Current Report


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):  November 6, 2008

 

Answers Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-32255

 

98-0202855

(Commission File Number)

 

(IRS Employer Identification No.)

 

237 West 35 th Street

Suite 1101

New York, NY 10001

(Address of Principal Executive Offices)

 

646-502-4777

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

The information in this Current Report on Form 8-K and the exhibits hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 2.02               Results of Operations and Financial Condition.

 

On November 6, 2008, Answers Corporation (the “ Company ”) issued a press release announcing its unaudited financial results for the quarter ended September 30, 2008. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

 

Item 7.01               Regulation FD Disclosure.

 

On November 6, 2008, the Company held an earnings conference call to discuss its unaudited financial results for the quarter ended September 30, 2008. The script of the earnings conference call is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 7.01.

 

Item 9.01               Financial Statements and Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release issued by Answers Corporation, dated November 6, 2008

 

 

 

99.2

 

Script of November 6, 2008 Earnings Conference Call

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ANSWERS CORPORATION

 

 

 

 

 

 

 

By:

/s/ Caleb A. Chill

 

Caleb A. Chill

 

VP General Counsel

 

& Corporate Secretary

 

 

Dated: November 6, 2008

 

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release issued by Answers Corporation, dated November 6, 2008

 

 

 

99.2

 

Script of November 6, 2008 Earnings Conference Call

 

4


Exhibit 99.1

 

GRAPHIC

 

Answers Corporation Reports Q3 2008 Financial Results

Record Revenue and Adjusted EBITDA

 

New York, NY , November 6, 2008 - Answers Corporation (NASDAQ: ANSW), creators of the leading answer engine offering Answers.com® and WikiAnswers™, today reported unaudited financial results for its third quarter ended September 30, 2008.

 

Chairman and CEO Robert S. Rosenschein commented, “We are pleased to report a solid quarter that exceeded our guidance. The company is reporting record revenues, up 19% sequentially to $3.56 million and surpassing the top end of our guidance by $660 thousand. We turned a significant corner by achieving positive adjusted EBITDA of $520 thousand, a quarter ahead of forecast, and we are forecasting at least $1 million positive adjusted EBITDA in Q4. We believe the steps we took to reduce operating expenses this summer, as well as the traffic growth we are experiencing puts us in a good position to weather the current challenging global economic environment.”

 

Q3 2008 Financial Results

 

·                   Revenues were $3,563 thousand in Q3 2008, an increase of 61% compared to $2,208 thousand reported for the same period in 2007, and an increase of 19% compared to the $3,003 thousand reported for Q2 2008.

 

·                   WikiAnswers.com revenues were $1,960 thousand in Q3 2008, an increase of 31% compared to $1,500 thousand in Q2 2008.

 

·                   Answers.com revenues were $1,579 thousand in Q3 2008, an increase of 6% compared to $1,485 thousand in Q2 2008.

 

·                   Adjusted operating expenses in Q3 2008 were $3,043 thousand, an increase of 3% compared to $2,941 thousand reported for the same period in 2007, and a decrease of 17% compared to the $3,673 thousand reported in Q2 2008.

 

·                   Adjusted EBITDA in Q3 2008 was $520 thousand, $1,253 thousand more than the negative $733 thousand of Adjusted EBITDA in Q3 2007, and $1,190 thousand more than the negative Adjusted EBITDA of $670 thousand in Q2 2008.

 

·                   GAAP net loss in Q3 2008, including a loss resulting from the fair value adjustment of the warrant to purchase units of Series B preferred stock and warrants in the amount of $2,056 thousand, was $2,119 thousand, an increase of $169 thousand compared to Q3 2007, and a decrease of $2,500 thousand, compared to the GAAP net loss of $4,619 thousand in Q2 2008. GAAP net loss in Q2 2008 included the write-off of the Brainboost Answers Engine in the amount of $3,138 thousand.

 



 

Business Outlook – Fourth Quarter 2008

 

The following business outlook is based on the Company’s current information and expectations as of November 6, 2008. Answers undertakes no obligation to update the outlook, or any portion thereof, prior to the release of the Company’s next earnings announcement, notwithstanding subsequent developments; however, Answers may update the outlook or any portion thereof at any time at its discretion.

 

 

 

Fourth Quarter 2008

 

 

 

(in thousands)

 

 

 

 

 

Revenues

 

$4,100 - $4,500

 

 

 

 

 

Adjusted EBITDA

 

 

 

GAAP Operating income

 

$250 – $550

 

Adjustment to GAAP Operating loss:

 

 

 

Stock-based compensation

 

450

 

Depreciation and amortization

 

300

 

 

 

$1,000 – $1,300

 

 

Conference Call

 

A conference call to review the Q3 2008 financial results will follow this release today at 8:30 AM EST. The company’s management will host the call, discuss its quarterly results and will provide insight into its business outlook. The call will be followed by a question and answer session. Investors are invited to listen to the conference call and the replay over the Internet through Answers’ Website, within its Investor Relations page at http://ir.answers.com. To listen to the live call via Webcast, please go to our Website at least 10 minutes early to connect and register. To dial in to listen and/or submit a question, please dial (877) 718-5108 and request the Answers call. For those unable to listen to the live broadcast, a replay will be available on the site shortly after the call.

 

About Answers Corporation

 

Answers Corporation (NASDAQ: ANSW) owns and operates Web properties dedicated to providing useful answers in thousands of categories. The award-winning reference site Answers.com includes content on five million topics from over 180 licensed sources from leading publishers, including Houghton Mifflin Company, Barron’s and Encyclopedia Britannica. WikiAnswers.com is a community-generated Social Knowledge Q&A platform, leveraging wiki-based technologies. Through the contributions of WikiAnswers’ growing community and dedicated supervisors, answers are constantly improved and updated over time. WikiAnswers was ranked by comScore as the fastest U.S. growing website in 2007. Answers.com is also available for mobile devices at . For investment information, visit http://ir.answers.com. (answ-f)

 



 

Cautionary Statement

 

Some of the statements included in this press release are forward-looking statements that involve a number of risks and uncertainties, including, but not limited to, statements regarding future market opportunity and future financial performance. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Important factors may cause our actual results to differ materially, including, but not limited to, our ability to increase traffic to our Web properties, our ability to maintain or improve the monetization rates of our Web properties, particularly in light of the challenging global economic environment, a change in the algorithms and methods used by Google, the provider of the vast majority of our search engine traffic, and other search engines to identify Web pages towards which traffic will ultimately be directed or a decision to otherwise restrict the flow of users visiting our Web properties, the termination of our Google Services Agreement pursuant to which we obtain the vast majority of advertisements displayed on our Web properties, the effects of facing liability for any content displayed on our Web properties, potential claims that we are infringing the intellectual property rights of any third party, as well as those risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our quarterly report on Form 10-Q for the quarter ended June 30, 2008, which is on file with the SEC and is available on our investor relations website at http://ir.answers.com and on the SEC website at www.sec.gov. Additional information will also be set forth in our quarterly report on Form 10-Q for the quarter ended September 30, 2008, which will be filed with the SEC in November 2008. Any forward-looking statements set forth in this press release speak only as of the date of this press release. We do not intend to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof. This press release and prior releases are available at http://ir.answers.com. The information in Answers’ website is not incorporated by reference into this press release and is included as an inactive textual reference only.

 

Non-GAAP Financial Measures

 

This press release, and the accompanying tables, include both financial measures in accordance with U.S. generally accepted accounting principles, or GAAP, as well as non-GAAP financial measures, including “ Adjusted EBITDA” . The tables attached to this press release include reconciliations of these non-GAAP financial measures to the nearest GAAP financial measures. Additionally, an “Explanation of Non-GAAP Financial Measures” is set forth in Appendix A attached to this press release.

 

(Tables and Explanation of Non-GAAP Financial Measures, to follow)

 

Investor Contact:

Press Contact:

 

 

John McNamara

Alison Minaglia

Cameron Associates

Technology PR for Answers.com

john@cameronassoc.com

aminaglia@technologypr.com

212.554.5485

203.972.3170 or

 

917.902.3404

 



 

Answers Corporation

 

Consolidated Statements of Operations

(in thousands, except for share and per share data)

 

 

 

Three months ended
September 30

 

Nine months ended
September 30

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Advertising revenue

 

3,539

 

2,165

 

9,536

 

7,777

 

Answers service licensing

 

24

 

43

 

61

 

202

 

Subscriptions

 

 

 

 

425

 

 

 

3,563

 

2,208

 

9,597

 

8,404

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of revenue

 

945

 

1,179

 

3,754

 

3,643

 

Research and development

 

866

 

769

 

2,670

 

2,239

 

Sales and marketing

 

563

 

1,221

 

2,258

 

3,275

 

General and administrative

 

1,311

 

1,058

 

3,640

 

3,003

 

Write-off of the Brainboost Answer Engine

 

 

 

3,138

 

 

Termination fees and write-off of costs relating to the terminated Lexico acquisition and abandoned follow-on offering

 

 

 

2,543

 

 

Total operating expenses

 

3,685

 

4,227

 

18,003

 

12,160

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(122

)

(2,019

)

(8,406

)

(3,756

)

 

 

 

 

 

 

 

 

 

 

Interest (expense) income, net

 

(43

)

88

 

30

 

299

 

Other income (expense), net

 

11

 

 

(38

)

(11

)

Loss resulting from fair value adjustment of warrant to purchase units of Series B preferred stock and warrants

 

(2,056

)

 

(2,056

)

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(2,210

)

(1,931

)

(10,470

)

(3,468

)

 

 

 

 

 

 

 

 

 

 

Income tax benefit (expense)

 

91

 

(19

)

65

 

(33

)

 

 

 

 

 

 

 

 

 

 

Net loss

 

(2,119

)

(1,950

)

(10,405

)

(3,501

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

 

(0.31

)

(0.25

)

(1.37

)

(0.45

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in computing basic and diluted net loss per common share

 

7,865,263

 

7,854,053

 

7,861,681

 

7,844,900

 

 



 

Answers Corporation

 

Non-GAAP Financial Measures and Reconciliation of Non-GAAP Financial Measures

to the nearest comparable GAAP Measures

(in thousands, except for per share data)

 

 

 

Three months ended

 

 

 

September 30,
2008

 

June 30,
2008

 

September 30,
2007

 

 

 

 

 

 

 

 

 

Adjusted Cost of Revenue

 

 

 

 

 

 

 

Cost of revenue

 

$

945

 

$

1,416

 

$

1,179

 

Stock-based compensation expense

 

(42

)

(42

)

(41

)

Cost related to layoff

 

 

 

 

(4

)

Depreciation and amortization

 

(128

)

(260

)

(341

)

 

 

 

 

 

 

 

 

 

 

$

775

 

$

1,114

 

$

793

 

 

 

 

 

 

 

 

 

Adjusted Research and Development

 

 

 

 

 

 

 

Research and development

 

$

866

 

$

929

 

$

769

 

Stock-based compensation expense

 

(91

)

(96

)

(91

)

Cost related to layoff

 

 

 

 

(14

)

Depreciation and amortization

 

(30

)

(34

)

(28

)

 

 

 

 

 

 

 

 

 

 

$

745

 

$

799

 

$

636

 

 

 

 

 

 

 

 

 

Adjusted Sales and Marketing

 

 

 

 

 

 

 

Sales and marketing

 

$

563

 

$

933

 

$

1,221

 

Stock-based compensation expense

 

(35

)

(67

)

(219

)

Cost related to layoff

 

 

 

 

(230

)

Depreciation and amortization

 

(20

)

(22

)

(23

)

 

 

 

 

 

 

 

 

 

 

$

508

 

$

844

 

$

749

 

 

 

 

 

 

 

 

 

Adjusted General and Administrative

 

 

 

 

 

 

 

General and administrative

 

$

1,311

 

$

1,198

 

$

1,058

 

Stock-based compensation expense

 

(224

)

(215

)

(224

)

Cost related to layoff

 

 

 

 

(5

)

Depreciation and amortization

 

(72

)

(67

)

(66

)

 

 

 

 

 

 

 

 

 

 

$

1,015

 

$

916

 

$

763

 

 

 

 

 

 

 

 

 

Adjusted Operating Expenses

 

 

 

 

 

 

 

Operating expenses

 

$

3,685

 

$

7,614

 

$

4,227

 

Stock-based compensation expense

 

(392

)

(420

)

(574

)

Cost related to layoff

 

 

 

 

(254

)

Write-off of the Brainboost Answer Engine

 

 

(3,138

)

 

Depreciation and amortization

 

(250

)

(383

)

(458

)

 

 

 

 

 

 

 

 

 

 

$

3,043

 

$

3,673

 

$

2,941

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

Operating Loss

 

$

(122

)

$

(4,611

)

$

(2,019

)

Stock-based compensation expense

 

392

 

420

 

574

 

Cost related to layoff

 

 

 

 

254

 

Write-off of the Brainboost Answer Engine

 

 

3,138

 

 

Depreciation and amortization

 

250

 

383

 

458

 

 

 

 

 

 

 

 

 

 

 

$

520

 

$

(670

)

$

(733

)

 

 

 

 

 

 

 

 

Adjusted EBITDA Per Share (basic)

 

 

 

 

 

 

 

Operating loss per share

 

$

(0.03

)

$

(0.59

)

$

(0.26

)

Stock-based compensation expense

 

0.05

 

0.05

 

0.07

 

Cost related to layoff

 

 

 

 

0.03

 

Write-off of the Brainboost Answer Engine

 

 

0.40

 

 

Depreciation and amortization

 

0.03

 

0.05

 

0.06

 

 

 

 

 

 

 

 

 

 

 

$

0.05

 

$

(0.09

)

$

(0.10

)

 

See discussion regarding Adjusted EBITDA in Appendix A of this earnings release for an explanation of the reconciling items noted above.

 



 

Answers Corporation

Condensed Consolidated Balance Sheets

(in thousands, except for share and per share data)

 

 

 

September  30

 

December 31

 

 

 

2008

 

2007

 

 

 

$

 

$

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

9,653

 

6,778

 

Investment securities

 

 

700

 

Accounts receivable

 

1,786

 

1,448

 

Prepaid expenses and other current assets

 

847

 

487

 

Total current assets

 

12,286

 

9,413

 

 

 

 

 

 

 

Long-term deposits (restricted)

 

225

 

196

 

 

 

 

 

 

 

Deposits in respect of employee severance obligations

 

1,430

 

1,232

 

 

 

 

 

 

 

Property and equipment, net of $1,916 and $1,615 accumulated depreciation as of September 30, 2008 and December 31, 2007, respectively

 

1,175

 

1,012

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

Intangible assets, net of $610 and $2,352 accumulated amortization as of September 30, 2008 and December 31, 2007, respectively

 

1,055

 

4,766

 

Goodwill

 

437

 

437

 

Prepaid expenses, long-term, and other assets

 

274

 

275

 

Deferred charges (Lexico acquisition and public offering)

 

 

1,267

 

Total other assets

 

1,766

 

6,745

 

 

 

 

 

 

 

Total assets

 

16,882

 

18,598

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

364

 

968

 

Accrued expenses

 

717

 

1,045

 

Accrued compensation

 

491

 

551

 

Warrant to purchase units of Series B preferred stock and warrants

 

5,567

 

 

Capital lease obligation — current portion

 

77

 

 

Deferred revenues

 

22

 

16

 

Total current liabilities

 

7,238

 

2,580

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Liability in respect of employee severance obligations

 

1,622

 

1,233

 

Capital lease obligation, net of current portion

 

126

 

 

Deferred tax liability

 

23

 

14

 

Total long-term liabilities

 

1,771

 

1,247

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Series A convertible preferred stock: $0.01 par value; stated value and liquidation preference of $100 per share; 6% cumulative annual dividend; 60,000 and 0 shares authorized, 60,000 and 0 issued and outstanding as of September 30, 2008 and December 31, 2007, respectively

 

385

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock: $0.01 par value; 940,000 shares authorized, none issued

 

 

 

Common stock; $0.001 par value; 100,000,000 and 30,000,000 shares authorized; 7,870,538 and 7,859,890 shares issued and outstanding as of September 30, 2008 and December 31, 2007, respectively

 

8

 

8

 

Additional paid-in capital

 

77,014

 

73,893

 

Accumulated other comprehensive loss

 

(27

)

(28

)

Accumulated deficit

 

(69,507

)

(59,102

)

Total stockholders’ equity

 

7,488

 

14,771

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

16,882

 

18,598

 

 



 

Appendix A

 

Explanation of Non-GAAP Financial Measures

 

This earning release and the accompanying financial tables include both financial measures in accordance with U.S. generally accepted accounting principles, or GAAP, as well as non-GAAP financial measures. The non-GAAP financial measure we refer to, Adjusted EBITDA, represents net earnings before interest, Loss Resulting from Fair Value Adjustment of Warrant to Purchase Units of Series B Preferred Stock and Warrants, taxes, depreciation, amortization, stock-based compensation, foreign currency exchange rate differences and certain non-recurring revenues and expenses. We also refer to Adjusted Cost of Revenue, Adjusted Research and Development, Adjusted Sales and Marketing, Adjusted General and Administrative, and Adjusted Operating Expenses, which are our GAAP expenses adjusted for the expense items we exclude from Adjusted EBITDA.

 

We use Adjusted EBITDA as an additional measure of our overall performance for purposes of business decision-making, developing budgets and managing expenditures. It is useful because it removes the impact of our capital structure (interest expense and Loss Resulting from Fair Value Adjustment of Warrant to Purchase Units of Series B Preferred Stock and Warrants), asset base (amortization and depreciation), stock-based compensation expenses, taxes, foreign currency exchange rate differences and certain non-recurring revenues and expenses from our results of operations. We believe that the presentation of Adjusted EBITDA provides useful information to investors in their analysis of our results of operations for reasons similar to the reasons why we find it useful and because these measures enhance their overall understanding of the financial performance and prospects of our ongoing business operations. By reporting Adjusted EBITDA, we provide a basis for comparison of our business operations between current, past and future periods, and peer companies in our industry.

 

More specifically, we believe that removing these impacts is important for several reasons:

 

·                   Amortization of Intangible Assets. Adjusted EBITDA disregards amortization of intangible assets. Specifically, we exclude (a) amortization, and the Q2 2008 write-off, of acquired technology from the acquisition of Brainboost Technology, LLC, developer of the Brainboost Answer Engine in December 2005; and (b) amortization of intangible assets resulting from the acquisition of WikiAnswers and other related assets in November 2006. These acquisitions resulted in operating expenses that would not otherwise have been incurred. We believe that excluding such expenses is significant to investors, due to the fact that they derive from prior acquisition decisions and are not necessarily indicative of future cash operating costs. In addition, we believe that the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. While we exclude the aforesaid expenses from Adjusted EBITDA we do not exclude revenues derived as a result of such acquisitions. The amount of revenue that resulted from the acquisition of WikiAnswers and other related assets, for the nine months ended September 30, 2008 and the years ended December 31, 2007 and 2006 was $4,645 thousand, $1,301 thousand and $62 thousand, respectively. The amount of revenue that resulted from the acquisition of technology from Brainboost is not quantifiable due to the nature of its integration.

 

·                   Stock-based Compensation Expense. Adjusted EBITDA disregards expenses associated with stock-based compensation, a non-cash expense arising from the grant of stock-based awards to employees and directors. We believe that, because of the variety of equity awards used by companies, the varying methodologies for determining stock-based compensation expense, and the subjective assumptions involved in those determinations, excluding stock-based compensation from Adjusted EBITDA enhances the ability of management and investors to compare financial results over multiple periods.

 

·                   Depreciation, Interest, Taxes and Exchange Rate Differences. Adjusted EBITDA excludes depreciation, interest, taxes and foreign exchange rate differences. We believe that, excluding these items from the Adjusted EBITDA measure provides investors with additional information to measure our performance, by excluding potential differences

 



 

caused by variations in capital structures (affecting interest expense), asset composition, and tax positions.

 

Adjusted EBITDA is not a measure of liquidity or financial performance under generally accepted accounting principles and should not be considered in isolation from, or as a substitute for, a measure of financial performance prepared in accordance with GAAP. Investors are cautioned that there are inherent limitations associated with the use of Adjusted EBITDA as an analytical tool. Some of these limitations are:

 

·                   Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles;

 

·                   Many of the adjustments to Adjusted EBITDA reflect the exclusion of items that are recurring and will be reflected in our financial results for the foreseeable future;

 

·                   Other companies, including other companies in our industry, may calculate Adjusted EBITDA differently than us, thus limiting its usefulness as a comparative tool;

 

·                   Adjusted EBITDA does not reflect the periodic costs of certain tangible and intangible assets used in generating revenues in our business;

 

·                   Adjusted EBITDA does not reflect interest income from our investments in cash and investment securities and,

 

·                   Adjusted EBITDA does not reflect interest expense and other cost relating to financing our business, including Loss Resulting from Fair Value Adjustment of Warrant to Purchase Units of Series B Preferred Stock and Warrants and,

 

·                   Adjusted EBITDA excludes taxes, which is an integral cost of doing business; and

 

·                   Because Adjusted EBITDA does not include stock-based compensation, it does not reflect the cost of granting employees equity awards, a key factor in management’s ability to hire and retain employees.

 

We compensate for these limitations by providing specific information in the reconciliation to the GAAP amounts excluded from Adjusted EBITDA.

 


Exhibit 99.2

 

Answers Corporation
3 rd  Quarter 2008 Conference Call
8:30AM EST, November 6, 2008

 

PARTICIPANTS:

 

Robert Rosenschein, Chairman and Chief Executive Officer

Steve Steinberg, Chief Financial Officer

Bruce Smith, Chief Strategic Officer

 

Bruce Smith

 

Good morning, and welcome to Answers Corporation’s Third Quarter 2008 conference call. My name is Bruce Smith, Chief Strategic Officer. Joining me are Robert Rosenschein, Chairman and CEO, and Steve Steinberg, CFO. This call is also being broadcast over the web and can be accessed from our Investor Center page at ir.answers.com. A replay of this call will be available at the site shortly after the completion of the call. At the conclusion of our prepared remarks, we’ll open the call for your questions.

 

Before we start, let’s cover a few legalities. I would caution you that comments made during this call by management contain forward-looking statements, including predictions and estimates that involve risks and uncertainties. For those statements, the company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Important factors may cause our actual results to differ materially, including, among others: our ability to maintain or improve monetization, particularly in light of the current challenging economic environment; maintain or improve traffic; a decision

 



 

by Google, currently the provider of the vast majority of our search engine traffic, or other search engines, to block our pages from users’ search results or otherwise adjust their algorithms in a manner detrimental to us, as experienced in July 2007; a potential termination of our Google Services Agreement; a decision on our part to decrease the number of ad elements displayed on our Web properties in the interest of user experience; a failure of WikiAnswers to experience continued growth in accordance with our expectations; and other risk factors. Additional specific factors that may actually cause results or events to differ materially from those described in any forward looking statements can be found in our most recent quarterly report on Form 10-Q.

 

Furthermore, information shared on this call is accurate only as of the date of this call and we assume no obligation to update such information.

 

Finally, we will be discussing non-GAAP financial measures, including adjusted EBITDA and adjusted operating expenses. We provide a reconciliation of non-GAAP financial measures, to the most directly comparable GAAP financial measure and the list of the reasons why the company uses non-GAAP financial measures, in today’s earnings release posted on our corporate Website at: http://ir.answers.com .

 

With that said, I’ll turn the call over to Bob Rosenschein.

 



 

Bob Rosenschein

 

Good morning and thank you for joining our call today. Despite the challenging global economic environment, we are very pleased to report a solid quarter that exceeded the guidance we provided last quarter. The company is reporting record revenues, up 19% sequentially to $3.56 million and surpassing the top end of our guidance by $660 thousand. We turned a significant corner by achieving adjusted EBITDA of positive $520 thousand, a quarter ahead of forecast, and we are forecasting at least $1 million positive adjusted EBITDA in Q4.

 

Driving Q3 results was a strong uptick in traffic to both Answers properties, beginning in the second half of the quarter. Both seasonality and organic growth contributed to this increase. Answers.com began modest growth again, reversing a previous decline in traffic, and WikiAnswers resumed its growth after some seasonal flattening during the summer. Overall, traffic advanced 16% sequentially in Q3, to 5.8 million average daily page-views, up from 5 million in Q2.

 

According to comScore, for the month of September, combined Answers properties ranked 40 th in the US, with approximately 22 million unique visitors. This is up from 55 th in June 2008.

 

We believe that WikiAnswers can continue its growth, thanks in large part to the inherent network effect of that property. To foster its growth, we will continue to develop the passionate community which is the life-blood of WikiAnswers. In Q3, WikiAnswers surpassed Answers.com and contributed 55% of our total revenue. Going forward, we expect that WikiAnswers will continue to account for a majority of our revenue.

 



 

We were also encouraged by the stabilization in the Answers.com property after a period of some decline. With this stabilization, we believe that the reference Answers property could benefit from new unique content that is valued by both users and search engines, and we are actively looking for additional unique content. We also believe that better cross-linking between Answers.com and WikiAnswers can drive additional traffic upside in 2009.

 

Given the uncertainty in the macro economy today, we are pleased that we took steps this year to reduce operating expenses—as well as strengthen our balance sheet through the investment by Redpoint. Reduced operating expenses, combined with our traffic growth, have enabled us to turn EBITDA positive one quarter sooner than expected.

 

Although these are uncertain times, we believe that our Web properties are relatively well-positioned to weather the current challenges in the market, in part, because of our emphasis on performance-based advertising. We think that performance-based advertising will be relatively less affected than brand-based advertising by a slowdown in the consumer advertising market.

 

With that, I’ll turn the call over to Steve Steinberg, our CFO, for a more detailed recap of our Q3 financials.

 



 

Steve Steinberg:

 

Thanks, Bob, and good morning. I will now review some of our Q3 2008 financial highlights. For a detailed review of our results, please see our Form 10-Q, which will be filed no later than November 10th.

 

The breakdown of our Q3 revenues of $3,563,000 is as follows: $1,960,000, 55% of our revenue, was from WikiAnswers, while $1,579,000, or 44%, was from Answers.com. The remaining $24,000 was from licensing our service.

 

WikiAnswers’ growth in Q3 was strong. Average daily page views in the five quarters since Q3 2007 were 639,000, 1,152,000, 1,885,000, 2,318,000, and 3,094,000, respectively. WikiAnswers revenues in those five quarters were $304,000, $704,000, $1,185,000, $1,500,000, and $1,960,000, respectively. Q3 2008 WikiAnswers revenue grew 31% sequentially and 545% year-over-year. Finally, Q3 RPMs for WikiAnswers were $6.89, down slightly from $7.11 in Q2.

 

As Bob noted, Answers.com has stabilized. Average daily page views this quarter increased by 6% to 2,666,000, from 2,641,000, in Q2. Answers.com average RPMs in Q3 rose a modest 26 cents, or 4%, to $6.44.

 

Adjusted operating expenses, meaning the operating expenses included in our adjusted EBITDA, were $3,043,000 in Q3, compared to $3,673,000 in Q2, a net decrease of $630,000, or 17%. The net decrease was mostly due to the following two reasons. Firstly, our headcount went from 70 at the end of Q2 to 62 at the end of Q3, due to the elimination of direct ad sales and other staff reductions. Secondly, this quarter, we

 



 

completed our migration from managed hosting to our first co-location facility.

 

The GAAP net loss in Q3 was $2,119,000, which is far different than our positive adjusted EBITDA. A full reconciliation of all non-GAAP measurements to the nearest GAAP measurement appears in today’s press release.

 

However, I want to explain one component of our GAAP expenses that is not reflected in Adjusted EBITDA, since it’s not something you often see. In connection with the June 2008 Redpoint financing whereby Redpoint purchased $6 million of Convertible Preferred Stock along with Common Stock Warrants, Redpoint also received a warrant - we call it the Series B Warrant, exercisable until June 16, 2009, to purchase units of up to $7 million of Series B Convertible Preferred Stock and Common Stock Warrants. The accounting for the Redpoint Financing is very complex and is explained in detail in the notes to our financial statements in our 10-Q for the second quarter of 2008. I’m not getting into that right now. The point I want to make is that one of the instruments they received for their investment - the Series B Warrant or the right to make that additional investment of up to $7 million, was deemed a liability that needs to be fair valued at the end of each calendar quarter until Redpoint exercises, or alternatively, until it expires. Any changes to its fair value during a reporting period have to be recorded in our P&L. In Q3, the value of the Series B Warrant rose $2,056,000, thus we recorded an expense for that amount in our P&L. The main reason for such increase was the rise in our stock price from $3.65 at the end of Q2 to $5.50 at the end of Q3.

 



 

One additional point—although we may see our net income and stockholders’ equity increase or decrease as a result of such warrant between now and June 2009, no later than June 16, 2009, the Series B Warrant will convert to paid-in-capital, so ultimately this liability will return to balance sheet equity.

 

Now, let’s review some balance sheet data:

 

Cash and cash equivalents as of September 30, 2008 were approximately $9.7 million, approximately a half million less than the end of the previous quarter. Cash was down mostly due to cash used in operations of about $375,000 and capital expenditures of $130,000. We used cash in operations, despite positive adjusted EBITDA, mostly due to two factors. First, we continue to grow. September revenue was about $525,000 higher than June revenue, thus, since we are usually paid within 30 days, cash collected from revenues in the quarter was less than revenue. Second, due to certain holidays, we paid approximately $190,000 of September payroll on September 30, which we usually pay on the 1 st of the next month.

 

Let’s talk about our Q4 2008 outlook.

 

We forecast that our Q4 revenues will be in a range of $4,100,000 to $4,500,000. We expect positive adjusted EBITDA to be in a range of $1,000,000 to $1,300,000.  Looking towards 2009 we intend to give quarterly, but not annual guidance beginning with next quarter’s call. Given the stage of our company, the macro environment and our limited visibility, we believe this to be the prudent approach. That said, I would share this broad thought regarding 2009. The midpoint of the Q4 guidance translates to an Adjusted EBITDA margin of 27%. Due to the seasonality of our revenue and the timing of expenses, our expectations are that margins are likely to drop in Q1 of 2009, thereafter we would expect sequential margin improvement for the remainder of 2009 as we benefit from the leverage in our model.

 

I’ll now turn the call back to Bob.

 



 

Bob Rosenschein:

 

We are pleased with our traffic growth and move to positive adjusted EBITDA. Still, a prudent review demands transparency and that we examine uncertainties in our model. I’d like to spend a moment discussing our search engine traffic dependency risk and what we are doing to improve our relative position.

 

Our primary risk as a company is our high dependence on traffic from search engines, especially Google. Over 90% of WikiAnswers traffic comes from search engines.

 

Search engines provide an important service to users, helping them find useful content. Therefore, our goal is to publish high quality, relevant and useful content that people want to find. There is a natural symbiotic relationship between the content we publish and the search engines’ value proposition.

 

Google treats WikiAnswers very favorably, and for good reason—it’s dynamic, growing, unique, and really useful content. However , if one day they change their algorithms, our business could obviously suffer.

 

We believe that the best way to address this risk is to continue investing in and improving our quality content and a great user experience that people will seek out.

 

Additionally, I’d like to talk about the Google definition link pointing to

 



 

Answers.com. Of course, there never was a contract, but we’ve been proud to power this service to Google users since 2005. It’s prestigious—plus a source of free traffic. But, at 6.5% and dropping, it’s no longer a material source of revenue. On October 3, Google actually dropped our definition link, for about 14 hours. We received no indication of why they took it off or put it back.  At this point, the definition link is functioning, but traffic from it is less and less important relative to overall traffic, and the risk of this link going away is not as big of a risk as it used to be.

 

While we’re pleased with the model, which is beginning to work, we continue to look for more ways to stimulate growth.

 

I’ve spoken in previous calls about better connecting our sites to stimulate increased traffic growth, and this process has already begun. For the last 6 weeks, we’ve been testing a common look & feel, first on WikiAnswers. This quarter, you will see a similar look and feel implemented on Answers.com.

 

Another initiative will be to internationalize WikiAnswers in 2009 to exploit traffic and content-creation potential in overseas markets. Please realize that it will take time to develop, time to deploy, and even more time before we see any material revenue contribution.

 

Most of our developmental efforts are focused on enhancing the WikiAnswers property, which now accounts for a majority of our revenue; we are still working to enhance Answers.com and are looking at licensing new content for it in order to increase traffic.

 

Finally, this week, the 6 millionth question was posted on

 



 

WikiAnswers. It was “Which president won with the largest electoral vote?” (The answer, by the way, is: Reagan in 1984—525 out of 538.)

 

With that, thank you, and I’ll turn it over for any questions…