NEW YORK, March 3, 2016 /PRNewswire/ -- XO Group Inc. (the "Company") (NYSE: XOXO, xogroupinc.com), the premier consumer internet and media company dedicated to guiding people through transformative life stages from getting married, moving in together, and having a baby, today reported financial results for the three months and full year ended December 31, 2015.

Total revenue for the fourth quarter of 2015 was $38.1 million, up 2.9% compared to the same period in the prior year. Excluding revenue from the Merchandise operations, a business that was exited during the first quarter of 2015, fourth quarter revenue increased 12.0% compared to the prior year. Net loss for the quarter was $(2.2) million or $(0.09) per share compared to a loss per share of $(0.16) in the prior year quarter. Non-GAAP earnings per share for the quarter were $0.11 compared to $0.06 in the prior year quarter. The Company's balance sheet at December 31, 2015 reflects cash and cash equivalents of $88.5 million compared to $90.0 million at December 31, 2014. During the fourth quarter of 2015, the Company paid $6.1 million to acquire the remaining ownership interests in GigMasters.com Incorporated ("GigMasters"). Prior to the acquisition, the Company owned 28.7% of GigMasters, on a fully diluted basis.

"Thanks to the commitment and grit of our team, and the support of our investors, we achieved our goals of delivering best-in-class digital products, increasing the growth rates of our core media businesses, and significantly accelerating the growth of our transactional revenue streams. We are excited to continue to execute the plan we have committed to our shareholders in the years ahead," said Mike Steib, Chief Executive Officer.

"For the year, we delivered a solid financial performance, including recognizing over $100 million of online advertising revenue and adjusted EBITDA of $29 million, both of which are the highest in our company's history. These results come on top of our continued investment in our longer-term initiatives," said Gillian Munson, Chief Financial Officer.

Long-Term Financial Targets

The Company is reiterating its long-term financial targets of double digit revenue growth rates, gross margins of approximately 90-95%, and adjusted EBITDA margins of at least 20%.



                                                                                                          XO GROUP INC.

                                                                                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                        (Amounts in Thousands, Except for Per Share Data)

                                                                                                           (Unaudited)


                                                                                   Three months ended December 31,                      Twelve months ended December 31,
                                                                                  -------------------------------                   --------------------------------

                                                                                        2015                    2014                      2015                    2014

    Net revenue:

    National online advertising                                                                 $10,545                                           $8,679                   $35,764  $30,456

    Local online advertising                                                          17,481                              15,348                               65,941        59,093


    Online advertising                                                                          $28,026                                          $24,027                  $101,705  $89,549

    Transactions                                                                       3,434                               1,982                               14,700        10,370

    Merchandise                                                                            -                              3,007                                  878        15,908

    Publishing and other                                                               6,686                               8,040                               24,361        27,837
                                                                                       -----                               -----                               ------        ------

    Total net revenue                                                                 38,146                              37,056                              141,644       143,664

    Cost of revenue:

    Online advertising                                                                   647                                 433                                2,235         1,770

    Merchandise                                                                            -                              2,808                                  881        10,914

    Publishing and other                                                               2,189                               2,591                                7,271         8,511
                                                                                       -----                               -----                                -----         -----

    Total cost of revenue                                                              2,836                               5,832                               10,387        21,195

    Gross profit                                                                      35,310                              31,224                              131,257       122,469

    Operating expenses:

    Product and content development                                                   11,051                               9,546                               40,351        35,820

    Sales and marketing                                                               11,737                              11,724                               43,420        44,330

    General and administrative                                                         6,345                               6,839                               24,440        25,617

    Asset impairment charges                                                             245                                 836                                  266           836

    Depreciation and amortization                                                      1,517                               1,576                                5,544         6,969
                                                                                       -----                               -----                                -----         -----

    Total operating expenses                                                          30,895                              30,521                              114,021       113,572

    Income from operations                                                             4,415                                 703                               17,236         8,897

    Loss in equity interests                                                             729                                  11                                  520         (232)

    Interest and other income (expense), net                                         (3,972)                            (1,795)                             (4,023)      (1,740)
                                                                                      ------                              ------                               ------        ------

    Income before income taxes                                                         1,172                             (1,081)                              13,733         6,925

    Income tax expense                                                                 3,330                               2,912                                8,269         6,463


    Net income                                                                                 $(2,158)                                        $(3,993)                   $5,464     $462
                                                                                                =======                                          =======                    ======     ====


    Net income per share:

    Basic                                                                                       $(0.09)                                         $(0.16)                    $0.22    $0.02
                                                                                                 ======                                           ======                     =====    =====

    Diluted                                                                                     $(0.09)                                         $(0.16)                    $0.21    $0.02
                                                                                                 ======                                           ======                     =====    =====

    Weighted average number of shares used in calculating net earnings per share:

    Basic                                                                             25,174                              25,363                               25,164        25,210
                                                                                      ======                              ======                               ======        ======

    Diluted                                                                           25,174                              25,363                               25,530        25,589
                                                                                      ======                              ======                               ======        ======



                                                          XO GROUP INC.

                                                   CONSOLIDATED BALANCE SHEETS

                                        (Amounts in Thousands, Except for Per Share Data)

                                                           (Unaudited)


                                                   December 31, 2015               December 31, 2014
                                                   -----------------               -----------------

    ASSETS

    Current assets:

    Cash and cash equivalents                                            $88,509                                $89,955

    Accounts receivable, net                                  20,475                                    15,785

    Deferred tax assets, net                                       -                                    3,052

    Prepaid expenses and other
     current assets                                            5,341                                     4,696
                                                               -----                                     -----

    Total current assets                                     114,325                                   113,488

    Long-term restricted                                       2,598                                     2,600

    Property and equipment, net                               13,251                                    15,125

    Intangible assets, net                                     4,817                                     1,687

    Goodwill                                                  47,396                                    41,871

    Deferred tax assets, net                                  11,578                                    13,110

    Investments                                                2,719                                     5,501

    Other assets                                                  57                                       200
                                                                 ---                                       ---

    Total assets                                                        $196,741                               $193,582
                                                                        ========                               ========

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

    Accounts payable and accrued
     expenses                                                            $12,163                                $12,463

    Deferred revenue                                          18,640                                    16,236
                                                              ------                                    ------

    Total current liabilities                                 30,803                                    28,699

    Deferred rent                                              4,486                                     5,167

    Other liabilities                                          1,985                                     1,790
                                                               -----                                     -----

    Total liabilities                                         37,274                                    35,656

    Stockholders' equity:

    Preferred stock                                                -                                        -

    Common stock                                                 264                                       267

    Additional paid-in-capital                               173,564                                   171,951

    Accumulated other
     comprehensive income                                          -                                       35

    Accumulated deficit                                     (14,361)                                 (14,327)
                                                             -------                                   -------

    Total stockholders' equity                               159,467                                   157,926
                                                             -------                                   -------

    Total liabilities and
     stockholders' equity                                               $196,741                               $193,582
                                                                        ========                               ========



                                                                                                                          XO GROUP INC.

                                                                                                                         NON-GAAP TABLE

                                                                                                         For the Years Ended December 31, 2015 and 2014

                                                                                                        (Amounts in Thousands, Except for Per Share Data)

                                                                                                                           (Unaudited)


                                                                                                         Years Ended December 31,
                                                                                                         ------------------------

                                                                               2015                                                                                                                                2014
                                                                               ----                                                                                                                                ----

             GAAP                                      Non-GAAP                                          GAAP                                                Non-GAAP
             ----                                      --------                                          ----                                                --------

             Net          Adj.    Adj. Net Income    Adj.        Adj.             Net                 Adj.     Adj. Net Income     Adj.        Adj.
            Income                                              EBITDA          Income                                                        EBITDA
            ------                                              ------          ------                                                        ------

     $5,464                    $5,137                                  $10,601                   $18,871                                   $29,472                                $462               $6,064 $6,526  $18,076 $24,602



                          4,000                    a               7,067        f                                                     2,400                k            6,969      h

                            434                    b               5,992        g                                                     2,087                l            6,139      g

                            266                    c               5,544        h                                                     1,639                e            4,824      f

                          (765)                   d                 245        i                                                       530                c              232      i

                          1,202                    e                  23        j                                                     (592)               m             (88)     j



                                           $5,137                                 $18,871                                                                             $6,064           $18,076
                                           ------                                 -------                                                                             ------           -------


                                                                                                        Amounts per Share - Diluted
                                                                                                        ---------------------------


      $0.21                     $0.21                                    $0.42                                                              $0.02                               $0.24          $0.26


                                                                                          Weighted Average Number of Shares Outstanding - Diluted
                                                                                          -------------------------------------------------------


                   25,530 25,530                        25,530                                           25,589                                    25,589                25,589


    (a)               To eliminate Touch Media impairment expense, included in
                      Interest and other income (expense), net.

    (b)               To eliminate costs associated with the exit of our
                      merchandising operations, including (i) severance of
                      approximately $0.2 million recorded in general and
                      administrative and (ii) rent acceleration and other
                      closure costs of $0.2 million recorded in sales and
                      marketing.

    (c)               To eliminate impairment charges included in Asset
                      Impairment Charges.

    (d)               To eliminate a gain on our existing equity method
                      investment in GigMasters, included in Gain(Loss) in
                      Equity Interests.

    (e)               To adjust income tax expense to our effective tax rate,
                      excluding discrete items, of 40.0% and 42.5%, for the
                      years ended December 31, 2015 and 2014, respectively.

    (f)              To eliminate adjusted income tax expense.

    (g)              To eliminate stock-based compensation expense.

    (h)              To eliminate depreciation and amortization expense.

    (i)              To eliminate (gain)loss in equity interests.

    (j)              To eliminate interest and other income, net.

    (k)               To eliminate costs associated with the exit of our
                      merchandise and Ijie operations, including (i) $1.8
                      million loss on the disposition of our Ijie operations,
                      included in Interest and Other Income (Expense), net,
                      (ii) severance of approximately $0.3 million related to
                      the closure of our merchandise operations and (iii)
                      asset impairment charges of approximately $0.3 million.
                      Of the total severance charges, $26,000 was recorded in
                      product and content development, $179,000 in sales and
                      marketing and $60,000 in general and administrative.

    (l)               To eliminate executive separation and severance charges,
                      including (i) separation payments for certain executive
                      officers and (ii) severance charges for the employees in
                      our Los Angeles office. Of the total executive
                      separation and severance charges, $0.4 million was
                      recorded in product and content development, $0.5
                      million in sales and marketing and $1.2 million in
                      general and administrative.

    (m)               To eliminate a favorable adjustment for foreign value-
                      added tax ("VAT"), interest and penalties of $0.6
                      million, included in general and administrative.



                                                                                                                                XO GROUP INC.

                                                                                                                               NON-GAAP TABLE

                                                                                                                For the Quarters Ended December 2015 and 2014

                                                                                                              (Amounts in Thousands, Except for Per Share Data)

                                                                                                                                 (Unaudited)


                                                                                                              Quarters Ended December 31,
                                                                                                              ---------------------------

                                                                              2015                                                                                                                                   2014
                                                                              ----                                                                                                                                   ----

              GAAP                                     Non-GAAP                                                GAAP                                            Non-GAAP
              ----                                     --------                                                ----                                            --------

               Net         Adj.    Adj. Net Income    Adj.        Adj.                Net                   Adj.     Adj. Net Income     Adj.       Adj.
             Income                                             EBITDA              Income                                                         EBITDA
             ------                                             ------              ------                                                         ------

     $(2,158)                  $4,949                                  $2,791                          $5,126                                   $7,917                            $(3,993)             $5,478 $1,485  $4,321 $5,806



                           4,000                    a              1,861            f                                                      2,400                k         1,576         h

                               -                   b              1,740            g                                                        733                l         1,692         g

                             245                    c              1,517            h                                                      1,815                e         1,097         f

                           (765)                   d                 36            i                                                        530                c          (11)        i

                           1,469                    e               (28)           j                                                          -               m          (33)        j



                                            $4,949                                     $5,126                                                                           $5,478             $4,321
                                            ------                                     ------                                                                           ------             ------


                                                                                                              Amounts per Share - Diluted
                                                                                                              ---------------------------


      $(0.09)                   $0.20                                   $0.11                                                                 $(0.16)                              $0.22         $0.06


                                                                                                Weighted Average Number of Shares Outstanding - Diluted
                                                                                                -------------------------------------------------------

              Basic                    Diluted                                              Basic                              Diluted
              -----                    -------                                              -----                              -------

                    25,174 25,538                        25,538                                                25,363                                   25,821             25,821


    (a)  To eliminate Touch Media impairment expense, included in
         Interest and other income (expense), net.

    (b)  To eliminate costs associated with the exit of our
         merchandising operations, including (i) severance of
         approximately $0.2 million recorded in general and
         administrative and (ii) rent acceleration and other
         closure costs of $0.2 million recorded in sales and
         marketing.

    (c)  To eliminate impairment charges included in Asset
         Impairment Charges.

    (d)  To eliminate a gain on our existing equity method
         investment in GigMasters, included in Gain(Loss) in
         Equity Interests.

    (e)  To adjust income tax expense to our effective tax rate,
         excluding discrete items, of 40.0 and 42.5%, for the
         years ended December 31, 2015 and 2014, respectively.

    (f) To eliminate adjusted income tax expense.

    (g) To eliminate stock-based compensation expense.

    (h) To eliminate depreciation and amortization expense.

    (i) To eliminate (gain)loss in equity interests.

    (j) To eliminate interest and other income, net.

    (k)  To eliminate costs associated with the exit of our
         merchandise and Ijie operations, including (i) $1.8
         million loss on the disposition of our Ijie operations,
         included in Interest and Other Income (Expense), net,
         (ii) severance of approximately $0.3 million related to
         the closure of our merchandise operations and (iii)
         asset impairment charges of approximately $0.3 million.
         Of the total severance charges, $26,000 was recorded in
         product and content development, $179,000 in sales and
         marketing and $60,000 in general and administrative.

    (l)  To eliminate executive separation and severance charges,
         including (i) separation payments for certain executive
         officers and (ii) severance charges for the employees in
         our Los Angeles office. For the three months ended
         December 31, 2014 of the total executive separation and
         severance charges, $0.3 million was recorded in product
         and content development, and $0.4 million in general and
         administrative.

    (m)  To eliminate a favorable adjustment for foreign value-
         added tax ("VAT"), interest and penalties of $0.6
         million, included in general and administrative.



                                                                           XO GROUP INC.

                                                               SUPPLEMENTAL DATA TABLES (UNAUDITED)

                                                         (Amounts in Thousands, Except for Per Share Data)

                                                                            (Unaudited)


                       Three months ended December 31,                      Twelve months ended December 31,
                      -------------------------------                   --------------------------------

                            2015                    2014                      2015                    2014
                            ----                    ----                      ----                    ----

    Net cash provided
     by operating
     activities                      $8,989                                           $8,462                   $20,548 $20,015

    Less: capital
     expenditures          (772)                            (1,095)                             (3,549)      (5,068)


    Free cash flow                   $8,217                                           $7,367                   $16,999 $14,947
                                     ======                                           ======                   ======= =======


    TheKnot.com Local Online Advertising Metrics Q4 2015        Q4 2014
    -------------------------------------------- -------        -------

    Vendor Count(a)                                      24,340         22,694
    --------------                                       ------         ------

    Retention Rate(a);(b)                                 73.8%         78.3%
    --------------------                                   ----           ----

    Avg. Revenue/Vendor(a)                               $2,628         $2,527
    ----------------------                               ------         ------

    Vendor Count at End of Period                        25,106         24,764
    -----------------------------                        ------         ------


    (a)               Calculated on a trailing
                      twelve-month basis.

    (b)               Previously disclosed as
                      churn rate. Retention rate
                      calculated as one less
                      churn rate.

Stock Based Compensation

The Company included total stock-based compensation expense related to all its stock awards in various operating expense categories for the three and twelve months ended December 31, 2015 and 2014, as follows:


                                    Three months ended December 31,              Twelve months ended December 31,
                                    -------------------------------              --------------------------------

                                          2015                   2014                    2015                   2014
                                          ----                   ----                    ----                   ----

                                                                      (In Thousands)
                                                                      -------------

    Product and content development                  $546                                          $569              1,817         2,020

    Sales and marketing                    372                              468                               1,384          1,533

    General and administrative             822                              655                               2,791          2,586

    Total stock-based compensation                 $1,740                                        $1,692                    $5,992        $6,139
                                                   ======                                        ======                    ======        ======

Conference Call and Replay Information

XO Group Inc. will host a conference call with investors at 4:30 p.m. ET on Thursday, March 3, 2016, to discuss its fourth quarter and full year 2015 financial results. Participants should dial (877) 201-0168 and use Conference ID# 23480879 at least 10 minutes before the call is scheduled to begin. Participants can also access the live broadcast over the internet on the Investor Relations section of the Company's website, accessible at http://ir.xogroupinc.com. To access the webcast, participants should visit XO Group's website at least 15 minutes prior to the conference call in order to download or install any necessary audio software.

A replay of the webcast will also be archived on the Company's website approximately two hours after the conference call ends.

About XO Group Inc.

XO Group Inc.'s (NYSE: XOXO; xogroupinc.com) mission is to help people navigate and enjoy life's biggest moments, together. Our family of multi-platform brands guide people through transformative lifestages, from getting married to moving in together and having a baby. Our brands include The Knot, the number one wedding planning resource, The Bump, a leading pregnancy and parenting brand, and The Nest, the hip guide to all things home for new couples. The Company is publicly listed on the New York Stock Exchange (NYSE: XOXO) and is headquartered in New York City.

Forward Looking Statements

This release may contain projections or other forward-looking statements regarding future events or our future financial performance or estimates regarding third parties. These statements are only estimates or predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the estimates, projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation, (i) our operating results may fluctuate, are difficult to predict and could fall below expectations, (ii) our transactions business is dependent on third party participants, whose lack of performance could adversely affect our results of operations, (iii) our ongoing investment in new businesses and new products, services, and technologies is inherently risky, and could disrupt our ongoing business and/or fail to generate the results we are expecting, (iv) we may be unable to develop solutions that generate revenue from advertising and other services delivered to mobile phones and wireless devices, (v) our businesses could be negatively affected by changes in Internet search engine algorithms, (vi) intense competition in our markets may adversely affect revenue and results of operations, (vii) we may be subject to legal liability associated with providing online services or content, (viii) fraudulent or unlawful activities on our marketplace could harm our business and consumer confidence in our marketplace, (ix) we are subject to payments-related risks, (x) we cannot assure you that our publications will be profitable, and (xi) other factors detailed in documents we file from time to time with the Securities and Exchange Commission. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Non-GAAP Financial Measures

This press release includes information about certain financial measures that are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP" or "U.S. GAAP"), including adjusted EBITDA, adjusted net income, adjusted net income per diluted share and free cash flow. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under U.S. GAAP. Our use of these terms may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

Management defines its non-GAAP financial measures as follows:


    --  Adjusted EBITDA represents GAAP net income (loss) adjusted to exclude,
        if applicable: (1) income tax expense (benefit), (2) depreciation and
        amortization, (3) stock-based compensation expense, (4) asset impairment
        charges, (5) loss in equity interests, (6) interest and other income
        (expense), net and (7) other items affecting comparability during the
        period.
    --  Adjusted net income represents GAAP net income (loss), adjusted for
        items that impact comparability for incremental or unusual costs
        incurred in the current period, which may include: (1) asset impairment
        charges, (2) executive separation and other severance charges, (3)
        non-recurring foreign taxes, interest and penalties and (4) costs
        related to exit activities.
    --  Adjusted net income per diluted share represents adjusted net income (as
        defined above), divided by the diluted weighted-average number of shares
        outstanding for the period.
    --  Free cash flow represents GAAP net cash provided by operations, less
        capital expenditures.

Management believes that these non-GAAP financial measures, when viewed with our results under U.S. GAAP and the accompanying reconciliations, provide useful information about our period-over-period growth and provide additional information that is useful for evaluating our operating performance. However, adjusted EBITDA, adjusted net income (loss), adjusted net income (loss) per diluted share and free cash flow are not measures of financial performance under U.S. GAAP and, accordingly, should not be considered substitutes for or superior to net income (loss) and net income (loss) per diluted share and net cash provided by operating activities as indicators of operating performance.

A reconciliation of GAAP to Non-GAAP financial measures is included in this press release.

Contact:

Ivan Marmolejos
Director, Investor Relations
(212) 219-8555 x1004
IR@xogrp.com

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