Goldman Sachs Communacopia Conference September 20, 2012 Mel Tang Chief Financial Officer Demand Media, Inc. DISCLAIMER: THE MATERIAL SET FORTH IN THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS This presentation contains certain forward-looking statements. All statements other than statements of historical facts contained in this presentation, including statements regarding Demand Media, Inc.s (Demand Media or the Company) future results of operations and financial position, business strategy, plans and objectives for future operations, are forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described under the heading Risk Factors in the Companys periodic reports filed with the Securities and Exchange Commission (the SEC), which are incorporated herein by reference. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for Company management to predict all risks, nor can the Company assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events or results. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee that the future results, execution of its business strategy, as well as short term and long-term business operations, plans and objectives, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Except as required by law, the Company undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this presentation, to conform these statements to actual results or to changes in the Companys expectations.
The Company is publicly traded on the New York Stock Exchange under the ticker symbol DMD and is a registrant under the rules and regulations promulgated by the SEC. Before evaluating whether you should consider an investment in the Companys securities, you should read the Companys annual, quarterly and period reports filed with the SEC, including all of the disclosures set forth therein, including under the headings Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations. The Companys SEC filings can be found at www.sec.gov and ir.demandmedia.com.
2 Sept. 20, 2012 / Investor Presentation Forward Looking Statements We are a LEADING DIGITAL MEDIA COMPANY with two service offerings:
CONTENT & MEDIA, differentiated by an innovative data-driven approach to content creation and extensive distribution to a broad consumer audience
REGISTRAR, offering domain registration and other web services to businesses and consumers
3 Sept. 20, 2012 / Investor Presentation About Demand Media Innovative content publishing model: Listen, Create, Connect
14 th largest media property in the US* Reaching 122M people WW* Significant growth opportunities: Content partners, mobile and video
#1 wholesale registrar with 13.5M domains; New gTLD opportunity
7 Sept. 20, 2012 / Investor Presentation New Growth Drivers - Media Content artners V|deo Mob||e ! Subscription service business with attractive cash flow characteristics ! #1 wholesale registrar worldwide ! #2 registrar worldwide ! 13.5M domain names under management
S y n e r g i e s
8 Proprietary insight into Internet traffic: 2B+ avg. daily DNS queries 3M+ avg. daily domain name queries Data Technology synergies Platform Proprietary access to SMB & undeveloped websites Distribution / Investor Presentation Sept. 20, 2012 Leading Registrar Business 9 ICANNs new gTLDs to drive industry growth: ! Multi-billion dollar industry today with more than 230M* registered domain names ! 11% annual registration growth rate* ! 74% renewal rates* Businesses and consumers can soon go beyond .com, .net & .org to choose from more than a thousand alternatives like .web, .home & .app
Demand Media expects to benefit from new gTLDs in three ways**: Operating the back-end for new gTLD registries Owning and operating new gTLD registries Increased number of domain registrations through our Registrar channels
Sept. 20, 2012 / Investor Presentation New gTLD Opportunity *Source: Verisign July 2012 **Timing subject to ICANNs process FINANCIAL HIGHLIGHTS X Content & Media Revenue = Page Views RPMs C o n t e n t
&
M e d i a
R e g i s t r a r
! Traffic ! Growth: o O&O: Organic and Investment in content assets o Network: New & Existing Partners ! Advertising driven X = Domains ARPD (Annual Revenue per Domain) ! Registrations ! Resellers & Direct/Retail Relationships With Website Owners ! Annual subscription fees paid upfront Registrar Revenue 64% of Q2 2012 Gross Revenue 36% of Q2 2012 Gross Revenue 11 Sept. 20, 2012 / Investor Presentation How We Generate Revenue: Simple Revenue Model R e v e n u e Time !"#$%&'(!)*+'!"$#+,' -#$."/ Long-lived Internet content revenue curve: ! Text Articles ! Video Traditional Content Our Long-Lived Internet Content R e v e n u e Time Traditional content revenue curve: ! Filmed entertainment ! Music 12 Sept. 20, 2012 / Investor Presentation Unique Content Model Generates Long-Term Returns
13 Sept. 20, 2012 / Investor Presentation 2012 YTD and Q3 Business Outlook (1) mms except per share amounts Q112 Q212
Q312E Midpoint (2) Revenue ex-TAC
Y-o-Y Growth $82.9
9% $88.7
16%
$91.0
17% Adjusted EBITDA
Margin $21.9
26.4% $24.6
27.7% $25.5
28.0% Adjusted EPS
$0.07 $0.09 $0.10 Cash Flow from Operations $18.5 $21.9 NA Free Cash Flow $11.9 $16.6 NA
(1) As of August 7, 2012 per the Companys Q2 2012 financial results news release. Excludes up to $4 million of 2012 expenses that the Company expects to incur related to the formation of its gTLD initiative. These non-GAAP financial measures are described and reconciled to their comparable GAAP measures in the accompanying tables available in the Goldman Sachs Communacopia presentation on the investor relations section of the Companys website. Effective Q1 2012, the Company began reporting Adjusted EBITDA instead of Adjusted OIBDA. Reconciliations for both measures are available on the investor relations section of the Company's website.
(2) Using mid-point of 2012 previously issued Business Outlook provided on August 7, 2012.
Top ranked O&O properties reaching 122M unique visitors WW*
New Content & Media growth opportunities, including content partners, mobile and video
Well positioned to capitalize on new gTLD opportunity *comScore August 2012 DEMAND MEDIA, INC. GOLDMAN SACHS COMMUNACOPIA CONFERENCE SEPTEMBER 20, 2012 Mel Tang, Chief Financial Officer 16 Sept. 20, 2012 / Investor Presentation Non-GAAP Financial Measures To provide investors, analysts and others who utilize the Companys financial statements with additional information regarding the Companys financial results, this presentation includes the following non-GAAP financial measures: adjusted earnings before interest, taxes, depreciation and amortization expense, or Adjusted EBITDA, revenue less traffic acquisition costs, or Revenue ex-TAC, discretionary free cash flow and total free cash flow. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures has been included in the Appendix to this presentation. The Companys non-GAAP Adjusted EBITDA financial measure differs from GAAP in that it excludes certain expenses such as interest, taxes, depreciation, amortization, stock-based compensation, the financial impact of acquisition and realignment costs, the formation expenses directly related to its generic Top Level Domain (gTLD} initiative, and any gains or losses on certain asset sales or dispositions. The Companys non-GAAP Revenue ex-TAC financial measure differs from GAAP as it reflects the Companys consolidated revenues net of its traffic acquisition costs. The Companys non-GAAP free cash flow financial measures differ from GAAP as discretionary free cash flow reflects the Companys cash flow from operating activities, excluding cash outflows from acquisition and realignment activities, and the formation expenses directly related to its gTLD initiative, less capital expenditures, and total free cash flow reflects discretionary free cash flow net of investments in intangibles.
The Company uses these non-GAAP financial measures to measure its consolidated operating performance, to understand and compare operating results from period to period, to analyze growth trends, to assist in internal budgeting and forecasting purposes, to develop short and long-term operational plans, to calculate annual bonus payments for substantially all of its employees, and to evaluate its financial performance from period to period. The Company also frequently uses Adjusted EBITDA in its discussions with analysts, investors, commercial bankers and other users of the Companys financial statements. In addition, management believes these non-GAAP financial measures reflect the Companys ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends.
Accordingly, the Company also believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Companys consolidated revenue and operating results in the same manner as the Companys management and in comparing financial results across accounting periods and to those of peer companies.
The use of non-GAAP financial measures has certain limitations because they do not reflect all items of income and expense that affect the Companys operations. The Company compensates for these limitations by reconciling the non-GAAP financial measures to the most comparable GAAP financial measures as set forth in the Appendix to this presentation. These non-GAAP financial measures should be considered in addition to, not as a substitute for, measures prepared in accordance with GAAP. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore financial comparability may be limited. The Company encourages investors and others to review the Companys financial information in its entirety and not rely on a single financial measure.
17 Sept. 20, 2012 / Investor Presentation GAAP to non-GAAP Reconciliations 1 12 2 12 (ln MMs, excepL per share daLa) !"#"$%"& ConLenL & Medla $ 34.0 $ 39.7 8eglsLrar $ 32.3 $ 33.4 1ota| kevenue $ 86.2 $ 93.1 1AC (1ramc Acqulsluon CosL) (1) $ 3.4 $ 4.4 ConLenL & Medla ex-1AC $ 30.6 $ 33.3 8eglsLrar $ 32.3 $ 33.4 1ota| kevenue ex-1AC $ 82.9 $ 88.7 '()%*+"(&,-./0'&& neL lncome (loss) $ (1.8) $ 0.1 1ax rovlslon $ (1.2) $ 0.6 lnLeresL & CLher Lxpenses $ 0.1 $ 0.2 uepreclauon $ 3.0 $ 4.8 Amoruzauon of lnLanglble asseLs (2) $ 12.0 $ 9.8 SLock-based compensauon (3) $ 7.4 $ 8.3 g1Lu expense (4) $ 0.4 $ 0.3 Acqulsluon and reallgnmenL cosLs (3) $ 0.1 $ 0.1 Ad[usted L8I1DA 5 21.9 5 24.6 noLes : S ome flgures ln Lhls pres enLaLlon may noL fooL due Lo roundlng lnc luded ln our CA A res ulLs of operaLlons . paymenLs aLLrlbuLable Lo ac quls lLlon or c orporaLe reallgnmenL ac LlvlLles . ManagemenL does noL c ons lder Lhes e expens es as lndlc aLlve of Lhe C ompany's ongolng operaLlng res ulLs or fuLure ouLlook. (1) 1 rafflc ac quls lLlon c os Ls c omprls e Lhe porLlon of C onLenL & Medla CA A revenue s hared wlLh Lhe C ompany's neLwork c us Lomers . (2) 8 epres enLs Lhe amorLlzaLlon expens e of our flnlLe llved lnLanglble as s eLs , lnc ludlng LhaL relaLed Lo our lnves LmenL ln medla c onLenL as s eLs , (3) 8 epres enLs Lhe falr value of s Loc k-bas ed awards and c erLaln warranLs Lo purc has e our s Loc k lnc luded ln our CA A res ulLs of operaLlons . (4) C omprls es formaLlon expens es dlrec Lly relaLed Lo Lhe C ompany's g1 L us lnlLlaLlve LhaL ls noL expec Led Lo generaLe as s oc laLed revenue ln 2012. (3) A c quls lLlon and reallgnmenL c os Ls lnc lude s uc h lLems , when appllc able, as (1) non-c as h CA A purc has e ac c ounLlng ad[us LmenLs for c erLaln revenues and c os Ls , (2) legal, ac c ounLlng and oLher profes s lonal fees dlrec Lly aLLrlbuLable Lo ac quls lLlon ac LlvlLy, and employee s everanc e
18 Sept. 20, 2012 / Investor Presentation GAAP to non-GAAP Reconciliations (ln MMs, excepL per share daLa) 1 12 2 12 Ad[usted Net Income CAA neL lncome (loss) $ (1.8) $ 0.1 (a) SLock-based compensauon (1) $ 7.4 $ 8.3 (b) Amoruzauon of lnLanglble asseLs - M&A $ 2.9 $ 2.7 (c) ConLenL lnLanglble asseLs removed from servlce(2) $ 1.8 $ - (d) g1Lu expense (3) $ 0.4 $ 0.3 (e) Acqulsluon and reallgnmenL cosLs (4) $ 0.1 $ 0.1 lncome Lax eecL of lLems (a) - (e) and appllcauon of 38 sLaLuLory Lax raLe Lo pre-Lax lncome $ (4.8) $ (4.1) Ad[usLed neL lncome 5 S.9 5 7.8 Shares used Lo calculaLe non-CAA Ad[usLed neL lncome per share - dlluLed(3) $ 86.0 $ 86.8 Ad[usted Net Income per share - d||uted 5 0.07 5 0.09 D|screnonary and 1ota| Iree Cash I|ow neL cash provlded by operaung acuvlues $ 18.3 $ 21.9 urchase of properLy and equlpmenL $ (4.3) $ (3.1) g1Lu cash ows $ 0.3 $ 0.4 ulscreuonary lree Cash llow 5 14.S 5 19.2 urchases of lnLanglble asseLs $ (2.6) $ (2.3) Iree Cash I|ow 5 11.9 5 16.6 noLes: Some gures ln Lhls presenLauon may noL fooL due Lo roundlng. (1) 8epresenLs Lhe falr value of sLock-based awards and cerLaln warranLs Lo purchase our sLock lncluded ln our CAA resulLs of operauons. (2) ln con[uncuon wlLh lLs prevlously announced plans Lo lmprove lLs conLenL creauon and dlsLrlbuuon plauorm, Lhe Company elecLed Lo remove cerLaln conLenL asseLs from servlce, resulung ln $1.8 mllllon of acceleraLed amoruzauon expense ln Lhe rsL quarLer of 2012. (3) Comprlses formauon expenses dlrecLly relaLed Lo Lhe Company's g1Lus lnluauve LhaL ls noL expecLed Lo generaLe assoclaLed revenue ln 2012. (4) Acqulsluon and reallgnmenL cosLs lnclude such lLems, when appllcable, as (1) non-cash CAA purchase accounung ad[usLmenLs for cerLaln deferred revenues and cosLs, (2) legal, accounung and oLher professlonal fees dlrecLly aurlbuLable Lo acqulsluon acuvlLy, and (3) employee severance paymenLs aurlbuLable Lo acqulsluon or corporaLe reallgnmenL acuvlues. ManagemenL does noL conslder Lhese expenses as lndlcauve of Lhe Company's ongolng operaung resulLs or fuLure ouLlook. (3) Shares used Lo calculaLe non-CAA Ad[usLed neL lncome per share - dlluLed lnclude Lhe welghLed average common sLock and resLrlcLed sLock for Lhe perlods presenLed and all dlluuve common sLock equlvalenLs aL each perlod. AmounLs have been ad[usLed ln all perlods Lo reecL Lhe revlsed caplLal sLrucLure followlng Lhe Company's lnlual publlc oerlng whlch was compleLed on !anuary 31, 2011, whereby Lhe Company lssued 3,173 shares of common sLock and converLed cerLaln warranLs and all of Lhe converuble preferred sLock lnLo 62,133 shares of common sLock as lf Lhose Lransacuons were consummaLed on !anuary 1, 2009. DEMAND MEDIA, INC. GOLDMAN SACHS COMMUNACOPIA CONFERENCE SEPTEMBER 20, 2012 Mel Tang, Chief Financial Officer