NEW YORK, Feb. 28, 2017 /PRNewswire/ -- XO Group Inc. (the "Company") (NYSE: XOXO, xogroupinc.com), today reported financial results for the three months and full year ended December 31, 2016.

Total revenue for the fourth quarter of 2016 was $41.0 million, up 8% compared to the same period in the prior year. Net income for the quarter was $3.4 million or $0.13 per diluted share compared to a loss per share of $0.09 in the prior year quarter. The Company's balance sheet at December 31, 2016 reflects cash and cash equivalents of $105.7 million compared to $88.5 million at December 31, 2015.

"During the year, we made significant improvements to our consumer-facing products and our local wedding vendor marketplace that improved engagement and drove more value to our couples and our wedding pros. In 2017, we look forward to continuing to capitalize on our market leading position in weddings by more deeply engaging the couples we serve, intensifying our local sales efforts, and expanding guest and registry services," said Mike Steib, Chief Executive Officer.

Long-Term Financial Targets

The Company's long-term financial targets are double digit revenue growth rates and gross margins of approximately 90-95%, yielding adjusted EBITDA margins of 20%.




                                                                                                           XO GROUP INC.

                                                                                               CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                         (Amounts in Thousands, Except for Per Share Data)

                                                                                                            (Unaudited)




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

                                                                                 2016                    2015                      2016                    2015
                                                                                 ----                    ----                      ----                    ----

    Net revenue:

    National online advertising                                                          $11,789                                          $10,545                $38,945   $35,764

    Local online advertising                                                   18,368                              17,481                               70,239     65,941


      Online advertising                                                                 $30,157                                          $28,026               $109,184  $101,705

    Transactions                                                                5,079                               3,434                               22,819     14,700

    Merchandise                                                                     -                                  -                                   -       878

    Publishing and other                                                        5,772                               6,686                               20,113     24,361
                                                                                -----                               -----                               ------     ------

    Total net revenue                                                          41,008                              38,146                              152,116    141,644

    Cost of revenue:

    Online advertising                                                          1,119                                 647                                3,665      2,235

    Merchandise                                                                     -                                  -                                   -       881

    Publishing and other                                                        1,920                               2,189                                6,089      7,271
                                                                                -----                               -----                                -----      -----

    Total cost of revenue                                                       3,039                               2,836                                9,754     10,387

    Gross profit                                                               37,969                              35,310                              142,362    131,257

    Operating expenses:

    Product and content development                                            11,726                              11,051                               44,668     40,351

    Sales and marketing                                                        13,953                              11,737                               49,772     43,420

    General and administrative                                                  5,642                               6,345                               23,666     24,440

    Asset impairment charges                                                        5                                 245                                   18        266

    Depreciation and amortization                                               1,557                               1,517                                6,372      5,544
                                                                                -----                               -----                                -----      -----

    Total operating expenses                                                   32,883                              30,895                              124,496    114,021

    Income from operations                                                      5,086                               4,415                               17,866     17,236

    Gain (loss) in equity interests                                             (118)                                729                                (328)       520

    Interest and other income (expense), net                                      117                             (3,972)                                 146    (4,023)
                                                                                  ---                              ------                                  ---     ------

    Income before income taxes                                                  5,085                               1,172                               17,684     13,733

    Income tax expense                                                          1,663                               3,330                                5,564      8,269


    Net income                                                                            $3,422                                         $(2,158)               $12,120    $5,464
                                                                                          ======                                          =======                =======    ======


    Net income per share:

    Basic                                                                                  $0.14                                          $(0.09)                 $0.48     $0.22
                                                                                           =====                                           ======                  =====     =====

    Diluted                                                                                $0.13                                          $(0.09)                 $0.47     $0.21
                                                                                           =====                                           ======                  =====     =====

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

    Basic                                                                      25,316                              25,174                               25,314     25,164
                                                                               ======                              ======                               ======

    Diluted                                                                    25,698                              25,174                               25,640     25,530
                                                                               ======                              ======                               ======     ======




                                                        XO GROUP INC.

                                                 CONSOLIDATED BALANCE SHEETS

                                      (Amounts in Thousands, Except for Per Share Data)

                                                         (Unaudited)




                                                                      December 31,

                                                             2016                     2015
                                                             ----                     ----

                                                       ASSETS

    Current assets:

    Cash and cash equivalents                                        $105,703                         $88,509

    Accounts receivable, net of
     allowance of $1,386 and $2,668
     at December 31, 2016 and
     December 31, 2015, respectively                       20,182                             20,475

    Prepaid expenses and other
     current assets                                         5,247                              5,341

    Total current assets                                  131,132                            114,325

    Long-term restricted cash                               1,181                              2,598

    Property and equipment, net                            12,130                             13,251

    Intangible assets, net                                  4,154                              4,817

    Goodwill                                               48,678                             47,396

    Deferred tax assets, net                                9,918                             11,578

    Investments                                             2,685                              2,719

    Other assets                                              308                                 57
                                                              ---                                ---

    Total assets                                                     $210,186                        $196,741
                                                                     ========                        ========

                                        LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

    Accrued compensation and employee
     benefits                                                          $6,164                          $6,036

    Accounts payable and accrued
     expenses                                               7,515                              6,127

    Deferred revenue                                       16,752                             18,640
                                                           ------                             ------

    Total current liabilities                              30,431                             30,803

    Deferred rent                                           3,720                              4,486

    Other liabilities                                       1,485                              1,985
                                                            -----                              -----

    Total liabilities                                      35,636                             37,274

    Commitments and contingencies

    Stockholders' equity:

    Preferred stock, $0.001 par
     value; 5,000,000 shares
     authorized and 0 shares issued
     and outstanding as of December
     31, 2016 and 2015, respectively                            -                                 -

    Common stock, $0.01 par value;
     100,000,000 shares authorized
     and 26,304,925 and 26,235,824
     shares issued and outstanding at
     December 31, 2016 and 2015,
     respectively                                             264                                264

    Additional paid-in-capital                            178,959                            173,564

    Accumulated deficit                                   (4,673)                          (14,361)
                                                           ------                            -------

    Total stockholders' equity                            174,550                            159,467

    Total liabilities and
     stockholders' equity                                            $210,186                        $196,741
                                                                     ========                        ========




                                                                                                      XO GROUP INC.

                                                                                                     NON-GAAP TABLE

                                                                                     For the Years Ended December 31, 2016 and 2015

                                                                                    (Amounts in Thousands, Except for Per Share Data)

                                                                                                   (Unaudited)


                                                                                                           Years Ended December 31,

                                                                                              2016                                              2015

                                                            GAAP Actual Adjustments    Non GAAP                     GAAP Actual   Adjustments     Non GAAP
                                                                                        Results                                                   Results

    Adjusted Net Income and EPS Reconciliation

    Revenue                                                     152,116                              -                                 152,116               141,644        -                 141,644

    Cost of Revenues                                              9,754                              -                                   9,754                10,387        -                  10,387

    Operating Expenses                                                          -

    Product & Content Development                                44,668                              -                                  44,668                40,351     (11)           a      40,340

    Sales & Marketing                                            49,772                              -                                  49,772                43,420    (265)           a      43,155

    General & Administrative                                     23,666                              -                                  23,666                24,440    (158)           a      24,282

    Depreciation & Amortization                                   6,372                              -                                   6,372                 5,544        -                   5,544

    Impairments                                                      18                              -                                      18                   266    (266)           b           -
                                                                    ---                                                                    ---                   ---                    ---       ---

    Total Operating Expenses                                    124,496                              -                                 124,496               114,021    (700)                 113,321


    Operating Income                                             17,866                              -                                  17,866                17,236      700                   17,936


    Interest & Other Income/(Loss), Net                             146                              -                                     146               (4,023)   4,000            c        (23)

    Gain/(Loss) in Equity Interest                                (328)                             -                                   (328)                  520    (765)           d       (245)

    Provision for Taxes on Income                                 5,564                          1,423                f                   6,987                 8,269  (1,202)           e       7,067
                                                                  -----                          -----                ---                 -----                 -----   ------            ---     -----

    Net Profit/(Loss)                                            12,120                        (1,423)                                  10,697                 5,464    5,137                   10,601

    Amounts per Share - Diluted                                    0.47                         (0.05)                                    0.42                  0.21     0.21                     0.42

    Weighted Average Number of Shares Outstanding - Diluted      25,640                                                   25,640                      25,530                   25,530


    Adjusted EBITDA Reconciliation


    Operating Income                                             17,866                              -                                  17,866                17,236      700                   17,936

    Depreciation & Amortization (g)                               6,372                              -                                   6,372                 5,544        -                   5,544

    Stock Based Compensation (h)                                  8,359                              -                                   8,359                 5,992        -                   5,992
                                                                  -----                                                                  -----                 -----                            -----

    Adjusted EBITDA                                              32,597                              -                                  32,597                28,772      700                   29,472


    a.                             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.

    b.                             To eliminate impairment charges
                                   included in Asset Impairment
                                   Charges.

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

    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% for the
                                   year ended December 31, 2015,

    f.                             To eliminate discrete items,
                                   including a one-time tax benefit
                                   associated with the resolution of
                                   an uncertain tax position for a
                                   former subsidiary in the 2016
                                   period, as well as a one-time
                                   benefit associated with a foreign
                                   tax incentive deduction in the
                                   2016 period.

    g.                             To eliminate depreciation and
                                   amortization expense.

    h.                             To eliminate stock-based
                                   compensation expense.





                                                                                                      XO GROUP INC.

                                                                                                      NON-GAAP TABLE

                                                                                    For the Quarters Ended December 31, 2016 and 2015

                                                                                    (Amounts in Thousands, Except for Per Share Data)

                                                                                                     (Unaudited)


                                                                                            Quarters Ended December 31,

                                                                                                       2016                                                          2015

                                                            GAAP Actual Adjustments                                 Non GAAP               GAAP Actual   Adjustments             Non GAAP
                                                                                                                    Results                                                      Results

    Adjusted Net Income and EPS Reconciliation

    Revenue                                                      41,008                                       -                                  41,008                              38,146                       38,146

    Cost of Revenues                                              3,039                                       -                                   3,039                               2,836                        2,836

    Operating Expenses                                                          -

    Product & Content Development                                11,726                                       -                                  11,726                              11,051                       11,051

    Sales & Marketing                                            13,953                                       -                                  13,953                              11,737                       11,737

    General & Administrative                                      5,642                                       -                                   5,642                               6,345                        6,345

    Depreciation & Amortization                                   1,557                                       -                                   1,557                               1,517                        1,517

    Impairments                                                       5                                       -                                       5                                 245    (245)           a              -
                                                                    ---                                                                             ---                                 ---                    ---          ---

    Total Operating Expenses                                     32,883                                       -                                  32,883                              30,895    (245)                     30,650


    Operating Income                                              5,086                                       -                                   5,086                               4,415      245                       4,660


    Interest & Other Income/(Loss), Net                             117                                       -                                     117                             (3,972)   4,000            b             28

    Gain/(Loss) in Equity Interest                                (118)                                      -                                   (118)                                729    (765)           c           (36)

    Provision for Taxes on Income                                 1,663                                     295                   e                1,958                               3,330  (1,469)           d          1,861
                                                                  -----                                     ---                   ---              -----                               -----   ------            ---        -----

    Net Profit/(Loss)                                             3,422                                   (295)                                   3,127                             (2,158)   4,949                       2,791

    Amounts per Share - Diluted                                    0.13                                  (0.01)                                    0.12                              (0.09)    0.20                        0.11

    Weighted Average Number of Shares Outstanding - Diluted      25,698                                                             25,698                                25,174                      25,174


    Adjusted EBITDA Reconciliation


    Operating Income                                              5,086                                       -                                   5,086                               4,415      245                       4,660

    Depreciation & Amortization (f)                               1,557                                       -                                   1,557                               1,517        -                      1,517

    Stock Based Compensation (g)                                  2,558                                       -                                   2,558                               1,740        -                      1,740
                                                                  -----                                                                           -----                               -----      ---                      -----

    Adjusted EBITDA                                               9,201                                       -                                   9,201                               7,672      245                       7,917


    a) To eliminate impairment charges included in Asset Impairment Charges.

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

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

    d)                                                                                                               To adjust income tax expense to our 2015 effective tax rate, excluding discrete items, of 40.0%

    e) To eliminate a one time benefit associated with the resolution of an uncertain tax position.

    f) To eliminate depreciation and amortization expense.

    g) To eliminate stock-based compensation expense.





                                                                                   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,
                                              -------------------------------               --------------------------------

                                                    2016                   2015                      2016                   2015
                                                    ----                   ----                      ----                   ----

    Net cash provided by operating activities               $7,302                                          $8,989                 $27,390 $20,548

    Less: capital expenditures                   (1,250)                             (772)                            (4,297)    (3,549)


    Free cash flow                                          $6,052                                          $8,217                 $23,093 $16,999
                                                            ======                                          ======                 ======= =======


    TheKnot.com Local Online Advertising Metrics Q4 2016        Q4 2015
    -------------------------------------------- -------        -------

    Vendor Count(a)                                      23,662         24,340
    --------------                                       ------         ------

    Retention Rate(a);(b)                                 68.0%         73.8%
    --------------------                                   ----           ----

    Avg. Revenue/Vendor(a)                               $2,804         $2,628
    ----------------------                               ------         ------


    (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, 2016 and 2015, as follows:



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

                                              2016                               2015                       2016         2015
                                              ----                               ----                       ----         ----

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

    Product and content development           $654                               $546                     $2,324       $1,817

    Sales and marketing                        831                                372                      2,057        1,384

    General and administrative               1,073                                822                      3,978        2,791

    Total stock-based compensation          $2,558                             $1,740                     $8,359       $5,992
                                            ======                             ======                     ======       ======

Conference Call and Replay Information

XO Group Inc. will host a conference call with investors at 4:30 p.m. ET on Tuesday, February 28, 2017, to discuss its fourth quarter and full year 2016 financial results. Participants should dial (877) 201-0168 and use Conference ID# 57838274 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 truly enjoy life's biggest moments together. Our multi-platform brands guide couples through transformative life stages - from getting married with The Knot, to moving in together with The Nest, to having a baby with The Bump, and helping bring important celebrations to life with entertainment vendors from GigMasters. 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, (4) costs related
        to exit activities and (5) discrete tax items.
    --  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.

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