NEW YORK, March 13, 2014 /PRNewswire/ -- XO Group Inc. (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 fourth quarter and year ended December 31, 2013.

XO Group also announced it has named Michael Steib, currently President, as its new Chief Executive Officer and has appointed him to the Board of Directors. Co-Founder David Liu will continue guiding overall Company direction as Chairman of the Board, including intensifying his focus on driving the Company's business in China.

"Over the last 17 years, we have built some of the top brands in the industry," said David Liu, Co-Founder and Chairman of XO Group. "The power of those brands to help people make lifestage decisions remains unchanged. However, our consumers now view mobile as their first choice for both content and engagement. Hiring Mike and empowering him to transform our businesses and build on our brands was a key first step. I am confident he has the skills and passion to guide XO Group and lead the industry into a more connected future."

"Our goal at XO is to build a brand- and mobile-driven marketplace for lifestage decisions," said Michael Steib, President and Chief Executive Officer, XO Group. "As a result, in late 2013 we began making critical investments in technology and talent in order to give our consumers even greater real-time, on-the-go access to trusted brands and vendors - and to build the back-end systems that make that access more valuable to advertisers and business partners."

Added Steib: "It's an honor to lead XO into this next exciting phase of its development."

Overview of Recent Strategic Initiatives

Since joining the Company, Mr. Steib has worked closely with Mr. Liu to sharpen XO Group's focus on building out its network of branded sites, vendors and advertisers so that they can better serve the thousands of individual consumer touchpoints that take place as on-the-go brides, couples and families seek advice and assistance.

On this front, in recent months, the Company hired several new senior-level executives, under the leadership of Mr. Steib, including Gillian Munson as Chief Financial Officer; Jennifer Garrett as EVP, National Enterprise Sales; and Katherine Wu Brady as EVP, E-Commerce and Registry. These appointments stack the leadership team with the skills and expertise necessary to further the Company's technological transformation.

Also under the direction of Mr. Steib, the Company added significant product and engineering expertise during the quarter focused heavily on mobile development. These strategic investments also resulted in higher product and content expenses, and included management transition expenses, all contributing to year-over-year increases in operating expenses.

"Our results highlight a strategic allocation of our capital towards internal investment that we believe will generate long term opportunities and returns for our company and our shareholders," said Gillian Munson, Chief Financial Officer.

Full Year 2013 Highlights:


    --  Full year consolidated revenue was $133.8 million, a 3.6% year over year
        improvement.
        --  Local online revenue increased 9.1%.
        --  Registry services revenue increased 27.2% in 2013.
    --  Gross profit was $111.4 million a 4.6% improvement from the prior year.
        Gross margin was 83.3% compared to 82.5% for 2012.
    --  Net income for the full year 2013 was $5.8 million, down 33.0% from the
        prior year, reflecting the Company's investment in future growth
        initiatives.
    --  Full year diluted earnings per share (EPS) were $0.23, down $0.12 from
        full year 2012 diluted EPS.
    --  Adjusted EBITDA for 2013 was $26.7 million, which compares to $25.5
        million for full year 2012.
    --  Cash flow from operations for the full year was $22.2 million.
    --  Capital expenditures for the full year were $6.0 million.
    --  Free cash flow for the full year of 2013 was $16.3 million, driving a
        $13.3 million increase in our overall cash balance to $90.7 million.

Fourth Quarter 2013 Operating Results:

Total revenue for the fourth quarter of 2013 totaled $32.6 million, an increase of 1.3%, compared with $32.2 million in the fourth quarter of 2012.


    --  Total online advertising revenue was $20.1 million, a 1.2% increase from
        the comparable quarter in the prior year. Local online advertising grew
        by 7.1%, while national online advertising was down by 9.6%.
    --  Registry services revenue increased by 32.1% to $1.6 million for the
        fourth quarter of 2013.
    --  E-commerce revenue was $3.0 million, down 4.4% compared to the prior
        year.
    --  Publishing and Other revenues were down 0.9% from the prior year due to
        a decrease in tradeshow revenue, partially offset by increased
        advertising revenue.

Consolidated gross profit improved 2.3% year over year to $27.1 million for the fourth quarter primarily due to a mix shift to advertising and registry services revenue.

Operating expenses for the fourth quarter of 2013 were $29.1 million, an increase of 36.1% from the fourth quarter of 2012, driven by increases of $2.8 million in product and content development, $2.8 million in general and administrative expenses and $1.4 million related to impairment of tradenames. The increase in product and content was driven by increased personnel expenses, related to our product and mobile investments. The increase in general and administrative expense was primarily due to executive transition charges and foreign value added tax, interest and penalties.

Ijie.com incurred operating losses of $2.0 million and $5.0 million, respectively, for the three months and twelve months ended December 31, 2013.

Net loss and net loss per share on a GAAP basis for the fourth quarter of 2013 were $3.1 million and ($0.12) respectively, compared to net income of $3.1 million and net income per diluted share of $0.13 for the fourth quarter of 2012. Excluding severance charges related to executive management changes, impairment charges and incremental foreign tax expenses, adjusted net income per diluted share for the fourth quarter of 2013 was $0.02 compared to $0.13 for the fourth quarter of 2012.

Cash and cash equivalents were $90.7 million at the end of 2013, a 17.2% increase compared to 2012.

Capital expenditures for the fourth quarter of 2013 were $1.3 million.


                                                                    
                             XO GROUP INC.
                                                                    
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                    
           (Amounts in Thousands, Except for Per Share Data)
                                                                    
                              (unaudited)
                                                                                                             
                                                                                  Three Months
                                                                                      Ended
                                                                                  December 31,
                                                                                               
                                                                       2013              2012
                                                                       ----              ----
                                                                                                                
    Net revenue:
                                                                                                                 
    National online sponsorship
     and advertising                                                           $6,341                    $7,017
                                                                                                        
    Local online sponsorship
     and advertising                                                 13,793                     12,884
                                                                     ------                     ------
                                                                                                        
      Total online sponsorship
       and advertising                                               20,134                     19,901
                                                                                                        
    Registry services                                                 1,553                      1,175
                                                                                                        
    Merchandise                                                       2,995                      3,131
                                                                                                        
    Publishing and other                                              7,903                      7,974
                                                                      -----                      -----
                                                                                                        
    Total net revenue                                                32,585                     32,181
                                                                                                                
    Cost of revenue:
                                                                                               
    Online sponsorship and
     advertising                                                        421               398
                                                                                               
    Merchandise                                                       2,107             2,211
                                                                                               
    Publishing and other                                              2,911             3,047
                                                                      -----             -----
                                                                                               
    Total cost of revenue                                             5,439             5,656
                                                                                               
                                                                                               
    Gross profit                                                     27,146            26,525
                                                                                               
                                                                                               
    Operating expenses:
                                                                                               
    Product and content
     development                                                      8,761             5,996
                                                                                               
    Sales and marketing                                              10,144             9,732
                                                                                               
    General and administrative                                        7,242             4,482
                                                                                               
    Long-lived asset
     impairment charge                                                1,430                __
                                                                                               
    Depreciation and
     amortization                                                     1,484             1,134
                                                                      -----             -----
                                                                                               
    Total operating expenses                                         29,061            21,344
                                                                                               
                                                                                               
    (Loss) Income from
     operations                                                     (1,915)             5,181
                                                                                               
    Loss in equity interests                                        (1,842)               (26)
                                                                                               
    Interest and other income,
     net                                                                 74                41
                                                                        ---               ---
                                                                                               
    (Loss) Income before income
     taxes                                                          (3,683)             5,196
                                                                                               
    (Benefit) Provision for
     income taxes                                                      (615)            2,074
                                                                       ----             -----
                                                                                               
                                                                                                                 
    Net (loss) income                                                         $(3,068)                   $3,122
                                                                               ======                    ======
                                                                                                                
    Net (loss) income per
     share:
                                                                                                                 
    Basic                                                                      $(0.12)                    $0.13
                                                                               ======                     =====
                                                                                                                 
    Diluted                                                                    $(0.12)                    $0.13
                                                                               ======                     =====
                                                                                                                
    Weighted average number of
     shares used in calculating
     net (loss) income per
     share:
                                                                                                        
    Basic                                                            24,704                     24,311
                                                                     ======                     ======
                                                                                                        
    Diluted                                                          24,704                     24,892
                                                                     ======                     ======



                                                                              
                                  XO GROUP INC.
                                                                              
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                              
                (Amounts in Thousands, Except for Per Share Data)
                                                                              
                                   (unaudited)
                                                                                                                   
                                                                                                                   
                                                                                          Twelve Months
                                                                                         Ended December
                                                                                                    31,
                                                                                                         
                                                                                 2013              2012
                                                                                 ----              ----
                                                                                                                      
    Net revenue:
                                                                                                                     
    National online sponsorship and
     advertising                                                                       $27,216              $26,561
                                                                                                         
    Local online sponsorship and
     advertising                                                               54,445            49,914
                                                                               ------            ------
                                                                                                         
      Total online sponsorship and
       advertising                                                             81,661            76,475
                                                                                                         
    Registry services                                                           7,926             6,231
                                                                                                         
    Merchandise                                                                18,406            21,359
                                                                                                         
    Publishing and other                                                       25,821            25,066
                                                                               ------            ------
                                                                                                         
    Total net revenue                                                         133,814           129,131
                                                                                                                      
    Cost of revenue:
                                                                                                         
    Online sponsorship and
     advertising                                                                1,927             1,741
                                                                                                         
    Merchandise                                                                11,296            12,454
                                                                                                         
    Publishing and other                                                        9,178             8,407
                                                                                -----             -----
                                                                                                         
    Total cost of revenue                                                      22,401            22,602
                                                                                                         
                                                                                                         
    Gross profit                                                              111,413           106,529
                                                                                                         
                                                                                                         
    Operating expenses:
                                                                                                         
    Product and content development                                            29,877            26,229
                                                                                                         
    Sales and marketing                                                        39,718            40,239
                                                                                                         
    General and administrative                                                 23,073            20,980
                                                                                                         
    Long-lived asset impairment
     charge                                                                     1,430               958
                                                                                                         
    Depreciation and amortization                                               4,808             3,874
                                                                                -----             -----
                                                                                                         
    Total operating expenses                                                   98,906            92,280
                                                                                                         
                                                                                                         
    Income from operations                                                     12,507            14,249
                                                                                                         
    Loss in equity interests                                                  (2,016)               (55)
                                                                                                         
    Interest and other income, net                                                144               113
                                                                                  ---               ---
                                                                                                         
    Income before income taxes                                                 10,635            14,307
                                                                                                         
    Provision for income taxes                                                  4,841             5,658
                                                                                -----             -----
                                                                                                                     
    Net income                                                                           5,794                8,649
                                                                                                                     
    Plus: net loss attributable to
     noncontrolling interest                                                                 -                   65
                                                                                           ---                  ---
                                                                                                                     
    Net income attributable to XO
     Group Inc.                                                                         $5,794               $8,714
                                                                                        ======               ======
                                                                                                                      
    Net income per share
     attributable to XO Group Inc.
     common stockholders:
                                                                                                                     
    Basic                                                                                $0.24                $0.35
                                                                                         =====                =====
                                                                                                                     
    Diluted                                                                              $0.23                $0.35
                                                                                         =====                =====
                                                                                                                      
    Weighted average number of
     shares used in calculating net
     income per share:
                                                                                                         
    Basic                                                                      24,620
                                                                                                         
                                                                                                 24,649
                                                                                                 ======
                                                                                                         
    Diluted                                                                    25,596
                                                                                                         
                                                                                                 25,218
                                                                                                 ======








                         XO GROUP INC.

             CONDENSED CONSOLIDATED BALANCE SHEETS

                    (Amounts in Thousands)

                          (unaudited)


                                          December 31,

                                         2013             2012
                                         ----             ----

                ASSETS

    Current assets:

    Cash and cash equivalents                   $90,697          $77,407

    Accounts receivable, net           11,838            14,960

    Inventories                         2,374            2,222

    Deferred production and
     marketing costs                      475              557

    Deferred tax assets, current
     portion                            2,782            2,857

    Prepaid expenses and other
     current assets                     5,993            2,452
                                        -----            -----

    Total current assets              114,159            100,455

    Long-term restricted cash           2,599            2,599

    Property and equipment, net        15,490            13,093

    Intangible assets, net              3,357            5,660

    Goodwill                           38,500            37,750

    Deferred tax assets                21,469            21,334

    Investment in equity interests      1,680            2,396

    Other assets                          495               67
                                          ---              ---

    Total assets                               $197,749         $183,354
                                                 ======           ======

        LIABILITIES AND EQUITY

    Current liabilities:

    Accounts payable and accrued
     expenses                                   $12,420          $11,448

    Deferred revenue                   14,864            14,710
                                       ------            ------

    Total current liabilities          27,284            26,158

    Deferred tax liabilities            4,507            2,791

    Deferred rent                       5,914            6,628

    Other liabilities                   4,154            3,270
                                        -----            -----

    Total liabilities                  41,859            38,847


    Stockholders' equity:

    Preferred stock                         -               -

    Common stock                          270              259

    Additional paid-in-capital        169,756            164,071

    Accumulated other
     comprehensive loss                  (204)            (97)

    Accumulated deficit               (13,932)            (19,726)
                                      -------            -------

    Total stockholders' equity        155,890            144,507

    Total liabilities and equity               $197,749         $183,354
                                                 ======           ======



                                                                           XO GROUP INC.

                                                       RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

                                                         (Amounts in Thousands, Except for Per Share Data)

                                                                            (unaudited)


                                                                                                              Three Months Ended      Twelve Months Ended

                                                                                                                December 31,         December 31,

                                                                                                                2013          2012     2013           2012
                                                                                                                ----          ----     ----           ----


    Net (loss) income attributable to XO Group Inc.                                                          ($3,068)       $3,122   $5,794         $8,714

    (Benefit) Provision for income taxes                                                                        (615)        2,074    4,841          5,658

    Depreciation and amortization                                                                              1,484         1,134    4,808          3,874

    Stock-based compensation expense                                                                           2,145           (46)   6,697          6,388

    Long-lived asset impairment charges                                                                        1,430             -    1,430            958

    Loss in equity interests                                                                                   1,842            26    2,016             55

    Interest and other income, net                                                                               (74)          (41)    (144)          (113)

    Net loss attributable to noncontrolling interest                                                               -             -        -            (65)

    Executive severance charges (a)                                                                              350             -      350              -

    Foreign VAT, interest and penalties (b)                                                                      930             -      930              -
                                                                                                                 ---           ---      ---            ---

    Adjusted EBITDA                                                                                           $4,424        $6,269  $26,722        $25,469

    Depreciation and amortization                                                                             (1,484)       (1,134)  (4,808)        (3,874)

    Stock-based compensation expense                                                                          (2,145)           46   (6,697)        (6,388)

    Loss in equity interests                                                                                  (1,842)          (26)  (2,016)           (55)

    Interest and other income, net                                                                                74            41      144            113

    Impairment of equity interest (c)                                                                          1,773             -    1,773              -
                                                                                                               -----           ---    -----            ---

    Adjusted income before income taxes                                                                          800         5,196   15,118         15,265

    Adjusted provision for income taxes (d)                                                                      328         2,052    6,198          6,030
                                                                                                                 ---         -----    -----          -----

    Adjusted net income                                                                                         $472        $3,144   $8,920         $9,235
                                                                                                                ====        ======   ======         ======


    Adjusted net income per diluted share                                                                      $0.02         $0.13    $0.35          $0.37
                                                                                                               =====         =====    =====          =====


    Diluted weighted average number of shares outstanding                                                     25,647        24,892   25,596         25,218


    Net cash provided by operating activities                                                                 $6,889        $6,956  $22,243        $25,373

    Less: Capital expenditures                                                                                (1,307)         (822)  (5,968)        (2,831)
                                                                                                              ------          ----   ------         ------

    Free cash flow                                                                                            $5,582        $6,134  $16,275        $22,542
                                                                                                              ======        ======  =======        =======



    (a) Incremental costs included
     in "General and
     administrative" expenses on
     the Condensed Consolidated
     Statements of Operations for
     the three and twelve months
     ended December 31, 2013
     include severance of $0.35
     million, representing the
     severance for a former
     executive of the Company.


    (b) Incremental costs included
     in "General and
     administrative" expenses on
     the Condensed Consolidated
     Statements of Operations for
     the three and twelve months
     ended December 31, 2013
     include foreign VAT, interest
     and penalties of $0.9
     million.


    (c) Impairment of an equity
     interest of $1.8 million is
     included in "Loss in equity
     interests" on the Condensed
     Consolidated Statements of
     Operations for the three and
     twelve months ended December
     31, 2013.


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



                               XO GROUP INC.

                          SUPPLEMENTAL DATA TABLES

                                (unaudited)

Local Online Advertising Metrics



                                        4Q 2013          4Q 2012
                                        -------          -------

    Profile Count                                30,562           29,161
    -------------                                ------           ------

    Vendor Count                                 22,755           22,122
    ------------                                 ------           ------

    Churn Rate                                     27.9%            30.2%
    ----------                                     ----             ----

    Avg. Revenue/Vendor                          $2,474           $2,351
    -------------------                          ------           ------

Stock Based Compensation



                                          Three Months     Twelve Months
                                              Ended            Ended
                                            December        December 31,
                                               31,

    ($000s)                               2013   2012    2013    2012
    ------                                ----   ----    ----    ----

    Product & content development         $680   $(50) $2,391  $2,084
    -----------------------------         ----   ----  ------  ------

    Sales & marketing                      412     49   1,591   2,036
    -----------------                      ---    ---   -----   -----

    General & administrative             1,053    (45)  2,715   2,268
    ------------------------             -----    ---   -----   -----

    Total stock-based compensation      $2,145   $(46) $6,697  $6,388
    ------------------------------      ------   ----  ------  ------

Conference Call and Replay Information

XO Group Inc. will host a conference call with investors at 4:30 p.m. ET on Thursday, March 13, 2014, to discuss its fourth quarter 2013 financial results. Participants should dial (866) 430-3457 and use Conference ID# 2198783 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 athttp://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 #2198783.

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 young women 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 #1 wedding brand, The Knot, and has grown to include The Nest, The Bump and Ijie.com. XO Group is recognized by the industry for being innovative in all media - from the web to social media and mobile, magazines and books, and video - and our groundbreaking social platforms have ignited passionate communities across the world. XO Group has leveraged its customer loyalty into successful businesses in online sponsorship and advertising, registry services, ecommerce 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 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) 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 incremental charges incurred in
        the period.
    --  Adjusted net income represents GAAP net income (loss), adjusted for
        incremental costs incurred in the current period, which may include: (1)
        impairment charges and asset write-offs, (2) executive severance and (3)
        non-recurring 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 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. In addition, Free cash flow provides management with useful information for managing the cash needs of our business. 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), 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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