NEW YORK, Nov. 6, 2014 /PRNewswire/ -- XO Group Inc. (the "Company") (NYSE: XOXO, xogroupinc.com), the premier consumer internet and media company devoted to weddings, pregnancy, and everything in between, today reported financial results for the three months ended September 30, 2014.

Total revenue for the third quarter of 2014 was $35.9 million, up 5.6% compared to the same period in the prior year. Net income for the quarter was $2.1 million or $0.08 per share. The Company ended the quarter with $85.7 million in cash, up from $79.4 million at June 30, 2014.

Total operating expenses were $26.7 million for the three months ended September 30, 2014, compared to $23.5 million during the corresponding period in 2013. The increase in operating expenses was driven by spending attributable to the transformation to a digital marketplace underway at the Company and included a Value Added Tax benefit. Excluding this item impacting comparability, Non-GAAP earnings per share were $0.09 for the quarter ended September 30, 2014.

"During the third quarter, we delivered stable revenue growth in our core advertising offerings and registry business, while continuing to make investments in our company that we feel will position us to better connect our audience and advertising partners. We believe these increased connections will lead to accelerated revenue growth in the years to come and enhanced long-term shareholder value," said Mike Steib, Chief Executive Officer.

"In addition, we made further progress on our plan to transform to a digital marketplace, which is underscored by our decision to exit both our wedding supplies fulfillment operations and our Ijie operations in China. We believe this will enable us to better focus on our transformation while continuing to serve the commerce needs of our couples through a partnership model. We thank our employees in Redding and in China for their important contributions over the years."

As previously disclosed, on October 24, 2014, the Company filed a Form 8-K announcing its plan to cease operations at its warehouse in Redding, California. The closure of the warehouse is expected to be complete by the end of the first quarter of 2015. The Company also announced today that it will be exiting its Ijie operations in China by the end of 2014. Additional details regarding the full impact of the announcement will be filed as soon as information is available.

Business Outlook

For the full year of 2014, the Company continues to expect single digit total revenue growth and increased year-over-year growth rates of operating expense above historical run rates. The additional operating expense related to the strategic initiatives underway at XO is expected to be approximately $12-13 million in 2014.

Long-Term Financial Targets

The Company has updated its long-term financial targets to account for the change in its wedding supplies fulfillment and Ijie operations.

The Company is now targeting double digit revenue growth, gross margins of approximately 90-95%, and operating expense growth below revenue growth rates yielding 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 September 30,
                                                                 --------------------------------

                                                                          2014                      2013
                                                                          ----                      ----

    Net revenue:

    National online sponsorship and
     advertising                                                                    $7,326               $6,932

    Local online sponsorship and advertising                            14,796                    13,688
                                                                        ------                    ------

      Total online sponsorship and advertising                          22,122                    20,620

    Registry services                                                    3,289                     2,790

    Merchandise                                                          4,539                     5,232

    Publishing and other                                                 5,908                     5,326
                                                                         -----                     -----

    Total net revenue                                                   35,858                    33,968

    Cost of revenue:

    Online sponsorship and advertising                                     365                       430

    Merchandise                                                          2,833                     3,005

    Publishing and other                                                 1,663                     1,825
                                                                         -----                     -----

    Total cost of revenue                                                4,861                     5,260


    Gross profit                                                        30,997                    28,708


    Operating expenses:

    Product and content development                                      8,569                     7,108

    Sales and marketing                                                 10,842                     9,528

    General and administrative                                           5,389                     5,745

    Depreciation and amortization                                        1,868                     1,075
                                                                         -----                     -----

    Total operating expenses                                            26,668                    23,456


    Income from operations                                               4,329                     5,252

    Loss in equity interests                                              (68)                     (55)

    Interest and other income, net                                          57                        41
                                                                           ---                       ---

    Income before income taxes                                           4,318                     5,238

    Provision for income taxes                                           2,234                     2,137
                                                                         -----                     -----


    Net income                                                                      $2,084               $3,101
                                                                                    ======               ======

    Net  income per share:

    Basic                                                                            $0.08                $0.13
                                                                                     =====                =====

    Diluted                                                                          $0.08                $0.12
                                                                                     =====                =====

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

    Basic                                                               25,351                    24,686
                                                                        ======                    ======

    Diluted                                                             25,670                    25,879
                                                                        ======                    ======



                                                          XO GROUP INC.

                                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                        (Amounts in Thousands, Except for Per Share Data)

                                                           (Unaudited)


                                                                                       Nine Months Ended September 30,
                                                                 -------------------------------

                                                                            2014                           2013
                                                                            ----                           ----

    Net revenue:

    National online sponsorship and
     advertising                                                                        $21,777                        $20,875

    Local online sponsorship and advertising                              43,745                         40,652
                                                                          ------                         ------

      Total online sponsorship and advertising                            65,522                         61,527

    Registry services                                                      7,954                          6,373

    Merchandise                                                           13,159                         15,411

    Publishing and other                                                  19,973                         17,918
                                                                          ------                         ------

    Total net revenue                                                    106,608                        101,229

    Cost of revenue:

    Online sponsorship and advertising                                     1,337                          1,506

    Merchandise                                                            8,106                          9,189

    Publishing and other                                                   5,920                          6,267
                                                                           -----                          -----

    Total cost of revenue                                                 15,363                         16,962


    Gross profit                                                          91,245                         84,267


    Operating expenses:

    Product and content development                                       26,274                         21,116

    Sales and marketing                                                   32,606                         29,574

    General and administrative                                            18,778                         15,831

    Depreciation and amortization                                          5,393                          3,324
                                                                           -----                          -----

    Total operating expenses                                              83,051                         69,845


    Income from operations                                                 8,194                         14,422

    Loss in equity interests                                               (243)                         (174)

    Interest and other income, net                                            55                             70
                                                                             ---                            ---

    Income before income taxes                                             8,006                         14,318

    Provision for income taxes                                             3,551                          5,456
                                                                           -----                          -----


    Net income                                                                           $4,455                         $8,862
                                                                                         ======                         ======

    Net  income per share:

    Basic                                                                                 $0.18                          $0.36
                                                                                          =====                          =====

    Diluted                                                                               $0.17                          $0.35
                                                                                          =====                          =====

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

    Basic                                                                 25,159                         24,591
                                                                          ======                         ======

    Diluted                                                               25,547                         25,579
                                                                          ======                         ======



                                                              XO GROUP INC.

                                                  CONDENSED CONSOLIDATED BALANCE SHEETS

                                                         (Amounts in Thousands)

                                                               (Unaudited)


                                                     September 30, 2014                 December 31, 2013
                                                     ------------------                 -----------------


                            ASSETS

    Current assets:

    Cash and cash equivalents                                                $85,683                                 $90,697

    Accounts receivable, net                                     15,778                                      11,838

    Inventories                                                   1,620                                       2,374

    Deferred production and marketing
     costs                                                          586                                         475

    Deferred tax assets, current portion                          3,037                                       2,782

    Prepaid expenses and other current
     assets                                                       6,143                                       5,993
                                                                  -----                                       -----

    Total current assets                                        112,847                                     114,159

    Long-term restricted cash and
     investments                                                  3,124                                       2,599

    Property and equipment, net                                  15,967                                      15,490

    Intangible assets, net                                        3,200                                       3,357

    Goodwill                                                     42,436                                      38,500

    Deferred tax assets                                          16,638                                      21,469

    Investments                                                   5,490                                       1,680

    Other assets                                                    296                                         495
                                                                    ---                                         ---

    Total assets                                                            $199,998                                $197,749
                                                                            ========                                ========

             LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

    Accounts payable and accrued expenses                                    $11,268                                 $12,420

    Deferred revenue                                             16,353                                      14,864
                                                                 ------                                      ------

    Total current liabilities                                    27,621                                      27,284

    Deferred tax liabilities                                      3,607                                       4,507

    Deferred rent                                                 5,338                                       5,914

    Other liabilities                                             1,931                                       4,154
                                                                  -----                                       -----

    Total liabilities                                            38,497                                      41,859


    Stockholders' equity:

    Preferred stock                                                   -                                          -

    Common stock                                                    269                                         270

    Additional paid-in-capital                                  171,186                                     169,756

    Accumulated other comprehensive loss                          (248)                                      (204)

    Accumulated deficit                                         (9,706)                                   (13,932)
                                                                 ------                                     -------

    Total stockholders' equity                                  161,501                                     155,890

    Total liabilities and stockholders'
     equity                                                                 $199,998                                $197,749
                                                                            ========                                ========



                                                                    XO GROUP INC.

                                                RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

                                                  (Amounts in Thousands, Except for Per Share Data)

                                                                     (Unaudited)


                                                              Three Months Ended               Nine Months Ended
                                                                 September 30,                   September 30,

                                                                            2014                             2013                    2014                     2013
                                                                            ----                             ----                    ----                     ----


    Net income                                                            $2,084                           $3,101                  $4,455                   $8,862

    Provision for income taxes                                             2,234                            2,137                   3,551                    5,456

    Depreciation and amortization                                          1,868                            1,075                   5,393                    3,324

    Stock-based compensation expense                                       1,449                            1,665                   4,447                    4,552

    Loss in equity interests                                                  68                               55                     243                      174

    Interest and other income, net                                          (57)                            (41)                   (55)                    (70)

    Severance charges(a)                                                       -                               -                  1,354                        -

    Foreign VAT, interest and penalties(b)                                 (592)                               -                  (592)                       -

    Adjusted EBITDA                                                       $7,054                           $7,992                 $18,796                  $22,298

    Depreciation and amortization                                        (1,868)                         (1,075)                (5,393)                 (3,324)

    Stock-based compensation expense                                     (1,449)                         (1,665)                (4,447)                 (4,552)

    Loss in equity interests                                                (68)                            (55)                  (243)                   (174)

    Interest and other income, net                                            57                               41                      55                       70

    Adjusted income before income taxes                                    3,726                            5,238                   8,768                   14,318

    Adjusted provision for income taxes(c)                                 1,423                            2,137                   3,349                    5,456

    Adjusted net income                                                   $2,303                           $3,101                  $5,419                   $8,862
                                                                          ======                           ======                  ======                   ======


    Adjusted net income per diluted share                                  $0.09                            $0.12                   $0.21                    $0.35
                                                                           =====                            =====                   =====                    =====


    Diluted weighted average number of shares outstanding                 25,670                           25,879                  25,547                   25,579


    Net cash provided by operating activities                             $7,675                           $5,788                 $11,553                  $15,354

    Less: Capital expenditures                                           (1,329)                         (1,862)                (3,973)                 (4,661)

    Free cash flow                                                        $6,346                           $3,926                  $7,580                  $10,693
                                                                          ======                           ======                  ======                  =======



                                                            (a)                    Costs impacting comparability included in Operating expenses on the condensed
                                                                                    consolidated statements of operations for the nine months ended September
                                                                                    30, 2014 include severance of approximately $1.4 million, representing (i)
                                                                                    severance charges for certain executive officers and (ii) severance charges
                                                                                    for the employees in our Los Angeles office. Of the total severance charges,
                                                                                    $70,000 was recorded in Product and content development, $506,000 in Sales
                                                                                    and marketing and $778,000 in General and administrative.


                                                             (b)                    Included in "General and administrative" expenses on the condensed
                                                                                    consolidated statements of operations for the three and nine months ended
                                                                                    September 30, 2014 include a favorable adjustment for foreign value-added
                                                                                    tax ("VAT"), interest and penalties of $592,000.


                                                             (c)                    Adjusted provision for income taxes was calculated using the annual effective
                                                                                    tax rate for each respective period, excluding discrete items.

Supplemental data tables (unaudited)

Local Advertising Metrics (excluding Two Bright Lights)




                                                  Q3 2014        Q2 2014        Q1 2014         Q4 2013         Q3 2013
                                                  -------        -------        -------         -------         -------

    Profile Count                                         32,602         31,774          30,857           30,562           30,186
    -------------                                         ------         ------          ------           ------           ------

    Vendor Count                                          24,304         23,682          23,064           22,755           22,562
    ------------                                          ------         ------          ------           ------           ------

    Churn Rate(a)                                          22.8%         25.2%          27.0%           27.9%           29.4%
    ------------                                            ----           ----            ----             ----             ----

    Avg. Revenue/Vendor(a)                                $2,517         $2,516          $2,497           $2,474           $2,447
    ----------------------                                ------         ------          ------           ------           ------


    (a) calculated on a trailing twelve month basis

Stock Based Compensation



                        Three Months Ended        Three Months Ended
                        September 30, 2014        September 30, 2013
    ($000s)
    ------

    Product and content                      $382                      $536
    -------------------                      ----                      ----

    Sales and marketing                       338                       362
    -------------------                       ---                       ---

    General and
     administrative                           729                       767
    ---------------                           ---                       ---

    Total stock-based
     compensation                          $1,449                    $1,665
    -----------------                      ------                    ------

Conference Call and Replay Information

XO Group Inc. will host a conference call with investors at 4:30 p.m. ET on Thursday, November 6, 2014, to discuss its third quarter 2014 financial results. Participants should dial (844) 824-7422 and use Conference ID# 17939880 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. A replay of the call will be available at (855) 859-2056 or (404) 537-3406, conference ID# 17939880.

About XO Group Inc.

XO Group Inc. (NYSE: XOXO; http://www.xogroupinc.com) is the premier consumer internet and media company devoted to weddings, pregnancy and everything in between, providing couples and new parents with the trusted information, products and advice they need to guide them through the most transformative events of their lives. Our family of premium brands began with the number one wedding brand, The Knot, and has grown to include The Nest, The Bump and Ijie.com. XO Group is recognized by the industry for innovation in media -- from the web to mobile, magazines, books and video. XO Group has grown its business to include online sponsorship and advertising, registry services, e-commerce and publishing. The Company is publicly listed on the New York Stock Exchange (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. These statements are only predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the 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 online wedding-related and other websites may fail to generate sufficient revenue to survive over the long term, (ii) we incurred losses for many years following our inception and may incur losses in the future, (iii) we may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) sales to sponsors or advertisers may be delayed or cancelled, (v) efforts to launch new technology and features may not generate significant new revenue or may reduce revenue from existing services, (vi) we may be unable to develop solutions that generate revenue from advertising delivered to mobile phones and wireless devices, (vii) the significant fluctuation to which our quarterly revenue and operating results are subject, (viii) the seasonality of the wedding industry, (ix) our e-commerce operations are dependent on Internet search engine rankings, and our ability to influence those rankings is limited, (x) the dependence of our registry services business on third parties, 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 generally accepted accounting principles in the United States ("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 U.S. GAAP net income (loss) adjusted to
        exclude, if applicable: (1) provision (benefit) for income taxes, (2)
        depreciation and amortization, (3) stock-based compensation expense, (4)
        impairment charges and asset write-offs, (5) loss in equity interests,
        (6) interest and other income, net (7) net loss attributable to
        non-controlling interest and (8) other items impacting comparability in
        the period.

    --  Adjusted net income represents U.S. GAAP net income (loss), adjusted for
        incremental or unusual costs incurred in the current period, which may
        include: (1) impairment charges and asset write-offs, (2) executive
        severance and other restructuring charges and (3) the impact of certain
        foreign taxes, interest and penalties.

    --  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 U.S. 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, adjusted net income 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
Investor Relations
(212) 219-8555 x1004
IR@xogrp.com

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