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IAC Reports Q4 Results
NEW YORK, Feb. 3 /PRNewswire-FirstCall/ -- IAC (Nasdaq: IACI - News) released fourth quarter 2008 results today.
SUMMARY RESULTS
$in millions (except per share amounts)
Q4 2008 Q4 2007 Growth FY 2008 FY 2007 Growth
------- ------- ------ ------- ------- ------
Revenue $351.0 $378.9 -7% $1,445.1 $1,332.6 8%
Operating Income
Before Amortization 28.1 13.1 115% 100.1 80.5 24%
Adjusted Net Income 249.6 5.2 4718% 265.5 69.9 280%
Adjusted EPS 1.69 0.03 4778% 1.80 0.46 294%
Operating Loss (21.8) (34.2) 36% (62.0) (78.5) 21%
Net Income (Loss) 227.4 (369.9) NM (156.2) (144.1) -8%
GAAP Diluted EPS 1.57 (2.53) NM (1.08) (1.01) -8%
See reconciliation of GAAP to non-GAAP measures beginning on page 9.
--------------------------------------------------------------------
Information Regarding the Results:
- Q4 Operating Income Before Amortization grew 64%, excluding $4.1 million in spin-off expenses in the prior year period.
- The sale of our investment in Jupiter Shop Channel on December 8, 2008 benefited Net Income and Adjusted Net Income by $242.5 million and GAAP EPS and Adjusted EPS by $1.67 and $1.64, respectively.
- Q4 Net Income includes a $26.4 million write-down of our investment portfolio, reflecting:
- A $7.6 million write-down of our investment in Arcandor AG which impacted GAAP EPS by $0.05. The write down of Arcandor AG did not impact Adjusted Net Income or Adjusted EPS.
- An $18.8 million write-down on other investments impacting both GAAP EPS and Adjusted EPS by $0.13.
- Q4 Net Income also includes $10.3 million in goodwill and intangible asset impairment charges which impacted GAAP EPS by $0.07. These charges did not impact Adjusted Net Income or Adjusted EPS.
- Free Cash Flow for the twelve months of 2008 was $44.4 million, up $143.9 million over the prior year, while cash flow from operating activities attributable to continuing operations increased by $134.2 million over the prior year to $107.7 million.
Principal Areas of Focus:
- Search: Relaunched Ask.com in October 2008 and in January 2009 became the official search engine of NASCAR, the second most watched sport in the US with an audience of approximately 75 million. Today, Ask.com announced a partnership with Symantec, the market leader in online security, to power search for the new Norton "Safe Web" product.
- Local: Grew the number of local merchants, users and user reviews strongly in Q4. Relaunched Citysearch in beta in November to positive early results including increased registrations and page views. Citysearch's iPhone application was downloaded over 100,000 times. ServiceMagic completed an investment in Zip Express on November 20.
- Personals: Match.com worldwide subscribers grew 5% in Q4 and achieved its highest paid member count ever during the quarter. Subscriptions to Match Mobile, launched late in 2007, continue to grow strongly.
DISCUSSION OF FINANCIAL AND OPERATING RESULTS
Q4 2008 Q4 2007 Growth
------- ------- ------
Revenue $ in millions
Media & Advertising $183.7 $226.6 -19%
Match 88.1 90.6 -3%
ServiceMagic 25.3 21.9 15%
Emerging Businesses 54.6 46.0 19%
Intercompany Elimination (0.8) (6.3) 88%
---- ---- ---
$351.0 $378.9 -7%
====== ====== ===
Operating Income Before Amortization
Media & Advertising $27.4 $31.4 -13%
Match 28.0 20.9 34%
ServiceMagic 2.0 2.0 -1%
Emerging Businesses (13.8) (7.9) -73%
Corporate (15.5) (33.2) 53%
----- ----- ---
$28.1 $13.1 115%
===== ===== ===
Operating (Loss) Income
Media & Advertising $7.6 $14.4 -47%
Match 24.8 16.2 53%
ServiceMagic 1.4 1.5 -9%
Emerging Businesses (30.1) (12.4) -144%
Corporate (25.3) (53.9) 53%
----- ----- ---
$(21.8) $(34.2) 36%
====== ====== ===
Media & Advertising
Media & Advertising consists of proprietary search properties such as Ask.com, Fun Web Products, and Dictionary.com, and our proprietary local site, Citysearch, and network properties which include distributed search, sponsored listings and toolbars. Proprietary revenue now represents 70.8% of total Media & Advertising revenue, versus 52.1% in the prior year period.
Media & Advertising revenue reflects a sharp decline in network revenue, resulting from the de-emphasis of relationships with certain partners during 2008 in conjunction with the renewed partnership with Google. Revenue declines also reflect fewer queries across proprietary properties, particularly at Ask.com and Fun Web Products, partially offset by the inclusion of Dictionary.com (acquired July 3, 2008). Revenue declines were also mitigated by overall growth in revenue per query across proprietary properties, due to improved economics associated with the renewed Google partnership, and growth from the Ask toolbar business, which continues to add partners and queries. Query declines at Ask.com reflect significantly lower marketing spend in the period, while revenue per query declines reflect fewer clicks per visit as users find what they are searching for sooner due to the relaunched site's improved user experience. Citysearch grew revenue slightly during the quarter while users, user reviews and the number of locations containing Citysearch's editorial voice continued to grow.
Media & Advertising profit declines reflect lower revenue, partially offset by a reduction in marketing spend at Ask.com and a shift in revenues from network to higher margin proprietary properties. Operating income in the current year was negatively impacted by a $9.2 million impairment charge related to intangible assets, reflecting a decline in the performance of our Excite, iWon and MyWay portals businesses, partially offset by a decrease of $5.9 million in amortization of non-cash marketing.
Match
Revenue declines reflect a 21% decrease in revenue per subscriber in international markets, due primarily to the unfavorable impact of foreign exchange rates. Excluding the impact of foreign exchange rates, revenue grew 1% as international revenue declines were offset by a 6% and 1% increase in North American subscribers and revenue per subscriber, respectively, due in part to continuing improvements in the site's features and functionality. Operating Income Before Amortization growth reflects lower customer acquisition costs as a percentage of revenue, due to a shift in the timing of marketing spend to Q4 in the prior year period and lower partner related costs in the current period. Operating income further benefited from a decrease in amortization of non-cash marketing and intangibles of $0.8 million and $0.6 million, respectively.
ServiceMagic
ServiceMagic revenue benefited from an increase in active service providers and an 18% increase in service requests driven by increased marketing efforts. Operating Income Before Amortization slight declines reflect increased marketing costs and higher operating expenses primarily associated with the expansion of the sales force. Revenue and profits were also impacted by slower growth from higher margin discretionary home repair and improvement requests, which we believe is due, in part, to the general economic slowdown. Operating income was impacted by higher non-cash compensation expense.
Emerging Businesses
Emerging Businesses include Shoebuy, Pronto.com, Gifts.com, InstantAction.com, Connected Ventures, RushmoreDrive.com, Life123.com and The Daily Beast. Revenue for the period primarily reflects strong growth at Pronto.com, driven primarily by continued improvements in customer acquisition and monetization. Operating Income Before Amortization declines are due primarily to investment in The Daily Beast, which was not in the year ago figures, as well as InstantAction.com, partially offset by profit growth at Pronto.com. Operating loss was also impacted in Q4 2008 by a $15.0 million impairment charge related to the goodwill and intangible assets of Connected Ventures, partially offset by a decrease in amortization of non-cash marketing of $1.9 million and a decrease in amortization of intangibles of $1.1 million, excluding the impairment charge.
Corporate
Corporate expense for the prior year period included $4.1 million in expenses related to the spin-offs and $2.7 million in additional payroll taxes paid related to the exercise of options during the quarter. Corporate expense in the current year period benefited from a reduction in insurance reserves due to favorable loss experience, lower professional fees, payroll expense and depreciation. Operating loss was also impacted by a decrease of $10.9 million in non-cash compensation expense, due in part, to the reversal of the cumulative expense related to performance-based RSUs which are not probable of vesting.
OTHER ITEMS
The sale of our investment in Jupiter Shop Channel on December 8, 2008 for $493 million resulted in a pre-tax gain of $352 million, which is reflected within Q4 other income (expense) as a gain on sale of long-term investments.
During Q4 2008, the Company concluded the decline in the value of its 5.5 million shares of Arcandor AG, received in connection with the sale of HSE24, was other than temporary and thus recorded a $34.1 million impairment charge to write down the value of that investment, which is reflected in other (expense) income. Q4 2007 includes a gain of $16.4 million related to the increase in the value of the derivative asset received in connection with the sale of HSE24; there was no net change in the value of this asset in Q4 2008 and its carrying value was $57.2 million at December 31, 2008. Q4 2008 other income (expense) also includes an $18.8 million impairment charge related to certain investments which the Company has determined to be other than temporarily impaired.
The effective tax rates for continuing operations and Adjusted Net Income in Q4 2008 were 23% and 32%, respectively. These effective tax rates were lower than the statutory rate of 35% due principally to foreign tax credits generated by the sale of Jupiter Shop Channel and foreign income taxed at lower rates, partially offset by an increase in valuation allowances on deferred tax assets related to other than temporary losses related to investments. The effective tax rate for continuing operations was additionally impacted by a decrease in the valuation allowance on the deferred tax asset related to the Arcandor impairment. In Q4 2007, the Company recorded a tax benefit of $1.0 million on continuing operations pre-tax income of $1.2 million. The effective tax rate for this benefit was greater than the statutory rate of 35% due principally to foreign tax credits from investments in unconsolidated subsidiaries, tax-exempt interest income and foreign income taxed at lower rates, partially offset by interest on tax reserves. The effective tax rate for Adjusted Net Income in Q4 2007 was 63% and was higher than the statutory rate of 35% due principally to interest on tax reserves.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2008, IAC had approximately $1.9 billion in cash and marketable securities, and $95.8 million in long-term debt.
DILUTIVE SECURITIES
IAC has various tranches of dilutive securities. The table below details these securities as well as potential dilution at various stock prices (shares in millions, rounding differences may occur).
Avg.
Strike / As of
Shares Conversion 1/30/09 Dilution at:
------ ---------- ---------------------------------------
Share Price $14.70 $15.00 $20.00 $25.00 $30.00
Absolute
Shares as of
1/30/09 140.9 140.9 140.9 140.9 140.9 140.9
RSUs and
Other 4.5 4.6 4.5 4.3 4.1 4.0
Options 16.9 $20.87 0.0 0.0 0.0 1.8 3.2
Warrants * 39.2 $24.59 1.3 1.5 4.3 5.9 8.5
--- --- --- ---- ----
Total Treasury
Method Dilution 5.9 6.1 8.5 11.8 15.6
% Dilution 4.0% 4.1% 5.7% 7.7% 10.0%
Total Treasury
Method Diluted
Shares Outstanding 146.8 147.0 149.5 152.7 156.6
===== ===== ===== ===== =====
*On February 4th, 2009 two tranches of warrants representing 20.8 million
shares will expire. One of the tranches, representing 12.5 million
shares, has an exercise price of $13.09 per share. The other tranche,
representing 8.3 million shares, has an exercise price of $34.29 per
share.
OPERATING METRICS
Q4 2008 Q4 2007 Growth
------- ------- ------
MEDIA & ADVERTISING
-------------------
Revenue by traffic source
Proprietary 70.8% 52.1%
Network 29.2% 47.9%
MATCH
-----
Paid Subscribers (000s) 1,347.3 1,286.5 5%
SERVICEMAGIC
------------
Service Requests (000s) (a) 852.7 720.7 18%
Accepts (000s) (b) 1,114.4 959.6 16%
(a) Fully completed and submitted customer requests for service on
ServiceMagic.
(b) The number of times "Service Requests" are accepted by Service
Professionals. A "Service Request" can be transmitted to and accepted
by more than one Service Professional.
CONFERENCE CALL
IAC will audiocast its conference call with investors and analysts discussing the Company's Q4 financial results on Tuesday, February 3, 2009, at 11:00 a.m. Eastern Time (ET). This call will include the disclosure of certain information, including forward-looking information, which may be material to an investor's understanding of IAC's business. The live audiocast is open to the public at www.iac.com/investors.htm.
GAAP FINANCIAL STATEMENTS
IAC CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited; $ in thousands except per share amounts)
Three Months Ended Twelve Months Ended
December 31, December 31,
-------------------- -----------------------
2008 2007 2008 2007
-------------------- -----------------------
Service revenue $326,495 $348,813 $1,337,043 $1,239,192
Product revenue 24,500 30,067 108,052 93,390
------ ------ ------- ------
Revenue 350,995 378,880 1,445,095 1,332,582
Cost of sales-service
revenue (exclusive of
depreciation shown
separately below) 97,463 144,767 439,008 489,414
Cost of sales-product
revenue (exclusive of
depreciation shown
separately below) 22,557 20,503 79,184 64,907
------ ------ ------ ------
Gross profit 230,975 213,610 926,903 778,261
Selling and marketing
expense 105,574 108,493 433,332 391,522
General and
administrative
expense 65,164 84,109 343,504 273,551
Product development expense 23,535 13,251 65,457 46,428
Amortization of non-
cash marketing 7,997 16,590 20,002 49,670
Depreciation 18,996 15,907 71,051 59,861
Amortization of
intangibles 19,890 9,429 43,918 35,733
Goodwill impairment 11,600 - 11,600 -
------ --- ------ ---
Operating loss (21,781) (34,169) (61,961) (78,504)
Other income (expense):
Interest income 4,434 10,943 24,759 58,931
Interest expense (1,498) (14,378) (32,364) (59,054)
Equity in income of
unconsolidated
affiliates 1,267 5,809 16,640 22,352
Gain on sale of long-
term investments 351,968 16,669 381,099 16,669
Other (expense) income (47,978) 16,342 (234,690) 35,516
------- ------ -------- ------
Total other income, net 308,193 35,385 155,444 74,414
------- ------ ------- ------
Earnings (loss) from
continuing operations
before income taxes and
minority interest 286,412 1,216 93,483 (4,090)
Income tax (provision)
benefit (65,876) 1,044 37,697 (2,321)
Minority interest in losses
of consolidated
subsidiaries 4,654 524 5,849 2,014
----- --- ----- -----
Earnings (loss) from
continuing operations 225,190 2,784 137,029 (4,397)
Gain on sale of
discontinued operations,
net of tax - - 23,314 33,524
Income (loss) from
discontinued operations,
net of tax 2,227 (372,677) (316,544) (173,196)
----- -------- -------- --------
Net earnings (loss)
available to common
shareholders $227,417 $(369,893) $(156,201) $(144,069)
======== ========= ========= =========
Earnings (loss) per share
from continuing
operations:
Basic earnings
(loss) per share $1.60 $0.02 $0.98 $(0.03)
Diluted earnings
(loss) per share $1.56 $0.02 $0.95 $(0.03)
Net earnings (loss) per
share available to
common shareholders:
Basic earnings
(loss) per share $1.62 $(2.61) $(1.12) $(1.01)
Diluted earnings
(loss) per share $1.57 $(2.53) $(1.08) $(1.01)
IAC CONSOLIDATED BALANCE SHEET
($ in thousands)
-------------------------
December 31,
2008 2007
-------------------------
ASSETS (unaudited) (audited)
Cash and cash equivalents $1,744,994 $1,585,302
Marketable securities 125,592 326,788
Accounts receivable, net 98,402 116,670
Prepaid expenses and other current assets 217,798 377,443
Current assets of discontinued operations - 1,020,034
--- ---------
Total current assets 2,186,786 3,426,237
Property and equipment, net 326,961 334,341
Goodwill 1,910,295 1,823,779
Intangible assets, net 386,756 401,915
Long-term investments 120,582 301,023
Other non-current assets 319,218 201,764
Non-current assets of discontinued
operations - 6,101,743
--- ---------
TOTAL ASSETS $5,250,598 $12,590,802
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable, trade $52,833 $41,957
Deferred revenue 50,886 48,110
Current maturities of long-term obligations - 12,090
Accrued expenses and other current
liabilities 182,285 366,769
Current liabilities of discontinued
operations - 1,265,307
--- ---------
Total current liabilities 286,004 1,734,233
Long-term obligations, net of current
maturities 95,844 834,542
Income taxes payable 403,043 264,113
Other long-term liabilities 15,400 13,893
Non-current liabilities of discontinued
operations - 1,127,479
Minority interest 22,771 32,880
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock - -
Common stock 210 209
Class B convertible common stock 16 16
Additional paid-in capital 11,112,014 14,744,542
Retained earnings 227,445 567,820
Accumulated other comprehensive income 2,180 39,814
Treasury stock (6,914,329) (6,768,739)
---------- ----------
Total shareholders' equity 4,427,536 8,583,662
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $5,250,598 $12,590,802
========== ===========
IAC CONSOLIDATED STATEMENT OF CASH FLOW
(unaudited; $ in thousands)
-------------------------
Twelve Months Ended
December 31,
2008 2007
-------------------------
Cash flows from operating activities
attributable to continuing operations:
Net loss available to common
shareholders $(156,201) $(144,069)
Less: loss from discontinued
operations, net of tax 293,230 139,672
------- -------
Earnings (loss) from continuing
operations 137,029 (4,397)
Adjustments to reconcile earnings (loss)
from continuing operations to net
cash provided by (used in) operating
activities attributable to
continuing operations:
Depreciation 71,051 59,861
Amortization of intangibles 43,918 35,733
Goodwill impairment 11,600 -
Impairment of long-term investments 180,021 -
Non-cash compensation expense 86,539 73,585
Amortization of non-cash marketing 20,002 49,670
Deferred income taxes (158,749) (4,426)
Equity in income of unconsolidated
affiliates (16,640) (22,352)
Loss on extinguishment
of Senior Notes 63,218 -
Gain on sale of long-term investments (381,099) (16,669)
Net increase in the fair value of the
derivatives created in the sale of HSE
and the Expedia spin-off (6,185) (29,355)
Minority interest in losses of
consolidated subsidiaries (5,849) (2,014)
Changes in current assets
and liabilities:
Accounts receivable 7,653 (8,863)
Prepaid expenses and other current assets (4,957) (19,033)
Accounts payable and other current
liabilities (80,638) 51,861
Income taxes payable 119,495 (209,709)
Deferred revenue 6,422 5,148
Other, net 14,845 14,485
------ ------
Net cash provided by (used in) operating
activities attributable to
continuing operations 107,676 (26,475)
------- -------
Cash flows from investing activities
attributable to continuing operations:
Acquisitions, net of cash acquired (148,631) (45,894)
Capital expenditures (65,554) (112,901)
Proceeds from sales and maturities of
marketable securities 356,252 1,367,178
Purchases of marketable securities (169,958) (783,783)
Proceeds from sales of long-term
investments 549,305 125,592
Long-term investments (67,936) (229,954)
Proceeds from sales of discontinued
operations 32,246 4,173
Net cash distribution from
spun-off businesses 441,658 -
Other, net 42 12,984
--- ------
Net cash provided by investing
activities attributable to
continuing operations 927,424 337,395
------- -------
Cash flows from financing activities
attributable to continuing operations:
Repurchase of Senior Notes (519,944) -
Principal payments on long-term
obligations (11) (7,576)
Purchase of treasury stock (145,590) (542,946)
Issuance of common stock, net of
withholding taxes (10,564) (64,194)
Excess tax benefits from
stock-based awards 763 75,422
Collection of note receivable
from key executive for common
stock issuance - 4,998
Other, net 1,230 779
----- ---
Net cash used in financing
activities attributable to
continuing activities (674,116) (533,517)
-------- --------
Total cash provided by (used in)
continuing operations 360,984 (222,597)
------- --------
Net cash provided by operating
activities attributable to
discontinued operations 266,389 897,233
Net cash used in investing
activities attributable to
discontinued operations (495,130) (265,546)
Net cash provided by (used in) financing
activities attributable to
discontinued operations 50,484 (275,204)
------ --------
Total cash (used in) provided by
discontinued operations (178,257) 356,483
Effect of exchange rate changes on
cash and cash equivalents (23,035) 23,276
------- ------
Net increase in cash and cash equivalents 159,692 157,162
Cash and cash equivalents at
beginning of period 1,585,302 1,428,140
--------- ---------
Cash and cash equivalents at
end of period $1,744,994 $1,585,302
========== ==========
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
IAC RECONCILIATION OF OPERATING CASH FLOW FROM CONTINUING OPERATIONS TO
FREE CASH FLOW
(unaudited; $ in millions; rounding differences may occur)
-------------
Twelve Months
Ended
December 31,
-------------
2008 2007
---- ----
Net cash provided by (used in) operating activities
attributable to continuing operations $107.7 $(26.5)
Capital expenditures (65.6) (112.9)
Net tax payments related to the sale of
certain businesses and investments 2.3 39.9
--- ----
Free Cash Flow $44.4 $(99.5)
===== ======
For the twelve months ended December 31, 2008, consolidated Free Cash Flow increased by $143.9 million from the prior year period due principally to lower cash taxes paid and lower capital expenditures. Free Cash Flow in 2008 excludes cash tax payments related to the sale of the Company's interests in Jupiter Shop Channel and HSE24 and cash tax refunds related to the sale of the Company's interests in EPI and an internal restructuring. Free Cash Flow in 2007 excludes cash tax payments related to the sale of the Company's interests in PRC and HSE24 and cash tax refunds related to the sale of the Company's interests in VUE. Free Cash Flow excludes these cash tax payments and refunds because the proceeds from these sales were not included in cash provided by operating activities.
IAC RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
(unaudited; $ in thousands except per share amounts)
----------------------------------------
Three Months Ended Twelve Months Ended
December 31, December 31,
----------------------------------------
2008 2007 2008 2007
----------------------------------------
Diluted earnings
(loss) per share $1.57 $(2.53) $(1.08) $(1.01)
===== ====== ====== ======
GAAP diluted weighted average
shares outstanding 144,793 146,393 143,976 142,843
Net earnings (loss) available
to common shareholders $227,417 $(369,893) $(156,201) $(144,069)
Non-cash compensation expense 10,365 21,225 86,539 73,585
Amortization of non-
cash marketing 7,997 16,590 20,002 49,670
Amortization of intangibles 19,890 9,429 43,918 35,733
Goodwill impairment 11,600 - 11,600 -
Arcandor impairment 34,112 - 166,699 -
Net other income related to
the fair value adjustment of
derivatives created in the
Expedia spin-off - (1,430) (545) (5,813)
Other income related to fair
value adjustment of the
derivative created in the
sale of HSE24 - (16,350) (5,785) (24,121)
Gain on sale of VUE interests
and related effects 1,545 (14,555) 6,786 (8,400)
Gain on sale of discontinued
operations, net of tax - - (23,314) (33,524)
Discontinued
operations, net of
tax (2,227) 372,677 316,544 173,196
Impact of income taxes and
minority interest (61,082) (12,513) (200,770) (46,336)
------- ------- -------- -------
Adjusted Net Income $249,617 $5,180 $265,473 $69,921
======== ====== ======== =======
Adjusted EPS weighted average
shares outstanding 147,871 149,685 147,230 152,872
Adjusted EPS $1.69 $0.03 $1.80 $0.46
===== ===== ===== =====
GAAP Basic weighted average
shares outstanding 140,520 141,626 139,850 142,843
Options, warrants and
RSUs, treasury method 4,273 4,767 4,126 -
Conversion of convertible
preferred and convertible
notes (if applicable) - - - -
--- --- --- ---
GAAP Diluted weighted average
shares outstanding 144,793 146,393 143,976 142,843
Options, warrants and RSUs,
treasury method not
included in diluted shares
above - - - 6,822
Impact of RSUs and
convertible preferred
and notes (if
applicable), net 3,078 3,292 3,254 3,207
----- ----- ----- -----
Adjusted EPS shares outstanding 147,871 149,685 147,230 152,872
======= ======= ======= =======
For Adjusted EPS purposes, the impact of RSUs on shares outstanding is based on the weighted average number of RSUs outstanding as compared with shares outstanding for GAAP purposes, which includes RSUs on a treasury method basis. The weighted average number of RSUs outstanding for Adjusted EPS purposes includes the weighted average number of performance-based RSUs that the Company believes are probable of vesting. There are no performance-based RSUs included for GAAP purposes.
IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP
(unaudited; $ in millions; rounding differences may occur)
For the three months ended December 31, 2008
-------------------------------------------------
Non- Amorti-
Operating cash zation Amorti-
Income compens- of non- zation Good- Operat-
Before ation cash of will ing
Amorti- expense market- intang- impair- income
zation (A) ing ibles ment (loss)
-------------------------------------------------
Media & Advertising $27.4 $- $(4.9) $(14.9) $- $7.6
Match 28.0 - (3.1) (0.1) - 24.8
ServiceMagic 2.0 (0.3) - (0.4) - 1.4
Emerging Businesses (13.8) (0.3) - (4.4) (11.6) (30.1)
Corporate (15.5) (9.8) - - - (25.3)
----- ---- --- --- --- -----
Total $28.1 $(10.4) $(8.0) $(19.9) $(11.6) (21.8)
===== ====== ===== ====== ======
Other income, net 308.2
-----
Earnings from continuing
operations before income
taxes and minority
interest 286.4
Income tax provision (65.9)
Minority interest in
losses of consolidated
subsidiaries 4.7
---
Earnings from continuing
operations 225.2
Income from discontinued
operations, net of tax 2.2
---
Net earnings available to
common shareholders $227.4
======
(A) Non-cash compensation expense includes $0.8 million, $0.8 million
and $8.7 million which are included in cost of sales, selling and
marketing expense and general and administrative expense, respectively,
in the accompanying consolidated statement of operations.
Supplemental: Depreciation
Media & Advertising $10.3
Match 2.3
ServiceMagic 0.8
Emerging Businesses 2.5
Corporate 3.0
---
Total Depreciation $19.0
=====
IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP
(unaudited; $ in millions; rounding differences may occur)
For the twelve months ended December 31, 2008
-------------------------------------------------
Non- Amorti-
Operating cash zation Amorti-
Income compens- of non- zation Good- Operat-
Before ation cash of will ing
Amorti- expense market- intang- impair- income
zation (B) ing ibles ment (loss)
-------------------------------------------------
Media & Advertising $139.6 $- $(4.9) $(34.0) $- $100.7
Match 91.3 - (15.1) (0.7) - 75.5
ServiceMagic 26.2 (0.7) - (1.5) - 24.0
Emerging Businesses (35.5) (1.1) - (7.8) (11.6) (56.0)
Corporate (121.5) (84.7) - - - (206.2)
------ ----- --- --- --- ------
Total $100.1 $(86.5) $(20.0) $(43.9) $(11.6) (62.0)
====== ====== ====== ====== ======
Other income, net 155.4
-----
Earnings from
continuing operations
before income taxes
and minority interest 93.5
Income tax benefit 37.7
Minority interest in
losses of consolidated
subsidiaries 5.8
---
Earnings from continuing
operations 137.0
Gain on sale of
discontinued
operations, net of tax 23.3
Loss from discontinued
operations, net of tax (316.5)
------
Net loss available to
common shareholders $(156.2)
=======
(B) Non-cash compensation expense includes $6.7 million, $7.3 million,
$72.3 million and $0.2 million which are included in cost of sales,
selling and marketing expense, general and administrative expense and
product development expense, respectively, in the accompanying
consolidated statement of operations.
Supplemental: Depreciation
Media & Advertising $38.1
Match 8.8
ServiceMagic 3.2
Emerging Businesses 8.0
Corporate 12.8
----
Total Depreciation $71.1
=====
IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP
(unaudited; $ in millions; rounding differences may occur)
For the three months ended December 31, 2007
--------------------------------------------
Amorti-
Non- zation
Operating cash of Amorti-
Income compens- non- zation Operat-
Before ation cash of ing
Amorti- expense market- intang- income
zation (A) ing ibles (loss)
--------------------------------------------
Media & Advertising $31.4 $- $(10.8) $(6.2) $14.4
Match 20.9 - (3.9) (0.8) 16.2
ServiceMagic 2.0 (0.2) - (0.4) 1.5
Emerging Businesses (7.9) (0.4) (1.9) (2.1) (12.4)
Corporate (33.2) (20.7) - - (53.9)
----- ----- --- --- -----
Total $13.1 $(21.2) $(16.6) $(9.4) (34.2)
===== ====== ====== =====
Other income, net 35.4
----
Earnings from continuing operations
before income taxes and
minority interest 1.2
Income tax benefit 1.0
Minority interest in losses of
consolidated subsidiaries 0.5
---
Earnings from continuing operations 2.8
Loss from discontinued
operations, net of tax (372.7)
------
Net loss available to
common shareholders $(369.9)
=======
(A) Non-cash compensation expense includes $1.6 million, $1.8 million and
$17.8 million which are included in cost of sales, selling and marketing
expense and general and administrative expense, respectively, in the
accompanying consolidated statement of operations.
Supplemental: Depreciation
Media & Advertising $7.9
Match 2.1
ServiceMagic 0.8
Emerging Businesses 1.6
Corporate 3.6
---
Total Depreciation $15.9
=====
IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP
(unaudited; $ in millions; rounding differences may occur)
For the twelve months ended December 31, 2007
---------------------------------------------
Amorti-
Non- zation
Operating cash of Amorti-
Income compens- non- zation Operat-
Before ation cash of ing
Amorti- expense market- intang- income
zation (B) ing ibles (loss)
--------------------------------------------
Media & Advertising $88.2 $- $(33.6) $(24.7) $29.9
Match 78.4 - (11.1) (1.4) 65.8
ServiceMagic 20.8 (0.6) - (2.6) 17.6
Emerging Businesses (7.9) (1.5) (4.9) (7.1) (21.3)
Corporate (98.9) (71.5) - - (170.4)
----- ----- --- --- ------
Total $80.5 $(73.6) $(49.7) $(35.7) (78.5)
===== ====== ====== ======
Other income, net 74.4
----
Loss from continuing operations before
income taxes and minority interest (4.1)
Income tax provision (2.3)
Minority interest in losses of
consolidated subsidiaries 2.0
---
Loss from continuing operations (4.4)
Gain on sale of discontinued
operations, net of tax 33.5
Loss from discontinued operations,
net of tax (173.2)
------
Net loss available to common
shareholders $(144.1)
=======
(B) Non-cash compensation expense includes $5.7 million, $6.2 million,
$61.6 million and $0.2 million which are included in cost of sales,
selling and marketing expense, general and administrative expense and
product development expense, respectively, in the accompanying
consolidated statement of operations.
Supplemental: Depreciation
Media & Advertising $30.8
Match 7.6
ServiceMagic 2.6
Emerging Businesses 5.4
Corporate 13.5
----
Total Depreciation $59.9
=====
IAC'S PRINCIPLES OF FINANCIAL REPORTING
IAC reports Operating Income Before Amortization, Adjusted Net Income, Adjusted EPS and Free Cash Flow, all of which are supplemental measures to GAAP. These measures are among the primary metrics by which we evaluate the performance of our businesses, on which our internal budgets are based and by which management is compensated. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. IAC endeavors to compensate for the limitations of the non-GAAP measures presented by providing the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measures. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures contained in this release and which we discuss below.
Definitions of Non-GAAP Measures
Operating Income Before Amortization is defined as operating income excluding, if applicable: (1) non-cash compensation expense, (2) amortization of non-cash marketing, (3) amortization and impairment of intangibles, (4) goodwill impairment, (5) pro forma adjustments for significant acquisitions, and (6) one-time items. We believe this measure is useful to investors because it represents the consolidated operating results from IAC's segments, taking into account depreciation, which we believe is an ongoing cost of doing business, but excluding the effects of any other non-cash expenses. Operating Income Before Amortization has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses, including non-cash compensation, non-cash marketing, and acquisition-related accounting.
Adjusted Net Income generally captures all items on the statement of operations that have been, or ultimately will be, settled in cash and is defined as net income available to common shareholders excluding, net of tax effects and minority interest, if applicable: (1) non-cash compensation expense, (2) amortization of non-cash marketing, (3) amortization and impairment of intangibles, (4) goodwill impairment, (5) pro forma adjustments for significant acquisitions, (6) equity income or loss from IAC's 5.44% interest in VUE and gain on the sale of IAC's interest in VUE, (7) non-cash income or expense reflecting changes in the fair value of the derivatives created in the Expedia spin-off as a result of both IAC and Expedia shares being issuable upon the conversion of the Ask Convertible Notes and the exercise of certain IAC warrants, (8) income or expense reflecting changes in the fair value of the derivative asset associated with the sale of HSE24, (9) impairment of our investment in Arcandor, (10) one-time items, and (11) discontinued operations. We believe Adjusted Net Income is useful to investors because it represents IAC's consolidated results, taking into account depreciation, which we believe is an ongoing cost of doing business, as well as other charges which are not allocated to the operating businesses such as interest expense, taxes and minority interest, but excluding the effects of any other non-cash expenses.
Adjusted EPS is defined as Adjusted Net Income divided by fully diluted weighted average shares outstanding for Adjusted EPS purposes. We include dilution from options and warrants per the treasury stock method and include all restricted shares and restricted stock units ("RSUs") in shares outstanding for Adjusted EPS, with performance-based RSUs included based on the number of shares that the Company believes are probable of vesting. This differs from the GAAP method for including RSUs, which treats them on a treasury method basis and with respect to performance-based RSUs only to the extent the performance criteria are met (assuming the end of the reporting period is the end of the contingency period). In addition, convertible instruments are assumed to be converted in determining shares outstanding for Adjusted EPS, if the effect is dilutive. Shares outstanding for Adjusted EPS purposes are therefore higher than shares outstanding for GAAP EPS purposes. We believe Adjusted EPS is useful to investors because it represents, on a per share basis, IAC's consolidated results, taking into account depreciation, which we believe is an ongoing cost of doing business, as well as other charges which are not allocated to the operating businesses such as interest expense, taxes and minority interest, but excluding the effects of any other non-cash expenses. Adjusted Net Income and Adjusted EPS have the same limitations as Operating Income Before Amortization, and in addition Adjusted Net Income and Adjusted EPS do not account for IAC's former passive ownership in VUE. Therefore, we think it is important to evaluate these measures along with our consolidated statement of operations.
Free Cash Flow is defined as net cash provided by operating activities, less capital expenditures and preferred dividends paid by IAC. In addition, Free Cash Flow excludes tax payments and refunds related to the sale of IAC's interests in VUE, PRC, HSE24, Jupiter Shop Channel, EPI and an internal restructuring due to the exclusion of the proceeds from these sales from cash provided by operating activities. We believe Free Cash Flow is useful to investors because it represents the cash that our operating businesses generate, before taking into account cash movements that are non-operational. Free Cash Flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent the residual cash flow for discretionary expenditures. For example, it does not take into account stock repurchases. Therefore, we think it is important to evaluate Free Cash Flow along with our consolidated statement of cash flows.
Pro Forma Results
We will only present Operating Income Before Amortization, Adjusted Net Income and Adjusted EPS on a pro forma basis if we view a particular transaction as significant in size or transformational in nature. For the periods presented in this release, there are no transactions that we have included on a pro forma basis.
One-Time Items
Operating Income Before Amortization and Adjusted Net Income are presented before one-time items, if applicable. These items are truly one-time in nature and non-recurring, infrequent or unusual, and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. GAAP results include one-time items. For the periods presented in this release, there are no adjustments for any one-time items.
Non-Cash Expenses That Are Excluded From Our Non-GAAP Measures
Non-cash compensation expense consists principally of expense associated with the grants, including unvested grants assumed in acquisitions, of restricted stock, restricted stock units and stock options. These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding which, for restricted stock units and stock options, are included on a treasury method basis. We view the true cost of our restricted stock units as the dilution to our share base, and as such units are included in our shares outstanding for Adjusted EPS purposes as described above under the definition of Adjusted EPS. Upon vesting of restricted stock and restricted stock units and the exercise of certain stock options, the awards are settled, at the Company's discretion, on a net basis, with the Company remitting the required tax withholding amount from its current funds.
Amortization of non-cash marketing consists of non-cash advertising secured from Universal Television as part of the transaction pursuant to which VUE was created, and the subsequent transaction by which IAC sold its partnership interests in VUE (collectively referred to as "NBC Universal Advertising"). The NBC Universal Advertising is available for television advertising on various NBC Universal network and cable channels without any cash cost.
The NBC Universal Advertising is excluded from Operating Income Before Amortization and Adjusted Net Income because it is non-cash and generally is incremental to the advertising the Company otherwise secures as a result of its ordinary cost/benefit marketing planning process. Accordingly, the Company's aggregate level of advertising, and the increased concentration of that advertising on NBC Universal network and cable channels, does not reflect what our advertising effort would otherwise be without these credits, which will expire on September 30, 2009 if not exhausted before then. As a result, management believes that treating the NBC Universal Advertising as an expense does not appropriately reflect its true cost/benefit relationship, nor does it best reflect the Company's long-term level of advertising expenditures. Nonetheless, while the benefits directly attributable to television advertising are always difficult to determine, and especially so with respect to the NBC Universal Advertising due to its incrementality and heavy concentration, it is likely that the Company does derive benefits from it, though management believes such benefits are generally less than those received through its regular advertising for the reasons stated above. Operating Income Before Amortization and Adjusted Net Income therefore have the limitation of including those benefits while excluding the associated expense.
Amortization of intangibles is a non-cash expense relating primarily to acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as supplier contracts and customer relationships, are valued and amortized over their estimated lives. While it is likely that we will have significant intangible amortization expense as we continue to acquire companies, we believe that since intangibles represent costs incurred by the acquired company to build value prior to acquisition, they were part of transaction costs.
Equity income or loss from IAC's 5.44% common interest in VUE was excluded from Adjusted Net Income and Adjusted EPS because IAC had no operating control over VUE, had no way to forecast this business, and did not consider the results of VUE in evaluating the performance of IAC's businesses. The gain from the sale in June 2005 of IAC's interests in VUE and related effects are excluded from Adjusted Net Income and Adjusted EPS for similar reasons.
Non-cash income or expense reflecting changes in the fair value of the derivatives created in the Expedia spin-off is excluded from Adjusted Net Income and Adjusted EPS because the obligations underlying these derivatives, which relate to the Ask Convertible Notes and certain IAC warrants, are expected to ultimately be settled in shares of IAC common stock and Expedia common stock, and not in cash.
Income or expense reflecting changes in the fair value of the derivative asset created in the sale of HSE24 is excluded from Adjusted Net Income and Adjusted EPS because the variations in the value of the derivative are non-operational in nature.
Free Cash Flow
We look at Free Cash Flow as a measure of the strength and performance of our businesses, not for valuation purposes. In our view, applying "multiples" to Free Cash Flow is inappropriate because it is subject to timing, seasonality and one-time events. We manage our business for cash and we think it is of utmost importance to maximize cash - but our primary valuation metrics are Operating Income Before Amortization and Adjusted EPS. In addition, because Free Cash Flow is subject to timing, seasonality and one-time events, we believe it is not appropriate to annualize quarterly Free Cash Flow results.
OTHER INFORMATION
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This press release and our conference call to be held at 11:00 a.m. Eastern Time today may contain "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "intends," "plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: IAC's future financial performance, IAC's business prospects and strategy, anticipated trends and prospects in the industries in which IAC's businesses operate and other similar matters. These forwardlooking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forwardlooking statements for a variety of reasons, including, among others: continuing adverse economic conditions, or the worsening thereof, either generally or in any of the markets or industries in which IAC's businesses operate, changes in senior management at IAC and/or its businesses, changes in the advertising market, changes in relationships with advertisers, suppliers and third party distribution channels, technological changes, regulatory changes, failure to comply with existing laws, our ability to offer new or alternative products and services in a cost effective manner and consumer acceptance of these products and services and the ability of IAC to expand successfully in international markets. Certain of these and other risks and uncertainties are discussed in IAC's filings with the Securities and Exchange Commission ("SEC"). Other unknown or unpredictable factors that could also adversely affect IAC's business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forwardlooking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forwardlooking statements, which only reflect the views of IAC management as of the date of this press release. IAC does not undertake to update these forward-looking statements.
About IAC
IAC operates more than 35 leading and diversified Internet businesses across 40 countries... our mission is to harness the power of interactivity to make daily life easier and more productive for people all over the world. To view a full list of the companies of IAC please visit our website at http://iac.com/.
Contact Us
IAC Investor Relations
Eoin Ryan
(212) 314-7400
IAC Corporate Communications
Stacy Simpson / Leslie Cafferty
(212) 314-7280 / 7470
IAC
555 West 18th Street, New York, NY 10011 212.314.7300 Fax 212.314.7309 http://iac.com
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