NEW YORK, Nov. 2, 2016 /PRNewswire/ -- XO Group Inc. (the "Company") (NYSE: XOXO, xogroupinc.com), today reported financial results for the three months ended September 30, 2016.

Total revenue for the third quarter of 2016 was $36.7 million, up 5.8% compared to the same period in the prior year. Net income for the quarter was $1.9 million or $0.07 per diluted share compared to diluted earnings per share of $0.11 in the same period in the prior year. The Company's balance sheet at September 30, 2016 reflects cash and cash equivalents of $100.1 million compared to $88.5 million at December 31, 2015. The Company repurchased and retired shares of its common stock for an aggregate price of $1.1 million during the quarter as part of the Company's previously announced repurchase program.

"During the quarter, we delivered strong results in our transaction revenue initiative sand launched key enhancements to our leading local marketplace for wedding professionals and couples. We also welcomed Paul Bascobert, as President of Local Marketplace. Paul has a strong track record of serving local businesses and we're excited for him to be part of our next phase of growth," 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.

                                              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                             (Amounts in Thousands, Except for Per Share Data)

                                                                (Unaudited)



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

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

    Net revenue:

    National online advertising                             $8,932                                    $8,669              $27,156  $25,219

    Local online advertising                      17,040                             16,369                       51,871    48,460
                                                  ------                                                         ------    ------

            Total online advertising              25,972                             25,038                       79,027    73,679

    Transactions                                   7,105                              4,809                       17,740    11,266

    Merchandise                                        -                                 -                           -      878

    Publishing and other                           3,654                              4,859                       14,341    17,675
                                                   -----                              -----                       ------    ------

         Total net revenue                        36,731                             34,706                      111,108   103,498

    Cost of revenue:

    Online advertising                               802                                683                        1,986     1,588

    Merchandise                                        -                                 -                           -      881

    Publishing and other                             986                              1,367                        4,168     5,082
                                                     ---                              -----                        -----     -----

         Total cost of revenue                     1,788                              2,050                        6,154     7,551

         Gross profit                             34,943                             32,656                      104,954    95,947

    Operating expenses:


    Product and content development               11,729                              9,901                       33,503    29,300

    Sales and marketing                           13,098                             10,679                       36,325    31,683

    General and administrative                     5,501                              5,955                       17,531    18,116


    Depreciation and amortization                  1,580                              1,361                        4,815     4,027
                                                   -----                              -----                        -----     -----

         Total operating expenses                 31,908                             27,896                       92,174    83,126

         Income from operations                    3,035                              4,760                       12,780    12,821

    Loss in equity interests                        (29)                             (173)                       (210)    (209)

    Interest and other income/(expense), net          48                                (3)                          29      (51)
                                                     ---                                ---                          ---       ---


    Income before income taxes                     3,054                              4,584                       12,599    12,561

    Income tax expense                             1,146                              1,718                        3,901     4,939
                                                   -----                              -----                        -----     -----

    Net income                                              $1,908                                    $2,866               $8,698   $7,622
                                                            ======                                    ======               ======   ======


    Net income per share:

    Basic                                                    $0.08                                     $0.11                $0.34    $0.30
                                                             =====                                     =====                =====    =====

    Diluted                                                  $0.07                                     $0.11                $0.34    $0.30
                                                             =====                                     =====                =====    =====

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

    Basic                                         25,368                             25,136                       25,341    25,161

    Dilutive effect of:

    Restricted stock                                 331                                304                          318       360

    Options                                           28                                  9                           16        16
                                                     ===                                ===                          ===       ===

    Diluted                                       25,727                             25,449                       25,675    25,537
                                                  ======                             ======                       ======    ======


                                                                                           XO GROUP INC.

                                                                                    CONSOLIDATED BALANCE SHEETS

                                                                         (Amounts in Thousands, Except for Per Share Data)

                                                                                            (Unaudited)


                                                                                                                           September 30, 2016          December 31, 2015
                                                                                                                           ------------------          -----------------

    ASSETS

    Current assets:

    Cash and cash equivalents                                                                                                                 $100,070                              $88,509

    Accounts receivable, net                                                                                                           18,345                               20,475

    Prepaid expenses and other current assets                                                                                           7,643                                5,341
                                                                                                                                        -----                                -----

    Total current assets                                                                                                              126,058                              114,325

    Long-term restricted cash                                                                                                           1,181                                2,598

    Property and equipment, net                                                                                                        12,258                               13,251

    Intangibles assets, net                                                                                                             4,367                                4,817

    Goodwill                                                                                                                           48,678                               47,396

    Deferred tax assets, net                                                                                                           10,543                               11,578

    Investments                                                                                                                         2,804                                2,719

    Other assets                                                                                                                          242                                   57
                                                                                                                                          ---                                  ---

    Total assets                                                                                                                              $206,131                             $196,741
                                                                                                                                              ========                             ========

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

        Accrued compensation and employee benefits                                                                                              $5,749                               $6,036

    Accounts payable and accrued expenses                                                                                               7,462                                6,127

    Deferred revenue                                                                                                                   16,643                               18,640
                                                                                                                                       ------                               ------

    Total current liabilities                                                                                                          29,854                               30,803

    Deferred rent                                                                                                                       3,942                                4,486

    Other liabilities                                                                                                                   1,994                                1,985
                                                                                                                                        -----                                -----

    Total liabilities                                                                                                                  35,790                               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 September 30, 2016 and December
    31, 2015, respectively

    Common stock, $0.01 par value; 100,000,000 shares authorized and                                                                      265                                  264
    26,475,720 and 26,235,824 shares issued and outstanding at September
    30, 2016 and December 31, 2015, respectively

    Additional paid-in-capital                                                                                                        177,275                              173,564

    Accumulated deficit                                                                                                               (7,199)                            (14,361)
                                                                                                                                       ------                              -------

    Total stockholders' equity                                                                                                        170,341                              159,467
                                                                                                                                      -------                              -------

    Total liabilities and stockholders' equity                                                                                                $206,131                             $196,741
                                                                                                                                              ========                             ========


                                                                                           XO GROUP INC.

                                                                                   NON-GAAP RECONCILIATION TABLE

                                                                       For the Three Months Ended September 30, 2016 and 2015

                                                                             (In Thousands, Except for Per Share Data)

                                                                                            (Unaudited)


                                                                    Three Months Ended September 30,

                                                                      2016                                                                   2015
                                                                      ----                                                                   ----

                                      As Reported Adjustments     Non GAAP                        As Reported   Adjustments          Non GAAP


    Net revenue                                       $36,731                 $                -                                       $36,731                           $34,706         $ - $34,706

    Cost of revenue                         1,788               -                                        1,788                            2,050               -                    2,050

    Operating expenses

    Product and content development        11,729               -                                       11,729                            9,901               -                    9,901

    Sales and marketing                    13,098               -                                       13,098                           10,679               -                   10,679

    General and administrative              5,501               -                                        5,501                            5,955               -                    5,955

    Depreciation and amortization           1,580               -                                        1,580                            1,361               -                    1,361
                                            -----             ---                                        -----                            -----             ---                    -----

    Total operating expenses               31,908               -                                       31,908                           27,896               -                   27,896


    Income from operations                  3,035               -                                        3,035                            4,760               -                    4,760


    Interest and other                         48               -                                           48                            (173)              -                    (173)
    income/(expense), net

    Loss in equity interest                  (29)              -                                         (29)                             (3)              -                      (3)

    Income tax expense                      1,146                                          1,146                               1,718                     -                  1,718
                                            -----                                          -----                               -----                   ---                  -----

    Net income                                         $1,908                 $                -                                        $1,908                            $2,866         $ -  $2,866

    Net income per share - diluted                      $0.07                 $                -                                         $0.07                             $0.11         $ -   $0.11

    Weighted average number of shares      25,727                                         25,727                              25,449                              25,449
    outstanding - diluted


                                                                    Three Months Ended September 30,

                                                                      2016                                                                   2015
                                                                      ----                                                                   ----

                                      As Reported Adjustments     Non GAAP                        As Reported   Adjustments          Non GAAP

    Income from operations                             $3,035                 $                -                                        $3,035                            $4,760         $ -  $4,760

    Depreciation and amortization (c)       1,580               -                                        1,580                            1,361               -                    1,361

    Stock-based compensation (d)            2,157               -                                        2,157                            1,135               -                    1,135
                                            -----             ---                                        -----                            -----             ---                    -----

    Adjusted EBITDA                                    $6,772                 $                -                                        $6,772                            $7,256         $ -  $7,256


                                                                     Free Cash Flow Reconciliation


                                                                    Three Months Ended September 30,

                                                                      2016                                                                   2015
                                                                      ----                                                                   ----

    Net cash provided by operating                                                       $7,455                                                                 $4,114
    activities

    Less: capital expenditures                                         (1,061)                                                                    (741)
                                                                        ------

    Free cash flow                                                                       $6,394                                                                 $3,373


                                                                                                    XO GROUP INC.

                                                                                            NON-GAAP RECONCILIATION TABLE

                                                                                For the Nine Months Ended September 30, 2016 and 2015

                                                                                      (In Thousands, Except for Per Share Data)

                                                                                                     (Unaudited)


                                                                          Nine Months Ended September 30,

                                                                      2016                                                                            2015
                                                                      ----                                                                            ----

                                      As Reported Adjustments       Non GAAP                             As Reported   Adjustments           Non GAAP


    Net revenue                                      $111,108                 $                       -                                        $111,108                             $103,498           $     - $103,498

    Cost of revenue                         6,154                 -                                             6,154                              7,551               -                       7,551

    Operating expenses

    Product and content development        33,503                 -                                            33,503                             29,300            (11)            (a)       29,289

    Sales and marketing                    36,325                 -                                            36,325                             31,683           (265)            (a)       31,418

    General and administrative             17,531                 -                                            17,531                             18,116           (158)            (a)       17,958

    Depreciation and amortization           4,815                 -                                             4,815                              4,027               -                       4,027
                                            -----               ---                                             -----                              -----             ---                       -----

    Total operating expenses               92,174                 -                                            92,174                             83,126           (434)                      82,692


    Income from operations                 12,780                 -                                            12,780                             12,821             434                       13,255


    Interest and other                         29                 -                                                29                              (209)              -                       (209)
    income/(expense), net

    Loss in equity interest                 (210)                -                                             (210)                              (51)              -                        (51)

    Income tax expense                      3,901             1,128                (b)                           5,029                              4,939             171             (b)        5,110
                                            -----             -----                ---                           -----                              -----             ---             ---        -----

    Net income                                         $8,698                                  $(1,128)                                          $7,570                               $7,622              $263    $7,885

    Net income per share - diluted                      $0.34                                   $(0.05)                                           $0.29                                $0.30             $0.01     $0.31

    Weighted average number of shares      25,675                                                25,675                               25,161                                 25,161
    outstanding - diluted


                                                                          Nine Months Ended September 30,

                                                                      2016                                                                            2015
                                                                      ----                                                                            ----

                                      As Reported Adjustments       Non GAAP                             As Reported   Adjustments           Non GAAP

    Income from operations                            $12,780                 $                       -                                         $12,780                              $12,821              $434   $13,255

    Depreciation and amortization (c)       4,815                 -                                             4,815                              4,027               -                       4,027

    Stock-based compensation (d)            5,801                 -                                             5,801                              4,252               -                       4,252
                                            -----               ---                                             -----                              -----             ---                       -----

    Adjusted EBITDA                                   $23,396                 $                       -                                         $23,396                              $21,100              $434   $21,534


                                                                           Free Cash Flow Reconciliation


                                                                          Nine Months Ended September 30,

                                                                      2016                                                                            2015
                                                                      ----                                                                            ----

    Net cash provided by operating                                                             $20,088                                                                    $11,559
    activities

    Less: capital expenditures                                         (3,047)                                                                             (2,777)
                                                                        ------

    Free cash flow                                                                             $17,041                                                                     $8,782


    (a)              Costs impacting comparability
                     included in operating expenses in
                     the condensed consolidated
                     statements of operations for the
                     nine months ended September 30,
                     2015 included costs related to the
                     closure of our merchandise
                     operations in Redding, CA.

    (b)              Adjusted income tax expense was
                     calculated using an effective tax
                     rate of  37.5% and 39.9%,
                     respectively, for the three and
                     nine months ended September 30,
                     2016 and  37.5% and 39.3%,
                     respectively, for the three and
                     nine months ended September 30,
                     2015.  The effective tax rate for
                     the nine months ended September
                     30, 2016 and September 30, 2015
                     excludes discrete items, including
                     a one-time 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.

    (c)              To eliminate depreciation and
                     amortization expense.

    (d)              To eliminate stock-based
                     compensation expense.



                                               XO GROUP INC.

                                    SUPPLEMENTAL DATA TABLES (UNAUDITED)

                                                (Unaudited)


    TheKnot.com
     Local Online                                             Q3 2016         Q3 2015
    Advertising Metrics

    Vendor
     Count(a)                                                          23,959         24,118

    Retention
     Rate(a);(b)                                                        68.6%         74.7%
                                                                         ----           ----

    Avg. Revenue/
     Vendor(a)                                                         $2,738         $2,582
    -------------                                                      ------         ------


         (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 nine months ended September 30, 2016 and 2015, as follows:



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

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

                                                  (Amounts in Thousands)

    Product and content development   708                            174                    1,669  1,271

    Sales and marketing               339                            289                    1,227  1,012

    General and administrative      1,110                            672                    2,905  1,969
                                    -----                            ---                    -----  -----

    Total stock-based compensation  2,157                          1,135                    5,801  4,252

Conference Call and Replay Information

XO Group Inc. will host a conference call with investors at 4:30 p.m. ET on Wednesday November 2, 2016, to discuss its third quarter 2016 financial results. Participants should dial (866) 393-4306 and use Conference ID# 3085819 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 and marketplace, The Bump, the definitive voice for millennial parents and parents-to-be, and The Nest, the go-to guide for 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 income from operations adjusted to
        exclude, if applicable: (1) depreciation and amortization, (2)
        stock-based compensation expense, (3) asset impairment charges, and (4)
        other items affecting comparability during the period.


    --  Adjusted net income represents GAAP net income, 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, 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 and net income 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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