2013. Other Income (Expense), Net Other income (expense), net for the year ended December 31, 2014 increased by...

  • Page 53
    ... in internet usage and our Marketplaces service offering is affected by traditional retail seasonality as well as seasonal fluctuations in internet usage. Internet usage generally slows during the summer months while our online marketplaces generally experience increased sales activity during the...

  • Page 54
    ... Agreement. The Credit Agreement had provided for a $100.0 million senior secured term loan facility and a $125.0 million senior secured revolving loan facility, each of which was scheduled to mature on August 29, 2018. Under the Credit Agreement, loans bore interest at an annual rate based on LIBOR...

  • Page 55
    ... receivable, deferred revenue and accounts payable of $24.8 million offset in part by changes in prepaid expenses and other current assets, accrued expenses, other long-term assets, deferred registration costs, and deposits with registries of $19.6 million. The increases in our deferred revenue and...

  • Page 56
    ... 31, 2014, 2013 and 2012, we used $8.9 million, $26.7 million and $17.7 million, respectively, in cash to fund capital expenditures to create internally developed software, fund leasehold improvements and purchase servers, IT equipment and fixtures and fittings. We currently anticipate making...

  • Page 57
    ... assurance that there will not be losses on these deposits. Advertising network partners that accounted for more than 10% of our consolidated accounts receivable balance were as follows: Year ended December 31, 2014 2013 Google ...Item 8. Financial Statements and Supplementary Data 42 % 27% The...

  • Page 58
    ... the Treadway Commission (2013 framework). Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2014. The effectiveness of the Company's internal control over financial reporting as of December 31, 2014 has been...

  • Page 59
    ... an amendment to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information on our corporate website, at the address and location specified above and, to the extent required by the listing standards of the New York Stock Exchange, by filing a Current Report...

  • Page 60
    ...Annual Report on Form 10-K on the pages indicated: Page Report of Independent Registered Public Accounting Firm ...Consolidated Balance... to Consolidated Financial Statements ...(b) Financial Statement Schedule: F-2 F-3 F-4 F-5 F-6 F-7 F-8 All schedules are omitted because they are not applicable ...

  • Page 61
    ..., Inc., Saatchi Online, Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on August 11, 2014) Amended and Restated Certificate of Incorporation of Demand Media, Inc., as amended effective August...

  • Page 62
    ... herewith) Google Services Agreement entered into by Google Inc. and Demand Media, Inc., effective as of November 1, 2014 (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form...

  • Page 63
    10.20A Amendment Number One to Google Services Agreement between Google Inc. and Demand Media, Inc., dated February 6, 2015 (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.2 to the Company's Current Report on ...

  • Page 64
    ... 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DEMAND MEDIA, INC. By: /s/ SEAN MORIARTY SEAN MORIARTY Chief Executive Officer Date: March 16, 2015 POWER OF ATTORNEY Each person...

  • Page 65
    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Demand Media, Inc. Consolidated Financial Statements Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Operations ...Consolidated Statements of Comprehensive Income (Loss) ......

  • Page 66
    ...accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013...

  • Page 67
    Demand Media, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except per share amounts) December 31, 2014 December 31, 2013 Assets Current assets Cash and cash equivalents ...Accounts receivable, net...Prepaid expenses and other current assets ...Deferred registration costs...Total...

  • Page 68
    Demand Media, Inc. and Subsidiaries Consolidated Statements of Operations (In thousands, except per share amounts) Year ended December 31, 2013 2014 2012 Revenue: Service revenue ...Product revenue ...Total revenue ...Operating expenses: Service...(loss) ...Weighted average number of shares - basic ...

  • Page 69
    Demand Media, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) (In thousands) Year ended December 31, 2013 2014 2012 Net income (loss) ...Other comprehensive income (loss), net of tax: Foreign currency translation adjustment ...Unrealized gain on marketable securities ...

  • Page 70
    ... ...Issuance of common stock for acquisitions ...Spin-off of Rightside, Ltd...Reverse split ...Realized gain on marketable securities ...Foreign currency translation adjustment ...Net loss ...Balance at December 31, 2014... 16,721 886 (221 ) 17,386 452 416 (112 ) 18,142 549 1,050 19,741 $ 10 1 11...

  • Page 71
    ... other current assets ...Deferred registration costs ...Deposits with registries ...Other long-term assets ...Accounts payable ...Accrued expenses and other liabilities ...Deferred revenue ...Net cash provided by operating activities ...Cash flows from investing activities Purchases of property and...

  • Page 72
    ... Internet company with leading online media properties and marketplace platforms that enable communities of creators to reach passionate audiences in large and growing lifestyle categories. Our business is comprised of two service offerings, Content & Media and Marketplaces. On August 1, 2014, we...

  • Page 73
    ... a maturity of 90 days or less at the time of purchase to be cash equivalents. We consider funds transferred from our credit card service providers but not yet deposited into our bank accounts at the balance sheet dates, as funds in transit and these amounts are recorded as unrestricted cash, since...

  • Page 74
    ... based on their relative selling prices. Our revenue is principally derived from the following services and products: Service Revenue Content & Media Advertising Revenue. We generate revenue from advertisements displayed alongside our content on our online properties and certain of our customers...

  • Page 75
    ...charged to customers are recorded in service revenue or product revenue. Associated costs are recorded in service costs or product costs. Accounts Receivable Accounts receivable primarily consist of amounts due from: y Third parties who provide advertising services to our owned and operated websites...

  • Page 76
    ... losses in existing accounts receivable. We determine the allowance based on an analysis of historical bad debts, advertiser concentrations, advertiser credit-worthiness and current economic trends. In addition, past due balances over 60 days and specific other balances are reviewed individually for...

  • Page 77
    ... us to experience fluctuations in the total number of Google search referrals to our owned and operated online properties and our customers' online properties. To date, the overall impact of these changes on our owned and operated websites was negative primarily due to a decline in traffic to eHow...

  • Page 78
    ...goodwill is primarily based on an estimate of the discounted cash flows expected to result from that reporting unit, but may require valuations of certain internally generated and unrecognized intangible assets such as our software, technology, patents and trademarks. We test goodwill for impairment...

  • Page 79
    ... Demand Media's common stock at a discount to the market price in accordance with the terms of the plan. We use the Black-Scholes-Merton option pricing model to determine the fair value of the ESPP awards granted which is recognized straight-line over the total offering period. The current offering...

  • Page 80
    ...December 31, 2014, 2013 and 2012. (Refer to Note 14 for additional information). Our policy for discontinued operations reflects a revised standard on reporting discontinued operations and disclosures of disposals of components of an entity issued by the Financial Accounting Standards Board in April...

  • Page 81
    ...issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services...

  • Page 82
    ...31, 2014, 2013 and 2012. 4. Intangible Assets Intangible assets consisted of the following (in thousands): December 31, 2014 Accumulated amortization Gross carrying amount Net Weighted average useful life (years) Customer relationships ...Artist Relationships ...Media content...Technology ...Non...

  • Page 83
    ... of the goodwill in the content and media reporting unit was zero. Accordingly, we recorded $232.3 million for the goodwill impairment charge in the third quarter of 2014 (refer to Note 2 for additional information). 6. Other Balance Sheet Items Accounts receivable consisted of the following (in...

  • Page 84
    ... 31, 2014, of which the long-term portion was recorded in other long-term assets. Other assets at December 31, 2013 include $0.9 million of restricted cash comprising a collateralized letter of credit related to applications we made under a program designed to expand the total number of domain name...

  • Page 85
    ...alleged by Mr. Saatchi constitutes a repudiatory breach of the IP Agreement and intend to vigorously defend the lawsuit. The litigation is in its early stages. On December 30, 2014, Charles Saatchi and Robert Norton, common stockholders of Saatchi Art prior to Demand Media's acquisition of it, filed...

  • Page 86
    .... Accordingly, we have not recorded any liability for these indemnities, commitments and guarantees in the accompanying balance sheets. 9. Income Taxes Income (loss) before income taxes from continuing operations consisted of the following (in thousands): 2014 2013 2012 Domestic ...Foreign ...Loss...

  • Page 87
    ..., which expire between 2014 and 2032. Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, provide for annual limitations on the utilization of net operating loss and credit carryforwards if we were to undergo an ownership change, as defined in Section 382. Changes in our equity...

  • Page 88
    ... granted with service and/or performance conditions was determined on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted average assumptions: Year ended December 31, 2013 2012(1) 2014 Expected life (in years) ...Risk-free interest rate ...Expected...

  • Page 89
    ... exercise behavior combined with estimates of the post-vesting holding period. Expected volatility is based on historical volatility of peer companies in our industry that have similar vesting and contractual terms. The risk free interest rate is based on the implied yield currently available...

  • Page 90
    ... stock remaining authorized for issuance under the ESPP at December 31, 2014. Stock-based Compensation Expense Stock-based compensation expense related to all employee and non-employee stock-based awards was as follows (in thousands): Year ended December 31, 2013 2014 2012 Service costs...Sales...

  • Page 91
    ... was approximately preserved. 12. Stockholders' Equity Reverse Stock Split On August 1, 2014, we completed the Separation of Rightside from Demand Media, Inc. The Separation was structured as a pro rata tax-free dividend involving the distribution of all outstanding shares of Rightside common stock...

  • Page 92
    ..., if they are deemed to be impaired as the result of an impairment review. Due to unexpected revenue declines in the third quarter of 2014 attributable to lower traffic and monetization yield on certain of our Content & Media websites, we lowered our future cash flow expectations. As a result of the...

  • Page 93
    ... media properties and applications and domain service businesses. In addition to identifiable assets acquired in these business combinations, our acquired goodwill that primarily derives from the ability to generate synergies across our media services. On August 8, 2014, we acquired Saatchi Online...

  • Page 94
    ... from assembled workforce and our ability to generate synergies with its services. In March 2013, we acquired Creativebug, an online destination for arts and crafts instruction based in San Francisco, California, for an $8.0 million cash purchase price consideration. $0.8 million cash was held back...

  • Page 95
    ...): Year ended December 31, 2013 2014 2012 Content & Media...Marketplaces ...Total revenue ... $ $ 137,038 35,391 172,429 $ $ 195,080 14,331 209,411 $ $ 207,640 207,640 Revenue by geographic region, as determined based on the location of our customers or the anticipated destination of...

  • Page 96
    ... of revenue generated through advertising network partners representing more than 10% of consolidated revenue is as follows: Year ended December 31, 2013 2014 2012 Google ... 50% 56 % 60% Advertising network partners comprising more than 10% of the consolidated accounts receivable balance was...

  • Page 97
    ..., Inc., Saatchi Online, Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on August 11, 2014) Amended and Restated Certificate of Incorporation of Demand Media, Inc., as amended effective August...

  • Page 98
    ... to a request for confidential treatment) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 9, 2015) Amendment Number One to Google Services Agreement between Google Inc. and Demand Media, Inc., dated February 6, 2015 (portions...

  • Page 99
    ... 10.4 to the Company's Current Report on Form 8-K filed with the SEC on August 7, 2014) †Demand Media, Inc. Outside Director Compensation Program (filed herewith) Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.01 to the Company's Annual Report on Form 10-K filed...

  • Page 100
    Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-183554 and 333-198492) and Form S-8 (No. 333-172371) of Demand Media, Inc. of our report dated March 16, 2015 relating to the ...

  • Page 101
    ... 2. I have reviewed this Annual Report on Form 10-K of Demand Media, Inc.; Based on my knowledge, this report does not contain ...based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors...

  • Page 102
    ... 2. I have reviewed this Annual Report on Form 10-K of Demand Media, Inc.; Based on my knowledge, this report does not contain ...based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors...

  • Page 103
    ... Commission and is not to be incorporated by reference into any filing of Demand Media, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language...

  • Page 104
    ... for the fiscal year ended December 31, 2014 (the "Report") of Demand Media, Inc. (the "Company") as filed with the Securities and Exchange Commission, I, Peter Kim, Senior Vice President, Accounting and interim Chief Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as...

  • Page 105

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