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2015
ANNUAL
REPORT
Media
emand

Table of contents

  • Page 1
    emand Media 2015 ANNUAL REPORT

  • Page 2
    We build platforms across our media and marketplace properties to enable communities of creators to reach passionate audiences in large and growing lifestyle categories, while also helping advertisers find innovative ways to engage with their customers. /

  • Page 3
    ... ACT OF 1934 For the fiscal year ended December 31, 2015 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...

  • Page 4
    ..., and Director Independence ...Principal Accounting Fees and Services ...59 59 60 60 60 Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities...Selected Financial Data ...Management's Discussion and Analysis of Financial Condition and Results...

  • Page 5
    ... 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 (the "SEC") with the...

  • Page 6
    ... and operate our Content & Media and Marketplaces businesses. The Separation was structured as a pro rata tax-free dividend involving the distribution of all outstanding shares of Rightside common stock to holders of Demand Media common stock as of the August 1, 2014 record date (the "Distribution...

  • Page 7
    ... engine optimization and the ability of users to recommend and share our content via social media websites and applications such as Facebook, Pinterest and Twitter. Visitors access our online properties through desktop and mobile platforms, including mobile applications, and view our content on...

  • Page 8
    ...-faceted monetization platform, incorporating a multitude of partners ranging from sell side platforms to advertising exchanges, that we deploy to our online properties and those hosted for our content channel customers. We use a series of sophisticated algorithms and proprietary methods to present...

  • Page 9
    ... Network Operations Center that is continuously staffed. International Operations We provide our products and services to consumers around the world. Our Content & Media service offering includes eHow en Español, Livestrong.com en Español and eHow Brasil (Spanish and Portuguese language sites that...

  • Page 10
    ... and services; and larger customer bases. These resources may help some of our competitors respond more quickly as the industry and technology evolves, focus more on product innovation, adopt more aggressive pricing policies and devote substantially more resources to website and system development...

  • Page 11
    ...") and the U.S. Commerce Department based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals. Additionally, some of the products and services we provide to customers globally may require approval under applicable U.S. export law. Federal...

  • Page 12
    ... Google, Bing and Yahoo!, to direct a significant amount of traffic to our online properties, including online properties that we host for our content channel customers. Our Content & Media properties are particularly dependent on search referral traffic. For the year ended December 31, 2015, based...

  • Page 13
    ... 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 14
    ... of or change in the services that Google provides to us, or a loss of revenue generated by our advertising agreement with Google, would have a material adverse effect on our business, financial condition and results of operations. Mobile devices are increasingly being used to access the Internet...

  • Page 15
    ...format of advertising units; improving the mobile experience and adding user engagement tools. Such expenses do not directly generate related revenue and certain changes will likely negatively impact our revenue and operating margins in the near-term. In particular, between 2013 and 2015, we removed...

  • Page 16
    ...our recently launched mobile apps may not result in sufficient increased revenue to justify the expenses of developing and maintaining them, and we may encounter problems with operating the mobile apps in the future. If our members encounter difficulty accessing or using our marketplace platforms on...

  • Page 17
    ... model with aspects similar to our platform, including the creation of content for third parties. x x We may be subject to increased future competition to our Content & Media service offering if any of our competitors devote increased resources to more directly address the online market for the...

  • Page 18
    ... substantially more resources to website and system development than we do. Some of our competitors may offer or continue to offer faster and/or free shipping, more favorable return policies or other transaction-related services which improve their user experience, but which could be impractical...

  • Page 19
    ... to credit future amounts owed to us by our advertising partners or repay them for amounts previously received if such future amounts are insufficient. Furthermore, low-quality or invalid traffic may be detrimental to our relationships with third-party advertisement distribution providers and...

  • Page 20
    .... In the third quarter of 2014, we recorded a $232.3 million pretax impairment charge after we determined that the implied fair value of goodwill in our content and media reporting unit was substantially lower than its carrying value. We most recently performed our annual impairment analysis in the...

  • Page 21
    ... advertising purchasing patterns by advertisers and changes in how we sell advertisements; realignment costs associated with shifting priorities for our businesses; timing of and revenue recognition for certain transactions; changes in generally accepted accounting principles; our focus on long-term...

  • Page 22
    .... Some of our systems, products and services involve the storage and transmission of information regarding our 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...

  • Page 23
    ..., including hacking into our systems or facilities, fraud, employee error, malfeasance, or inserting malicious code or malware into our code base. For example, in 2014 we determined that an unauthorized individual may have gained access to the user names, email addresses and passwords of certain...

  • Page 24
    ...as open source licensors generally do not provide warranties, indemnities or other contractual protections with respect to the software (for example, non-infringement or functionality). Our use of open source software may also present additional security risks because the source code for open source...

  • Page 25
    ... well and be reliable. The greater the user traffic and the greater the complexity of our products and services, the more 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...

  • Page 26
    ...need to expend significant resources to protect against security breaches, including encrypting personal information, or remedy breaches after they occur, including notifying each person whose personal data may have been compromised and offering to provide credit monitoring services. Any failure, or...

  • Page 27
    ... 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, trademark infringement and discrimination. In the...

  • Page 28
    ... We are also exploring translating and localizing our Society6 marketplace site into certain foreign languages. We have an eHow site in the United Kingdom, as well as eHow en Español, Livestrong.com en Español and eHow Brasil (Spanish and Portuguese language sites that target both the U.S. and the...

  • Page 29
    ... conditions. x x x In addition, the stock market in general, and the market for Internet-related companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Securities class...

  • Page 30
    ... 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 common stock, of which approximately $19...

  • Page 31
    ... to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; the exclusive right of our board of directors to elect a director to fill a vacancy created...

  • Page 32
    ... both our Content & Media and Marketplaces service offerings. The lease for our Santa Monica facility expires in July 2024, provided that we have a one-time early termination right allowing us to terminate the lease effective as of August 2019. Our primary data center is located in Las Vegas, Nevada...

  • Page 33
    ... table sets forth, for the periods indicated and on a per-share basis, the high and low daily closing sales prices of our common stock as reported by the NYSE, as adjusted for the 1-for-5 reverse stock split that we effected on August 1, 2014. High Low Fiscal Year end December 31, 2015 First...

  • Page 34
    ... 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 total return of our common stock for the period starting on January 26, 2011, the date of our...

  • Page 35
    ... data for the years ended December 31, 2015, 2014 and 2013, as well as the consolidated balance sheet data as of December 31, 2015 and 2014, are derived from our audited consolidated financial statements that are included elsewhere in this Annual Report on Form 10-K. The consolidated statement of...

  • Page 36
    ... common shares outstanding. December 31, 2015 2014 2013 (In thousands) 2012 2011 Consolidated Balance Sheet Data: Cash and cash equivalents and marketable securities ...Working capital ...Total assets...Long-term debt ...Capital lease obligations, long-term ...Total stockholders' equity ...Non-GAAP...

  • Page 37
    ...professional service fees directly attributable to acquisition or corporate realignment activities, (c) employee severance payments attributable to corporate realignment activities, and (d) expenditures related to the separation of Demand Media into two distinct publicly traded companies. Management...

  • Page 38
    ... to increase the number of visits to our online properties, both from direct visits by users and search engine referrals, by building high-quality products that provide a better user experience and lead to increased engagement. Since 2013, we have focused our efforts on redesigning our websites...

  • Page 39
    .... On Society6, revenue is generated from the sale of print-on-demand products. Saatchi Art primarily generates revenue through commissions on the final sale price of original works of art. Our Marketplaces service offering is principally dependent on the number of transactions and average revenue...

  • Page 40
    ... for a period by the number of transactions in that period. The following table sets forth our key business metrics for the periods presented: % Change 2015 2014 2013 2015 % Change 2014 Content & Media Metrics(1): Visits (in thousands) ...Revenue per Visit ...Marketplaces Metrics(1): Number of...

  • Page 41
    ... support fees, overage fees in excess of standard usage terms, outside consulting fees and initial set-up fees. As of February 2015, we no longer provide social media services. Marketplaces We generate service revenue from commissions we receive from facilitating the sale of original art by...

  • Page 42
    ... ended December 31, 2015. We may be required to record impairment charges on our remaining goodwill in future periods. For the year ended December 31, 2014, due to unexpected revenue declines attributed to lower traffic and monetization yields on certain of our content and media websites, we lowered...

  • Page 43
    ..., directors and non-employees, and expenses relating to our Employee Stock Purchase Plan. We record the fair value of these equity-based awards and expenses at their cost ratably over related vesting periods. Interest Income (Expense), Net Interest income consists of interest earned on cash balances...

  • Page 44
    ... losses from existing accounts receivable. We determine the allowance based on an analysis of historical bad debts, customer concentrations, customer credit-worthiness and current economic trends. In addition, past due balances over 60 days and specific other balances are reviewed individually for...

  • Page 45
    ... of December 31, 2015, there was $10.4 million of goodwill recorded in our marketplaces reporting unit. We may be required to record goodwill impairment charges in future periods. Intangible Assets-Media Content We capitalize the direct costs incurred to acquire our media content that is determined...

  • Page 46
    ... on closing or adjustment of the carrying amount to fair value less cost to sell. On August 1, 2014, we completed the Separation of Rightside from Demand Media, resulting in two independent, publicly traded companies. Following the Separation, Rightside operates our former domain name services...

  • Page 47
    ...December 31, 2014 2013 Service revenue ...Service costs ...Sales and marketing ...Product and development ...General and administrative ... based on filed returns are recorded when identified. The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities....

  • Page 48
    ... for all stock-based payment awards made to employees, nonemployees and directors based on the grant date fair values of the awards. For stock option awards to employees with service based vesting conditions, the fair value is estimated using the Black-Scholes-Merton option pricing model. The value...

  • Page 49
    ... of Operations The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results. Year ended December 31, 2014 2015 2013 Revenue: Service revenue ...Product revenue ...Total...

  • Page 50
    ...mobile visit growth across most of our media properties. RPV decreased by 36%, to $21.87 in the year ended December 31, 2015 from $34.22 in the year ended December 31, 2014, primarily due to lower ad monetization yields and a shift to a higher mix of mobile traffic with lower RPV than desktop visits...

  • Page 51
    ... 31, 2014 from $48.39 in the year ended December 31, 2013, primarily due to lower ad monetization yields from cost-per-click advertising, a reduction in higher yielding direct sold display advertising, and a mix shift to lower ad monetizing visits from mobile and international users. Marketplaces...

  • Page 52
    ... for the year ended December 31, 2013, primarily due to increased costs related to the higher volume of products sold on Society6. The year ended December 31, 2014 represented our first full year of product costs related to Society6, which was acquired in June 2013. Sales and Marketing Sales and...

  • Page 53
    ... based on the results of the annual impairment test there was no goodwill impairment charge for the year ended December 31, 2015. For the year ended December 31, 2014, due to unexpected revenue declines attributable to lower traffic and monetization yield on certain of our content and media websites...

  • Page 54
    ... interest expense was $4.4 million for the year ended December 31, 2014, an increase of $2.8 million from $1.6 million in the same period in 2013. The increase was primarily due to an increased balance outstanding under our previous credit facility and a $1.7 million write-off of debt issuance costs...

  • Page 55
    ...As such, during the quarter ended September 30, 2015, we recorded an out of period adjustment which increased depreciation by $0.6 million and decreased "Other income, net" by $0.5 million. Seasonality of Quarterly Results Our Content & Media service offering is affected by seasonal fluctuations in...

  • Page 56
    ...and/or post-closing adjustments to the purchase price, and in July 2015, we paid $7.4 million in cash and issued an additional 122,638 shares of our common stock to the sellers of Society6 following the expiration of the indemnification holdback period. We have also generated cash since July 2014 by...

  • Page 57
    ..., offset in part by changes in accounts payable, accrued expenses, deferred registration costs, other long-term assets and deposits with registries of $13.3 million. The increase in our deferred revenue was primarily due to growth in our former registrar service during the period. The decrease in...

  • Page 58
    ... ended December 31, 2015, 2014 and 2013, we used $4.7 million, $8.9 million and $26.7 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...

  • Page 59
    ... rate, foreign exchange, inflation, and concentration of credit risk. To reduce and manage these risks, we assess the financial condition of our large advertising network providers, large direct advertisers and their agencies and other large customers when we enter into or amend agreements with them...

  • Page 60
    ...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, 2015 2014 Google, Inc... 26 % 42 % Item 8. Financial Statements and Supplementary Data...

  • Page 61
    ...independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting. There have been no changes in the Company's internal control over financial reporting during the most recent fiscal quarter...

  • Page 62
    ... 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item will be set forth in the 2016 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information required by this item will be...

  • Page 63
    ...Annual Report on Form 10-K on the pages indicated: Page Report of Independent Registered Public Accounting Firm ...Consolidated Balance...a list of exhibits filed as part of this Annual Report on Form 10-K, which Exhibit Index is incorporated herein by reference. (c) Financial Statement Schedule: All...

  • Page 64
    ... any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneysin-fact and agents, and each of them, full power and authority to do and...

  • 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 Loss ...Consolidated ...

  • Page 66
    ... position of Demand Media, Inc. and its subsidiaries (the "Company") at December 31, 2015 and December 31, 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in...

  • Page 67
    Demand Media, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except per share amounts) December 31, 2015 December 31, 2014 Assets Current assets Cash and cash equivalents ...Accounts receivable, net ...Prepaid expenses and other current assets ...Total current assets ...Property ...

  • Page 68
    Demand Media, Inc. and Subsidiaries Consolidated Statements of Operations (In thousands, except per share amounts) Year ended December 31, 2014 2015 2013 Revenue: Service revenue ...Product revenue ...Total revenue ...Operating expenses: Service costs (exclusive of amortization of intangible ...

  • Page 69
    Demand Media, Inc. and Subsidiaries Consolidated Statements of Comprehensive Loss (In thousands) Year ended December 31, 2014 2015 2013 Net loss ...Other comprehensive income (loss), net of tax: Foreign currency translation adjustment ...Unrealized gain on marketable securities available-for-sale...

  • Page 70
    ...on marketable securities ...Foreign currency translation adjustment ...Net loss ...Balance at December 31, 2014 . . Issuance of stock under employee stock awards and other, net ...Issuance of stock for acquisition holdback ...Stock-based compensation expense...Foreign currency translation adjustment...

  • Page 71
    Demand Media, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands) 2015 Year ended December 31, 2014 2013 Cash flows from operating activities Net loss ...Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization ...

  • Page 72
    ... and operate our Content & Media and Marketplaces businesses. The Separation was structured as a pro rata tax-free dividend involving the distribution of all outstanding shares of Rightside common stock to holders of Demand Media common stock as of the August 1, 2014 record date (the "Distribution...

  • Page 73
    ... statements include the accounts of Demand Media and its wholly owned subsidiaries. Acquisitions are included in our consolidated financial statements from the date of the acquisition. Our purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their...

  • Page 74
    ...operations, and record these revenue-sharing payments to our customers in service costs. Social Media Services. Prior to the sale of our Pluck social media business, we configured, hosted, and maintained our platform for social media services under private-labeled versions of software for commercial...

  • Page 75
    ... advertising services to our owned and operated websites in exchange for a share of the underlying advertising revenue. Accounts receivable from third parties are recorded as the amount of the revenue share as reported to us by the advertising networks and are generally due within 30 to 60 days...

  • Page 76
    ... are recorded at negotiated advertising rates (customarily based on advertising impressions) and as the related advertising is delivered over our owned and operated websites. Direct advertising accounts receivable are generally due within 30 to 60 days from the date the advertising services are...

  • Page 77
    ... of websites on which our content resides. We generally acquire content when our internal systems and processes provide reasonable assurance that, given predicted consumer and advertiser demand relative to our predetermined cost to acquire the content, the content unit will generate revenue...

  • Page 78
    ...content and media reporting unit was zero. Accordingly, we recorded $232.3 million for the goodwill impairment charge in 2014. For the year ended December 31, 2015, we performed our annual goodwill impairment test in the fourth quarter of the year, consistent with our existing accounting policy, and...

  • Page 79
    ... and $2.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. Stock-Based Compensation We measure and recognize compensation expense for all stock-based payment awards made to employees, nonemployees and directors based on the grant date fair values of the awards. Our stock...

  • Page 80
    .... We reported a net loss for the years ended December 31, 2015, 2014 and 2013, and as a result, all potentially dilutive common shares are considered antidilutive for these periods. Foreign Currency Transactions Foreign currency transaction gains and losses are charged or credited to earnings...

  • Page 81
    ... the company expects to be entitled in exchange for those goods or services. Further, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing and uncertainty of revenue that is recognized. The original effective date for ASU 2014...

  • Page 82
    ... of the years ended December 31, 2014 and 2013. Depreciation expense for the periods shown is classified as follows (in thousands): Year ended December 31, 2014 2015 2013 Service costs ...Sales and marketing ...Product development ...General and administrative ...Discontinued operations ...Total...

  • Page 83
    ...2015 Accumulated amortization Gross carrying amount Net carrying amount Weighted average useful life (years) Customer relationships ...$ Artist relationships ...Media content ...Technology...31, 2014 2015 2013 Service costs ...Sales and marketing ...Product development ...General and ...

  • Page 84
    ...content and media reporting unit was zero. Accordingly, we recorded $232.3 million for the goodwill impairment charge in 2014. We performed our annual impairment analysis in the fourth quarter of 2015, and determined that no impairment of goodwill existed at December 31, 2015. 6. Other Balance Sheet...

  • Page 85
    ... retention periods, which extend through the first quarter of 2016. Changes to the severance accrual during the year ended December 31, 2015 are as follows (in thousands): Balance at December 31, 2014 ...New charges ...Cash payments ...Balance at December 31, 2015 ...7. Debt In November 2014, we...

  • Page 86
    ... ...Total minimum lease payments ... $ $ 2,033 2,089 3,493 1,482 27 - 9,124 We incurred rent expense of $2.9 million, $3.5 million and $6.7 million, respectively, for the years ended December 31, 2015, 2014 and 2013. As of December 31, 2015 and 2014, other long-term liabilities include a deferred...

  • Page 87
    ... obligations in the future. Accordingly, we have not recorded any liability for these indemnities. 9. Income Taxes Income (loss) before income taxes from continuing operations consisted of the following (in thousands): 2015 2014 2013 Domestic ...Foreign ...Loss from continuing operation before...

  • Page 88
    ... million and $44.5 million, which expire between 2016 and 2035. 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...

  • Page 89
    ... for the years ended December 31, 2015, 2014 and 2013, respectively. 11. Stock-based Compensation Plans and Awards Stock Incentive Plans The 2010 Incentive Award Plan (the "2010 Plan") was adopted by the board of directors, and approved by the Company's stockholders in August 2010. In connection...

  • Page 90
    ... stock options granted with service 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, 2014 2015 2013 Expected life (in years) ...Risk-free interest rate ...Expected volatility...

  • Page 91
    ... to the lower of market price as of the beginning or ending of each six-month purchase period. Participants can authorize payroll deductions for amounts up to the lesser of 15% of their qualifying wages or the statutory limit under the U.S. Internal Revenue Code. The ESPP provides up to a 24-month...

  • Page 92
    ... related to all employee and non-employee stock-based awards was as follows (in thousands): Year ended December 31, 2014 2013 2015 Service costs ...Sales and marketing ...Product development ...General and administrative ...Discontinued operations ...Total stock-based compensation ...Income tax...

  • Page 93
    ... 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 to holders of Demand Media common stock as of the record date (the...

  • Page 94
    ... and media reporting unit was zero. Accordingly, we recorded $232.3 million for the goodwill impairment charge in 2014. These estimated fair value measurements were calculated using unobservable inputs, primarily using the income and market approach, specifically the discounted cash flow method and...

  • Page 95
    ... effect to working capital adjustments and 1,049,959 shares of our common stock, valued at approximately $10.3 million based on Demand Media's stock price on the closing date of the Merger. Of the $1.7 million from the cash portion of the purchase price that was placed into escrow to be applied...

  • Page 96
    ... 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 by us to secure post-closing indemnification...

  • Page 97
    ... is reviewed by the CODM on a consolidated basis. All of the Company's principal operations and assets are located in the United States. Revenue derived from the Company's Content & Media and Marketplaces is as follows (in thousands): Year ended December 31, 2014 2015 2013 Content & Media...

  • Page 98
    ...of revenue generated through advertising network partners representing more than 10% of consolidated revenue is as follows: Year ended December 31, 2014 2015 2013 Google ... 36 % 50 % 56 % Advertising network partners comprising more than 10% of the consolidated accounts receivable balance was...

  • Page 99
    18. Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share of common stock (in thousands, except per share data): Year ended December 31, 2014 2015 2013 Net loss from continuing operations ...Net loss from discontinued ...

  • Page 100
    ... of Merger, dated as of August 8, 2014, by and among Demand Media, Inc., Gallery Merger Sub, 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...

  • Page 101
    ... 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 of this exhibit...

  • Page 102
    ...10.19 Transition Services Agreement between Demand Media, Inc. and Rightside Group, Ltd., dated as of August 1, 2014 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 7, 2014) Employee Matters Agreement between Demand Media, Inc. and...

  • Page 103
    ... Subsidiaries of Demand Media, Inc. Subsidiaries Demand Media Canada Corp. Demand Media (Netherlands) B.V. Demand Media Services, LLC Out of the Box S.A. Pluck UK Limited Saatchi Online, Inc. Society6, LLC Jurisdiction British Columbia, Canada Netherlands Delaware Argentina England Delaware Delaware

  • Page 104
    Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-198492) and Form S-8 (No. 333-172371) of Demand Media, Inc. of our report dated March 1, 2016 relating to the financial ...

  • Page 105
    ...have reviewed this Annual Report on Form 10-K of Demand Media, Inc.; Based on my knowledge, this report does...provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting...

  • Page 106
    ...have reviewed this Annual Report on Form 10-K of Demand Media, Inc.; Based on my knowledge, this report does...provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting...

  • Page 107
    ... 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 108
    ... 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 109
    ... 2:00pm at Demand Media Headquarters 1655 26th Street Santa Monica, CA 90404 Transfer Agent & Registrar American Stock Transfer & Trust Company LLC Shareholder Services Department 6201 15th Avenue Brooklyn, NY 11219 (800) 937-5449 Independent Registered Public Accounting Firm PricewaterhouseCoopers...

  • Page 110
    1655 26th Street Santa Monica, CA 90404 www.demandmedia.com