The Reader’s Digest puts itself up for sale

The Wall Street Journal is reporting that The Reader’s Digest Association has put itself up for sale and hopes to fetch around $1bn, “according to people familiar with the matter”. The Reader’s Digest Association has refused to comment. The process may result in the sale or spinoff of some Reader’s Digest properties rather than the sale of the entire company, two of the people told the newspaper.

The Readers Digest has been loss-making sine 2005. In 2007, an investment group led by private-equity firm Ripplewood Holdings bought The Reader’s Digest Association in a deal worth $1.6bn. However, they loaded the company with debt and the company struggled to pay the interest charges. In 2009 The Readers Digest Association filed for bankruptcy. Ripplewood gave up its ownership of the company loosing their initial £600m investment. The creditors, led by JP Morgan took ownership and replaced the $2.2bn of debt with a much more manageable $550m.

During the process, Reader’s Digest UK was placed in administration, because of complications with its pension fund. In 2010 private equity firm Better Capital bought Reader’s Digest UK from administration for £13m.

The Reader’s Digest Association was founded in 1922, by DeWitt Wallace and Lila Bell Wallace. For many years, Reader’s Digest was the best-selling consumer magazine in the United States. In 2009 they were overtaken by Better Homes and Gardens. Global editions of Reader’s Digest reach an additional 40 million people in more than 70 countries, with 50 editions in 21 languages. It has a global circulation of 17 million, making it the largest paid circulation magazine in the world.

USA, New York

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TripAdvisor acquires Where I’ve Been

TripAdvisor has acquired Where I’ve Been, a leading travel website and social platform with a detailed interactive world map that lets users share where they’ve been, lived, and want to go. Where I’ve Been is based in Chicago, Illinois and was founded by Michael Dalesandro and Craig Ulliott. Terms of the deal were not disclosed

Where I’ve Been allows users to share their world map on social networks and interact with like-minded users. Its Facebook application has allowed 10 million people to create color coded travel maps, “pinning off” close to half a billion places. Members can also upload stories and photos, source the community for answers to travel questions, and browse the “Travel Guide” which displays socially relevant information first. This acquisition underscores TripAdvisor’s continued focus and growth in social travel.

The entire product team at Where I’ve Been will join TripAdvisor.

USA, Newton, MA & Chicago, IL

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Yell to acquire multi-store ecommerce business Znode

Yell Group plc has agreed to acquire privately-owned multi-store ecommerce business Znode.

Znode’s technology will serve as Yell’s ecommerce platform, an important element of Yell’s new strategy to connect small businesses with consumers on a local level.  Znode will be incorporated into Yell Group as part of its new consumer division, Yell Connect.

Znode was founded in 2007 in Columbus, Ohio, and will continue operations there, serving as the development base for Yell’s ecommerce capabilities. Znode founders Vish Vishwanathan and David Chu will serve as Executive Vice President & General Manager – Yell Connect, and Senior Vice President of Technology – Yell Connect.

Mike Pocock, Chief Executive Officer of Yell Group said: “The Znode team and their innovative technology provide Yell with a platform for our digital business and enable us to provide ecommerce solutions to small businesses, connecting them more efficiently with their local consumers.  Their talented workforce and technological capabilities are a great addition to Yell as we move forward into new digital marketplace opportunities.”

Znode’s platform enables businesses to significantly expand their online footprint using innovative multi-store and online franchising strategies. Znode supports customers across a broad range of industries from technology hardware manufacturing to online payment processing.

Yell will offer these digital services to its current base of 1.3 million small and medium enterprise customers globally, using its 6,400 strong sales force, as well as to new customers looking for scalable cloud-based online stores.

UK, Reading, Berkshire & USA, Columbus, Ohio

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Berkery Noyes releases its Half Year M&A Trends Report for the Online & Mobile Industry

Berkery Noyes has released its Half Year Mergers and Acquisitions Trends Report for the Online & Mobile Industry.

The report analyses merger and acquisition activity in the segment across 1st Half 2011 and compares it with activity for the four previous sixth-month periods from 2009-2010.

According to Berkery Noyes research, the Online & Mobile Industry’s robust growth over the past two and a half years continued across the last six months. Total volume in 1st Half 2011 increased by 23 percent over the previous six-month period, from 643 transactions to 788. Total transaction value increased even more significantly, climbing from $28.5 billion in 2nd Half 2010 to$43.3 billion in 1st Half 2011, a 52 percent jump.

Price multiples rose in step with this increasing activity, with 1st Half 2011 Online & Mobile transactions commanding a median EBITDA multiple of 15.3 and a revenue multiple of 2.1. Both of these numbers represent 30-month highs for the segment.

Google, Inc. remained acquisitive in the sector, purchasing 11 companies over the first half of the year, bringing its two-and-a-half year total to 39. The firm’s most recent purchases represented a wide range of companies and technologies in the Online & Mobile sector, including social network analytics, search engines, and messaging services.

The largest transaction during 1st Half 2011 was Microsoft Corporation’s announced acquisition of Skype Technologies SA from an investor group led by Silver Lake Partners for $9.08 billion.

A copy of the First Half 2011 Online & Mobile Services Industry M&A Report is available at the Berkery Noyes website.

USA, New York

Google announces Q1 financial results

Google Inc. has announced financial results for the quarter ended March 31, 2011.

The announcement follows below.

Q1 Financial Summary

Google reported revenues of $8.58 billion for the quarter ended March 31, 2011, an increase of 27% compared to the first quarter of 2010. Google reports its revenues, consistent with GAAP, on a gross basis without deducting traffic acquisition costs (TAC). In the first quarter of 2011, TAC totaled $2.04 billion, or 25% of advertising revenues.

Google reports operating income, operating margin, net income, and earnings per share (EPS) on a GAAP and non-GAAP basis. The non-GAAP measures, as well as free cash flow, an alternative non-GAAP measure of liquidity, are described below and are reconciled to the corresponding GAAP measures in the accompanying financial tables.

  • GAAP operating income in the first quarter of 2011 was $2.30 billion, or 27% of revenues [updated from $2.80 billion, or 33% of revenues]. This compares to GAAP operating income of $2.49 billion, or 37% of revenues, in the first quarter of 2010. Non-GAAP operating income in the first quarter of 2011 was $3.23 billion, or 38% of revenues. This compares to non-GAAP operating income of $2.78 billion, or 41% of revenues, in the first quarter of 2010.
  • GAAP net income in the first quarter of 2011 was $1.80 billion [updated from $2.30 billion], compared to $1.96 billion in the first quarter of 2010. Non-GAAP net income in the first quarter of 2011 was $2.64 billion, compared to $2.18 billion in the first quarter of 2010.
  • GAAP EPS in the first quarter of 2011 was $5.51 [updated from $7.04] on 326 million diluted shares outstanding, compared to $6.06 in the first quarter of 2010 on 323 million diluted shares outstanding. Non-GAAP EPS in the first quarter of 2011 was $8.08, compared to $6.76 in the first quarter of 2010.
  • Non-GAAP operating income and non-GAAP operating margin exclude the expenses related to stock-based compensation (SBC), and in the first quarter of 2011, the charge related to potential resolution of Department of Justice investigation. Non-GAAP net income and non-GAAP EPS exclude the expenses related to SBC and the charge related to potential resolution of Department of Justice investigation, and the related tax benefits. In the first quarter of 2011, the charge related to SBC was $432 million, compared to $291 million in the first quarter of 2010. The tax benefit related to SBC was $92 million in the first quarter of 2011 and $65 million in the first quarter of 2010. The charge related to potential resolution of Department of Justice investigation was $500 million. We recognized no tax benefit for the charge related to potential resolution of Department of Justice investigation.

Q1 Financial Highlights

Revenues – Google reported revenues of $8.58 billion in the first quarter of 2011, representing a 27% increase over first quarter 2010 revenues of $6.77 billion. Google reports its revenues, consistent with GAAP, on a gross basis without deducting TAC.

Google Sites Revenues – Google-owned sites generated revenues of $5.88 billion, or 69% of total revenues, in the first quarter of 2011. This represents a 32% increase over first quarter 2010 revenues of $4.44 billion.

Google Network Revenues – Google’s partner sites generated revenues, through AdSense programs, of $2.43 billion, or 28% of total revenues, in the first quarter of 2011. This represents a 19% increase from first quarter 2010 network revenues of $2.04 billion.

International Revenues – Revenues from outside of the United States totaled $4.57 billion, representing 53% of total revenues in the first quarter of 2011, compared to 52% in the fourth quarter of 2010 and 53% in the first quarter of 2010. Excluding gains related to our foreign exchange risk management program, had foreign exchange rates remained constant from the fourth quarter of 2010 through the first quarter of 2011, our revenues in the first quarter of 2011 would have been $19 million lower. Excluding gains related to our foreign exchange risk management program, had foreign exchange rates remained constant from the first quarter of 2010 through the first quarter of 2011, our revenues in the first quarter of 2011 would have been $23 million lower.

  • Revenues from the United Kingdom totaled $969 million, representing 11% of revenues in the first quarter of 2011, compared to 13% in the first quarter of 2010.
  • In the first quarter of 2011, we recognized a benefit of $14 million to revenues through our foreign exchange risk management program, compared to a benefit of $10 million in the first quarter of 2010.

Paid Clicks – Aggregate paid clicks, which include clicks related to ads served on Google sites and the sites of our AdSense partners, increased approximately 18% over the first quarter of 2010 and increased approximately 4% over the fourth quarter of 2010.

Cost-Per-Click – Average cost-per-click, which includes clicks related to ads served on Google sites and the sites of our AdSense partners, increased approximately 8% over the first quarter of 2010 and decreased approximately 1% over the fourth quarter of 2010.

TAC – Traffic Acquisition Costs, the portion of revenues shared with Google’s partners, increased to $2.04 billion in the first quarter of 2011, compared to TAC of $1.71 billion in the first quarter of 2010. TAC as a percentage of advertising revenues was 25% in the first quarter of 2011, compared to 26% in the first quarter of 2010.

The majority of TAC is related to amounts ultimately paid to our AdSense partners, which totaled $1.70 billion in the first quarter of 2011. TAC also includes amounts ultimately paid to certain distribution partners and others who direct traffic to our website, which totaled $337 million in the first quarter of 2011.

Other Cost of Revenues – Other cost of revenues, which is comprised primarily of data center operational expenses, amortization of intangible assets, content acquisition costs as well as credit card processing charges, increased to $897 million, or 10% of revenues, in the first quarter of 2011, compared to $741 million, or 11% of revenues, in the first quarter of 2010.

Operating Expenses – Operating expenses, other than cost of revenues, were $3.34 billion [updated from $2.84 billion] in the first quarter of 2011, or 39% of revenues [updated from 33% of revenues], compared to $1.84 billion in the first quarter of 2010, or 27% of revenues.

SBC – In the first quarter of 2011, the total charge related to SBC was $432 million, compared to $291 million in the first quarter of 2010.

We currently estimate SBC charges for grants to employees prior to April 1, 2011 to be approximately $1.7 billion for 2011. This estimate does not include expenses to be recognized related to employee stock awards that are granted after March 31, 2011 or non-employee stock awards that have been or may be granted.

Operating Income – – GAAP operating income in the first quarter of 2011 was $2.30 billion, or 27% of revenues [updated from $2.80 billion, or 33% of revenues]. This compares to GAAP operating income of $2.49 billion, or 37% of revenues, in the first quarter of 2010. Non-GAAP operating income in the first quarter of 2011 was $3.23 billion, or 38% of revenues. This compares to non-GAAP operating income of $2.78 billion, or 41% of revenues, in the first quarter of 2010.

Interest and Other Income, Net – Interest and other income, net increased to $96 million in the first quarter of 2011, compared to $18 million in the first quarter of 2010.

Income Taxes – Our effective tax rate was 25% [updated from 21%] for the first quarter of 2011.

Net Income – GAAP net income in the first quarter of 2011 was $1.80 billion [updated from $2.30 billion], compared to $1.96 billion in the first quarter of 2010. Non-GAAP net income in the first quarter of 2011was $2.64 billion, compared to $2.18 billion in the first quarter of 2010. GAAP EPS in the first quarter of 2011 was $5.51 [updated from $7.04] on 326 million diluted shares outstanding, compared to $6.06 in the first quarter of 2010 on 323 million diluted shares outstanding. Non-GAAP EPS in the first quarter of 2011 was $8.08, compared to $6.76 in the first quarter of 2010.

Cash Flow and Capital Expenditures – Net cash provided by operating activities in the first quarter of 2011 totaled $3.17 billion, compared to $2.58 billion in the first quarter of 2010. In the first quarter of 2011, capital expenditures were $890 million, the majority of which was related to IT infrastructure investments, including data centers, servers, and networking equipment. Free cash flow, an alternative non-GAAP measure of liquidity, is defined as net cash provided by operating activities less capital expenditures. In the first quarter of 2011, free cash flow was $2.28 billion.

We expect to continue to make significant capital expenditures.

A reconciliation of free cash flow to net cash provided by operating activities, the GAAP measure of liquidity, is included at the end of this release.

Cash – As of March 31, 2011, cash, cash equivalents, and marketable securities were $36.7 billion.

Headcount – On a worldwide basis, Google employed 26,316 full-time employees as of March 31, 2011, up from 24,400 full-time employees as of December 31, 2010.

USA, Mountain View, CA

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Centaur Media plc reports profits at top end of expectations

Centaur Media plc, the business information and events group, has issued a pre-close trading statement for the financial year ended 30 June 2011.  The Group expects to report profits at the top end of the Board’s expectations, with reported revenues 14% ahead of the prior year and EBITDA margins increased from 11% to 14%. Underlying FY11 revenues, excluding the impact of acquisitions and adjusting for the phasing of exhibitions, are 10% ahead.

Trading

Digital advertising revenues continued to show stronger growth than print, with H2 revenues 21% ahead of the same period last year. Print advertising revenues grew by 7% in H2. Total advertising revenues, on both a reported and underlying basis, grew by 14% year on year.

Total reported paid for content revenues grew by 7% in H2, with Perfect Information increasing its digital revenues by 8% over the same period. Underlying total paid for content revenues are only marginally up year on year reflecting continuing weakness across the consumer publishing titles.

Events revenues continue to show steady growth, with reported H2 revenues 20% ahead of the same period last year. Underlying year on year revenue growth across the events portfolio was 13%.  Marketing Week Live reported record visitor numbers and revenues 26% ahead of last year. Forward bookings across the Group’s exhibitions portfolio are showing strong growth compared to the same time last year.

Impact of the restructuring

As recently reported on Fusion DigiNet, the Group has restructured into three operating divisions, the senior management team is being strengthened, operations within Business Publishing are being rationalised and a number of non-core assets have been targeted for disposal.

The Group anticipates that the annualised cost savings related to these initiatives will exceed £1.5m with an associated exceptional cash charge in FY11, principally related to redundancy costs, of approximately £2.5m. There will also be a significant non-cash impairment charge in relation to the write down of assets affected by the restructuring. The restructuring will have no impact on the Group’s underlying performance for the year to 30 June 2011.

The rationalisation of Business Publishing and disposal of non-core assets will reduce pro-forma FY11 revenues by approximately £7m. These assets made a small profit contribution to the Group in FY11.

The restructuring is designed to enable the Group to focus in the short and medium term on a portfolio of higher growth and higher margin assets.

The Group is targeting EBITDA margins of 20% within the next 12-18 months, driven by the further investment across new products and digital platforms within the new operational structure and benefiting from the cost saving and rationalisation initiatives announced on 28 June.

Reporting segments

As a consequence of the restructure of the business into three main operating divisions: Business Publishing, Business Information and Exhibitions, the Group will be adopting a new segmental reporting structure in the FY11 preliminary results that reflects the way the business is now managed.

Cash flow and balance sheet

The Group continues to maintain a strong balance sheet, with high levels of cash generation in the second half of the year.   After taking into account the cash outflow related to the FEM acquisition announced in April 2011, the Group will report net cash at 30 June 2011 of approximately £2m.

The Group has an existing credit facility with The Royal Bank of Scotland, which has been recently increased from £5m to £8m and extended to October 2012. In addition to providing adequate headroom for the Group’s working capital requirements, the increase in the facility will provide additional capacity to finance bolt on acquisitions.

The Group expects to publish its full year results on 15 September 2011.

Geoff Wilmot, Chief Executive, commented

“The last quarter of the year, which is normally our strongest, ended at the top end of our expectations.  The improved trading conditions experienced in FY11 have continued into the current financial year. The recently announced restructuring and rationalisation, our portfolio of market leading brands and our strengthened management team, will enable Centaur to benefit more rapidly from continuing recovery and from the recent investments in digital services.  This will provide a robust platform from which to deliver accelerated revenue growth and margin improvement in the medium term.”

UK, London

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Diversified Global Holdings Group acquires a majority stake in online marketing Firm Miralab

Diversified Global Holdings Group has completed the acquisition of a 51% majority ownership stake in internet marketing business Miralab.

Miralab was founded in 2008 under the name Promium.ru and is headquartered in Moscow. Miralab provides SEO, SEM and web analytics.

Under the terms of the agreement DGHG will be partnered with RBS Corporation who purchased a 30% stake in Miralab in the second quarter of 2011. RBS was founded in 2004 and is an internet marketing company with over 8 million users, approximately $200 million in annual revenues and 370 employees. Prior management of Miralab retained 19% ownership.

“This acquisition brings long term value to DGHG as an accretive acquisition but we also expect to see an immediate effect on our business consulting services segment as we can now provide companies with greater access to the Russian markets,” said Richard Lloyd, CEO of Diversified Global Holdings Group.

DGHG and RBS intend to quickly expand into the Social Media Marketing sector. The group also projects that Miralab’s revenues will increase approximately 68% in 2012 due to the execution of several new contracts including one recently signed with Panasonic. Miralab currently serves 50 customers.

USA, Orlando, FL & Russia, Moscow

 

EnerNOC has acquired Australian demand response provider Energy Response

EnerNOC, Inc. a leading provider of demand response applications and services, at it has acquired Energy Response Pty Ltd, the largest demand response provider in Australia and New Zealand. This acquisition significantly strengthens EnerNOC’s presence in Western Australia’s Wholesale Electricity Market, where EnerNOC now has the opportunity to deliver 240 megawatts of demand response capacity in the 2012/2013 delivery year, up from its initial position of 100 megawatts. The acquisition also marks EnerNOC’s entry into Eastern Australia’s National Electricity Market and the New Zealand Electricity Market, where favorable opportunities for demand response and energy efficiency are emerging.

Michael Zammit, Managing Director of Energy Response, moves into a new role leading Market Development for EnerNOC’s operations in Australia and New Zealand.

“The electricity markets in Australia and New Zealand present tremendous opportunities for EnerNOC and Energy Response to join forces to provide a broad range of demand-side resources,” said Tim Healy, Chairman and CEO of EnerNOC. “Energy Response shares our strong commitment to engaging electricity users to promote cost-effective, clean energy management solutions, and we look forward to delivering these solutions in markets where they are highly valued.”

Energy Response is active in capacity, energy, and ancillary services markets and has established the largest network of commercial, institutional, and industrial demand response providers across Australia and New Zealand. “Demand response provides a valuable service to electricity users and utilities at a fraction of the cost of traditional supply-side measures,” said Ross Fraser, Founder and Chairman of Energy Response. “That is why Energy Response is committed to providing the most advanced range of demand-side resources available, and it is also why we have worked so diligently to integrate these resources into electricity markets in Australia and New Zealand.”

“As Australia and New Zealand move toward a lower-carbon energy future, solutions like demand response, carbon management, and data-driven energy efficiency will become even more important, both to electricity users and the nations’ electricity grids,” said David Brewster, President of EnerNOC. “Our applications are built to serve utilities, grid operators, and electricity users across the globe. With Energy Response, we are very excited about expanding our capabilities to deliver these solutions in Australia and New Zealand.”

EnerNOC anticipates this acquisition to be dilutive to earnings in 2011 and 2012, and accretive beginning in 2013. EnerNOC will provide additional details on its financial outlook and this transaction as part of its upcoming second quarter 2011 financial results conference call.

USA, Boston, MA & Australia, Melbourne

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Dennis Publishing acquires Women’s Fitness magazine

Dennis Publishing has acquired Women’s Fitnessmagazine. Terms of the deal were not disclosed.

Women’s Fitness has an audited ABC circulation of 36,022 (July-Dec 2010) and was launched in 2002 . The title is aimed at women who enjoy exercise and want to stay fit as part of a healthy lifestyle.  Ideal for all fitness levels, the title provides workouts, training tips and nutrition plans for its readers. Women’s Fitness also has a website (womensfitness.co.uk) and a growing presence in the app store.

The title will sit alongside Health & Fitness magazine which will continue to cover the areas of health and lifestyle in addition to its regular fitness coverage.

Previously owned by Vitality Publishing, the move will see the team of five editorial and two sales staff relocate to the Dennis Publishing London HQ within the month. The magazine will initially be published by Divisional MD, James Burnay.

James Tye, CEO at Dennis Publishing said, “The acquisition of Women’s Fitness underlines Dennis’ strength in the fitness market.  As a brand,Women’s Fitness has already proved to be a successful newsstand brand but we know we can increase the brand’s reach in print and digital formats, both in the UK and overseas.”

UK, London

Twitter acquires social analytics platform BackType

Twitter has acquired social analytics platform BackType. Terms of the deal were not disclosed.

BackType was founded in 2008 by Christopher Golda and Michael Montano. It received $15K in seed funding from Y Combinator at that time. BackType raised a further$300K from True Ventures in 2009. Then $1M from a group of investors this year including True Ventures, K9 Ventures, Auren Hoffman, 500 Startups, Sachin Agarwal, Freestyle Capital, Lowercase Capital, Founder Collective, Auren Hoffman, 500 Startups, Sachin Agarwal

The announcement was made on the BackType blog.

“We’re thrilled to announce that BackType has been acquired by Twitter! We’ll be bringing our team and technology to Twitter’s platform team, where our focus will be developing tools for Twitter’s publisher partners. Our vision at BackType has always been to help our customers understand the value of engagement on Twitter and other social platforms. We also created BackTweets to help publishers understand the reach of their tweets and content, who they are reaching, and how Tweets covert to web traffic, sales and other KPIs.”

Read the full Blog posting here

 

USA, San Francisco

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