DGIT Digital Generation, Inc. (MM)

Online Revenues Increase 13%; Online Segment EBITDA Grows 123%

DALLAS, TX--(Marketwired - Nov 6, 2013) - DG® (NASDAQ: DGIT), the world's leading multiscreen ad management company, today reported financial results for the third quarter of 2013.

Consolidated revenues for the three months ended September 30, 2013 were down 4% to $90.1 million compared to the same period of 2012. DG's third quarter loss from continuing operations was $0.9 million, or $0.03 per diluted share, compared to a loss from continuing operations of $219.7 million, or $7.96 per diluted share in the prior year period. The prior year period included a goodwill impairment charge of $208.2 million. Third quarter adjusted EBITDA was $28.3 million, compared to $27.6 million reported in the third quarter of 2012.

"DG continues to occupy a strong strategic position with global advertisers and agencies as they extend and optimize their campaigns across display, mobile, video, television and social," said Neil Nguyen, Chief Executive Officer of DG. "Our strategy delivered strong third quarter results of 13% revenue growth and solid cash flow in our online segment, helping total Company Adjusted EBITDA exceed expectations."

Third quarter highlights include:

• The Online Segment generated revenue of $38.2 million, an increase of 13% from the third quarter of 2012.
• Online Segment Adjusted EBITDA before corporate overhead margins improved to 25% from 13% in the third quarter of 2012.
•  The Television Segment generated revenue of $51.9 million as compared to $60.1 million in the third quarter of 2012 which included $2.7 million in political revenues related to the 2012 presidential and national elections. 
• Consolidated operating income of $7.8 million included $3.7 million of acquisition, integration and other related expenses in the third quarter of 2013.
• Consolidated cash flow from operations increased by 30% to $67.8 million in the first nine months of 2013 from $52.0 million in the comparable prior year period.
• The Company repaid $8.6 million of outstanding debt under its credit facility, resulting in $386.4 million in outstanding debt as of September 30, 2013.
•  As of September 30, 2013, DG reported $60.2 million of cash.

Transaction Update

On August 12, 2013, DG announced an agreement to sell its television ad delivery business to Extreme Reach, Inc. for $485 million. The proceeds will be used by DG to pay off all of its outstanding debt and to fund the majority of a planned $3 per share cash distribution to DG stockholders. In addition, DG stockholders will receive shares in a new company that will hold DG's online business.

On October 24, 2013 DG announced the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had expired. DG plans to file with the SEC a proxy and information statement in connection with the merger in the next few weeks. The Company continues to anticipate the transactions contemplated by the merger agreement will close in the first quarter of 2014.

Completion of the transactions remains subject to approval by the stockholders of the Company, as well as the satisfaction or waiver of the other closing conditions specified in the merger agreement.

Third Quarter 2013 Financial Results Webcast

The Company will host a conference call and webcast at 5:00 PM ET on November 6, 2013. Participants can access the webcast at www.DGIT.com. For the webcast, please allow 15 minutes to register and download any necessary software. Following the call's completion, a replay will also be available for 30 days on the Company's website.

Acquisitions / Discontinued Operations

The Company has completed two acquisitions that have impacted the comparability of the operating results presented. The results of operations for each of the following entities have been included in the Company's results since the acquisition date.

• Peer 39, Inc. ("Peer 39") on April 30, 2012 (included in Online Segment)
• NCMG, Inc. ("North Country") on July 31, 2012 (included in Television Segment)

DG sold the net assets of its Springbox unit effective June 1, 2012 for estimated proceeds of $0.9 million, resulting in an after tax loss of $0.6 million. Results of the Springbox unit have been included in discontinued operations for 2012.

Additionally, the acquisition of Republic Project was completed October 4, 2013 and will be included in the fourth quarter 2013 results. DG agreed to acquire substantially all of the assets of Republic Project for $1.4 million in cash and an additional earn out tied to revenue and EBITDA performance targets in 2014 and 2015. 

Non-GAAP Financial Measures

In addition to providing financial measurements based on generally accepted accounting principles in the United States of America (GAAP), the Company has historically provided additional financial measures that are not prepared in accordance with GAAP (non-GAAP). We believe that the inclusion of Adjusted EBITDA and Segment Adjusted EBITDA before corporate overhead as non-GAAP financial measures in this press release helps investors to gain a meaningful understanding of our past performance and future prospects, consistent with how management measures and forecasts our performance, especially when comparing such results to previous periods or forecasts. Our management uses Adjusted EBITDA and Segment Adjusted EBITDA before corporate overhead as non-GAAP financial measures, in addition to GAAP financial measures, as the basis for measuring our core operating performance and comparing such performance to that of prior periods and to the performance of our competitors.

We use Adjusted EBITDA and Segment Adjusted EBITDA before corporate overhead to measure the operating performance of our business. These measures are used by management in its financial and operational decision-making. There are limitations associated with reliance on any non-GAAP financial measures because they are specific to our operations and financial performance, which makes comparisons with other companies' financial results more challenging. By providing both GAAP and non-GAAP financial measures, we believe that investors are able to compare our GAAP results to those of other companies while also gaining a better understanding of our operating performance as evaluated by management.

The Company considers Adjusted EBITDA to be an important indicator of the overall performance of the Company because it eliminates the effects of events that are non-cash, or are not expected to recur as they are not part of our ongoing operations.

The Company defines "Adjusted EBITDA" as income (loss) from operations, before depreciation and amortization, share-based compensation, acquisition, integration and other expenses, and restructuring / impairment charges and benefits. The Company considers Adjusted EBITDA to be an important indicator of the Company's operational strength and performance and a good measure of the Company's historical operating trends.

Adjusted EBITDA eliminates items that are either not part of our core operations, such as acquisition, integration and other expenses or do not require a cash outlay, such as share-based compensation and impairment charges. Adjusted EBITDA also excludes depreciation and amortization expense, which is based on the Company's estimate of the useful life of tangible and intangible assets. These estimates could vary from actual performance of the asset, are based on historical costs, and may not be indicative of current or future capital expenditures.

Segment Adjusted EBITDA before corporate overhead represents Adjusted EBITDA before corporate overhead on a segment by segment basis.

Adjusted EBITDA and Segment Adjusted EBITDA before corporate overhead should be considered in addition to, not as a substitute for, the Company's operating income, as well as other measures of financial performance reported in accordance with GAAP.

Reconciliation of Non-GAAP Financial Measures

In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, the Company is presenting the most directly comparable GAAP financial measure and reconciling the non-GAAP financial measures to the comparable GAAP measure.

About DG

DG (NASDAQ: DGIT) is the leading global multiscreen advertising management and distribution platform, fueling campaign management across TV, online, mobile and beyond. Through a combination of technology and services, DG empowers brands and advertisers to work faster, smarter and more competitively. Boasting the world's largest hybrid satellite and Internet network for broadcast video delivery, the Company's unparalleled campaign management encompasses multiscreen ad delivery, cross-channel research and analytics, and unified asset management. The DG product portfolio consists of two overarching product lines for online and video campaign management: MediaMind and VideoFusion.

With New York as a center of operations, DG is a global company that connects over 14,000 advertisers and 7,400 agencies worldwide with their targeted audiences through an expansive network of over 50,000 media destinations across TV broadcast and digital advertising in about 78 countries, managing approximately ten percent of the world's media assets. For more information, visit http://www.dgit.com.

Forward-Looking Statements

This release contains forward-looking statements relating to the Company. These forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. Such risks and uncertainties include, among other things;

• our ability to further identify, develop and achieve commercial success for new products;
• delays in product development;
• the development of competing distribution and online services and products, and the pricing of competing services and products;
• our ability to protect our proprietary technologies;
• the shift of advertising spending by our customers to online and non-traditional media from television and radio;
• the demand for HD ad delivery by our customers;
• integrating MediaMind and other acquisitions with our operations, systems, personnel and technologies;
• our ability to successfully transition customers from our previous online acquisitions to our MediaMind digital platform for ad delivery;
• operating in a variety of foreign jurisdictions;
• fluctuations in currency exchange rates;
• adaptation to new, changing, and competitive technologies;
• potential additional impairment of our goodwill and potential impairment of our other long-lived assets;
• whether or not the pending transaction with Extreme Reach regarding the sale of the television ad delivery business will be completed including:
  • our ability to obtain shareholder approval in a timely manner or otherwise;
  • failure to satisfy other conditions to consummation of the transactions;
  • the ability of the company that will hold DG's online business to achieve the benefits of the transactions or that such benefits may take longer to realize than expected; and
  • the potential impact the announcement of the transactions or consummation of the transactions on relationships with employees, suppliers, customers and competitors;

and other risks relating to DG's business which are set forth in the Company's filings with the Securities and Exchange Commission. DG assumes no obligation to publicly update or revise any forward-looking statements.

(Financial Tables Follow)

For more information contact: JoAnn Horne Market Street Partners 415/445-3233

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