QuickLinks -- Click here to rapidly navigate through this documentExhibit 99.1
FOR IMMEDIATE RELEASE | | NEW YORK, NY |
November 3, 2004 | | |
IAC REPORTS Q3 2004 RESULTS
IAC/InterActiveCorp (NASDAQ: IACI) reported Q3 2004 results today. Revenue was $1.5 billion, operating income $112 million, net income $89 million, and GAAP Diluted EPS $0.12.
Operating Income Before Amortization grew by 32% to $253 million. Adjusted Net Income grew 40% to $181 million and Adjusted EPS was $0.24 versus $0.17 in the prior year (please see page 14 for definitions of non-GAAP measures).
IAC Travel ("IACT") increased revenue on a comparable net basis by 24% to $570 million, operating income by 67% to $134 million and Operating Income Before Amortization by 27% to $175 million (see page 14 for an explanation of comparable net revenue and reported revenue). Electronic Retailing increased revenue, operating income and Operating Income Before Amortization by 4%, 33%, and 23%, respectively, driven by improved results at Euvia. HSN U.S. increased revenue by 3% and was negatively impacted by the hurricanes in Florida during September. Ticketing results were flat due to continued softness in the U.S. concert market.
"We were pleased with our profit performance this quarter. We managed our US Travel operations to the bottom line, giving up a little topline growth as we work to improve our merchant hotel performance," said IAC Chairman and CEO, Barry Diller. "We continue to make strides at Expedia Europe, which has turned the corner and achieved solid profitability, and we were able to reduce our losses at IAC Local Media and Services through continued execution and the addition of TripAdvisor to our family. We believe that the investments we have made in our brands, in particular Financial Services and Real Estate, will fuel our long-term top and bottom line growth rates."
IAC repurchased 7.7 million shares during Q3 and announced today that its Board of Directors has authorized a new share repurchase program pursuant to which up to 80 million shares of its outstanding common stock may be repurchased from time to time.
Q3 SUMMARY RESULTS
$ in millions, except per share
| | Q3 2004
| | Q3 2003
| | Growth
|
---|
Revenue on a comparable net basis (see page 14 for explanation) | | $ | 1,505 | | $ | 1,337 | | 13% |
Revenue | | $ | 1,505 | | $ | 1,610 | | -7% |
Operating Income | | $ | 112 | | $ | 11 | | 931% |
Operating Income Before Amortization | | $ | 253 | | $ | 192 | | 32% |
Net Income | | $ | 89 | | $ | 19 | | 378% |
GAAP Diluted EPS | | $ | 0.12 | | $ | 0.02 | | 400% |
Adjusted Net Income | | $ | 181 | | $ | 130 | | 40% |
Adjusted EPS | | $ | 0.24 | | $ | 0.17 | | 44% |
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
SEGMENT RESULTS
Segment results for the third quarter ended September 30 were as follows ($ in millions):
| | Q3 2004
| | Q3 2003
| | Growth
| |
---|
REVENUE | | | | | | | | | |
| IAC Travel (on a comparable net basis) | | $ | 570.5 | | $ | 460.9 | | 24 | % |
| Electronic Retailing | | | 544.7 | | | 526.0 | | 4 | % |
| Ticketing | | | 182.0 | | | 177.6 | | 2 | % |
| Personals | | | 49.7 | | | 48.3 | | 3 | % |
| IAC Local and Media Services | | | 51.1 | | | 29.2 | | 75 | % |
| Financial Services and Real Estate | | | 47.9 | | | 24.4 | | 97 | % |
| Teleservices | | | 74.5 | | | 75.8 | | -2 | % |
| Intersegment elimination | | | (15.4 | ) | | (5.2 | ) | -194 | % |
| |
| |
| |
| |
| Total | | $ | 1,505.1 | | $ | 1,336.9 | | 13 | % |
| |
| |
| |
| |
As reported: | | | | | | | | | |
| IAC Travel | | $ | 570.5 | | $ | 734.3 | | -22 | % |
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| |
| |
| |
| Total | | $ | 1,505.1 | | $ | 1,610.3 | | -7 | % |
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| |
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| |
OPERATING INCOME | | | | | | | | | |
| IAC Travel | | $ | 134.0 | | $ | 80.1 | | 67 | % |
| Electronic Retailing | | | 38.9 | | | 29.1 | | 33 | % |
| Ticketing | | | 25.2 | | | 24.7 | | 2 | % |
| Personals | | | 2.8 | | | 4.4 | | -37 | % |
| IAC Local and Media Services | | | (18.1 | ) | | (31.3 | ) | 42 | % |
| Financial Services and Real Estate | | | (0.2 | ) | | (4.9 | ) | 96 | % |
| Teleservices | | | 5.9 | | | 2.3 | | 153 | % |
| Corporate and other | | | (76.5 | ) | | (93.5 | ) | 18 | % |
| |
| |
| |
| |
| Total | | $ | 112.0 | | $ | 10.9 | | 931 | % |
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| |
| |
| |
OPERATING INCOME BEFORE AMORTIZATION | | | | | | | | | |
| IAC Travel | | $ | 174.9 | | $ | 137.5 | | 27 | % |
| Electronic Retailing | | | 52.4 | | | 42.7 | | 23 | % |
| Ticketing | | | 32.4 | | | 32.3 | | 0 | % |
| Personals | | | 4.5 | | | 9.8 | | -54 | % |
| IAC Local and Media Services | | | (4.6 | ) | | (17.5 | ) | 74 | % |
| Financial Services and Real Estate | | | 6.5 | | | 2.9 | | 126 | % |
| Teleservices | | | 5.9 | | | 2.3 | | 153 | % |
| Corporate and other | | | (19.2 | ) | | (18.3 | ) | -5 | % |
| |
| |
| |
| |
| Total | | $ | 252.9 | | $ | 191.7 | | 32 | % |
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| |
| |
| |
Please see page 12 for further segment detail and reconciliations of Operating Income Before Amortization to the comparable GAAP measure.
DISCUSSION OF FINANCIAL AND OPERATING RESULTS
IAC TRAVEL
IACT grew revenue 24% on a comparable net basis to $570.5 million, driven primarily by the worldwide merchant hotel, packages and merchant air businesses, all of which benefited from the inclusion of Hotwire as of November 5, 2003.
International revenue increased 74%, or 64% on a local currency basis, to $112 million, driven by strong growth from the UK, German and Canada websites, as well as the acquisitions of Anyway.com and Expedia Corporate Travel—Europe (formerly Egencia), and the recently launched new full service websites in France and Italy.
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
2
Worldwide merchant hotel revenue increased 22%, with a 16% increase in room nights stayed, driven primarily by the inclusion of Hotwire and continued growth in the international and private label businesses. Revenue per room night increased 3%, driven primarily by increases in average daily room rates, which offset declines in merchant hotel raw margins (defined as merchant hotel net revenue as a percent of merchant hotel gross bookings).
IACT's U.S. merchant hotel business continues to operate in a more challenging environment than in the prior year period, due primarily to increased competition from third party distributors, increased promotion by hotel chains of their own direct sites and higher overall occupancy rates, leading to decreased availability of favorably priced inventory compared with the prior year period. The company believes these conditions have resulted in, and will continue to result in, slower growth rates in domestic merchant hotel bookings and revenues.
Overall revenue margins (defined as net revenue as a percent of gross bookings) decreased by 40 basis points due primarily to lower air revenue per transaction and lower merchant hotel raw margins, offset by higher merchant hotel average daily rates and excluding the benefit of the reversal of the air excise tax reserve discussed below.
IACT's Operating Income Before Amortization grew 27% to $174.9 million and operating income grew 67% to $134.0 million. Strong results at Expedia Europe, margin improvement at Interval and a $4.4 million net reserve adjustment primarily due to the reversal of an air excise tax reserve, partially offset by a 35% increase in selling and marketing expenses, contributed to this quarter's results. Q3 2003 was impacted by $8.8 million in charges related to write-downs of packaging technology and distribution contracts at Hotels.com and TV Travel Shop, respectively.
ELECTRONIC RETAILING
HSN U.S. grew revenue by 3% to $437.1 million, driven primarily by an 8% increase in its average price point and a 200 basis point decline in overall return rates, partially offset by a 6% decline in units shipped.
HSN U.S. grew Operating Income Before Amortization by 6% to $43.1 million and operating income by 8% to $29.9 million, due to higher sales and a 50 basis point increase in gross profit margins. Because its primary call center and broadcasting facilities are located in Florida, HSN U.S. was negatively impacted by the hurricanes, which caused mandatory evacuations, airport closures and several guest cancellations.
HSN International revenue increased by 5% to $107.7 million, although revenue declined 4% on a local currency basis. Euvia reported strong revenue growth, driven by increased revenue per call and expanded call volume from Austria and Switzerland. This was partially offset by continued weakness at HSN Germany. HSN International grew Operating Income Before Amortization by 391% to $9.3 million and operating income by 471% to $9.0 million, driven primarily by higher revenue coupled with only a modest increase in selling, general and administrative expenses at Euvia.
TICKETING
Ticketmaster grew revenue by 2%, driven primarily by an 8% increase in average revenue per ticket, partially offset by a 5% decrease in ticket volumes due to the slow U.S. summer concert season. International revenue increased 38%, or 28% on a local currency basis, driven by the Athens 2004 Summer Olympics and Ticketmaster's recent acquisition in Sweden. The company expects ticket sales in Q4 to be hampered by the NHL strike.
Operating Income Before Amortization was flat at $32.4 million and operating income grew 2% to $25.2 million, benefiting from higher revenues and distribution efficiencies, offset by higher technology expenses and ticket royalties. As the company continues to expand in international markets and develop enhanced products to sell more tickets for its clients, these cost trends are expected to continue.
PERSONALS
Personals grew revenue by 3% to $49.7 million, driven primarily by a 9% increase in paid subscribers, partially offset by a decrease in average revenue per subscriber. International subscription growth was strong, with paid subscribers up 68% over the prior year, excluding declines at uDate.
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
3
Operating Income Before Amortization declined 54% to $4.5 million and operating income declined 37% to $2.8 million, driven primarily by higher customer acquisition costs and charges relating to the elimination of certain non-core business lines. The company expects Q4 revenue to be flat and operating margins to be adversely impacted versus the prior year due to higher operating expenses including increases in customer acquisition costs.
IAC LOCAL AND MEDIA SERVICES
IAC Local and Media Services grew revenue by 75% to $51.1 million, driven primarily by the inclusion of TripAdvisor and ServiceMagic as of April 27 and September 2, 2004, respectively, and by higher revenue at EPI and Citysearch. Citysearch grew revenue by 21% over the prior year, driven primarily by continued momentum in the Pay-for-Performance business.
Operating Income Before Amortization loss improved by 74% to $4.6 million and operating income loss improved by 42% to $18.1 million, driven primarily by reductions in losses at Citysearch and the inclusion of TripAdvisor.
FINANCIAL SERVICES AND REAL ESTATE
Results in Financial Services and Real Estate for Q3 2003 were included in IAC's results as of August 8, 2003. Growth rates presented in this discussion reflect LendingTree's full Q3 2003 results for comparison purposes. Financial Services and Real Estate grew revenue 7% to $47.9 million, as the company continued to grow its non-refinance mortgages businesses. Purchase mortgage revenue grew 104%, real estate revenue grew 34%, home equity revenue grew 22%, and other services revenue grew 95%. These favorable growth trends were partially offset by a 52% decrease in revenue from refinance mortgages.
TELESERVICES
PRC revenue declined 2% over the prior year, as the industry and PRC continue to face significant pricing pressure and competition. Operating Income Before Amortization and operating income increased by $3.6 million, driven primarily by continued fixed cost efficiencies in the current quarter and the impact of a $2.1 million charge related to real estate and software write-downs last year.
OTHER
In Q3 2004, IAC recognized non-cash compensation expense of $41 million in connection with IAC's mergers with its formerly publicly traded subsidiaries, which were completed in 2003.
In Q3 2004, the estimated effective tax rate for continuing operations was 31% compared to 30% in Q3 2003. The estimated effective tax rate for adjusted net income was 34% in Q3 2004 compared to 36% in Q3 2003. The estimated effective tax rate in 2004 for both continuing operations and adjusted net income is lower than the federal statutory rate of 35% due principally to tax exempt interest and the utilization of foreign tax credits, partially offset by the effect of state and local taxes and foreign losses for which no benefit is realized.
OUTLOOK
IAC forecasts full year 2004 Operating Income Before Amortization of approximately $1 billion and operating income of approximately $430 million.
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
4
SEGMENT OPERATING METRICS
IAC TRAVEL
| | Q3 2004
| | Q3 2003
| | Growth
| |
---|
| Gross Bookings By Geography (mm): | | | | | | | | | |
| | Domestic | | $ | 2,685 | | $ | 2,311 | | 16 | % |
| | International | | | 692 | | | 390 | | 78 | % |
| |
| |
| |
| |
| | Total | | $ | 3,377 | | $ | 2,701 | | 25 | % |
| Net Revenue By Geography (mm): (a) | | | | | | | | | |
| | Domestic | | $ | 458 | | $ | 396 | | 16 | % |
| | International | | | 112 | | | 65 | | 74 | % |
| |
| |
| |
| |
| | Total | | $ | 570 | | $ | 461 | | 24 | % |
| Gross Bookings by Brand (mm): | | | | | | | | | |
| | Expedia | | $ | 2,647 | | $ | 2,147 | | 23 | % |
| | Hotels.com | | | 461 | | | 424 | | 9 | % |
| | Other | | | 269 | | | 130 | | 107 | % |
| |
| |
| |
| |
| | Total | | $ | 3,377 | | $ | 2,701 | | 25 | % |
| Gross Bookings by Agency / Merchant (mm): | | | | | | | | | |
| | Agency | | $ | 1,917 | | $ | 1,584 | | 21 | % |
| | Merchant | | | 1,460 | | | 1,117 | | 31 | % |
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| |
| |
| |
| | Total | | $ | 3,377 | | $ | 2,701 | | 25 | % |
| Packages revenue (mm) | | $ | 112 | | $ | 88 | | 27 | % |
| Number of transactions (mm) (b) | | | 9.2 | | | 7.3 | | 26 | % |
| Merchant hotel room nights (mm) (c) | | | 9.1 | | | 7.8 | | 16 | % |
| INTERVAL: | | | | | | | | | |
| | Members (000s) | | | 1,681 | | | 1,578 | | 7 | % |
| | Confirmations (000s) | | | 204 | | | 190 | | 7 | % |
| | Share of confirmations online | | | 20.2 | % | | 15.7 | % | | |
HSN—U.S. (Households as of end of period) | | | | | | | | | |
| Units Shipped (mm) | | | 9.2 | | | 9.8 | | -6 | % |
| Gross Profit % | | | 38.2 | % | | 37.7 | % | | |
| Return Rate | | | 15.5 | % | | 17.5 | % | | |
| Average price point | | $ | 51.50 | | $ | 47.65 | | 8 | % |
| Product mix: | | | | | | | | | |
| | Home Hard Goods | | | 27 | % | | 27 | % | | |
| | Home Fashions | | | 16 | % | | 14 | % | | |
| | Jewelry | | | 19 | % | | 23 | % | | |
| | Health / Beauty | | | 26 | % | | 26 | % | | |
| | Apparel / Accessories | | | 11 | % | | 10 | % | | |
| HSN total homes (mm) | | | 85.0 | | | 79.7 | | 7 | % |
| HSN FTEs (mm) | | | 73.9 | | | 70.2 | | 5 | % |
| HSN.com % of Sales | | | 16 | % | | 14 | % | | |
TICKETING | | | | | | | | | |
| Number of tickets sold (mm) | | | 22.6 | | | 23.8 | | -5 | % |
| Gross value of tickets sold (mm) | | $ | 1,103 | | $ | 1,148 | | -4 | % |
PERSONALS | | | | | | | | | |
| Paid Subscribers (000s) | | | 989.8 | | | 909.9 | | 9 | % |
FINANCIAL SERVICES & REAL ESTATE (2003 reflects full period) | | | | | | | | | |
| Loan/Real Estate Requests transmitted: | | | | | | | | | |
| | Number (000s) | | | 602.6 | | | 621.3 | | -3 | % |
| | Volume of Requests (bn) | | $ | 64.1 | | $ | 56.1 | | 14 | % |
| Loan/Real Estate Transactions closed in Quarter: | | | | | | | | | |
| | Number (000s) | | | 68.9 | | | 90.7 | | -24 | % |
| | Volume of Transactions Closed (bn) | | $ | 7.6 | | $ | 10.6 | | -28 | % |
| Transmit Rate (d) | | | 79.0 | % | | 63.6 | % | | |
| Static Pool Close Rate (e) | | | 13.9 | % | | 14.0 | % | | |
| Number of Lenders | | | 234 | | | 223 | | 5 | % |
| Number of Realty Agencies | | | 771 | | | 675 | | 14 | % |
- Note:
- rounding differences may exist.
- (a)
- Represents revenue as if Hotels.com revenue was presented on a net basis in 2003.
- (b)
- Transactions are reported as booked.
- (c)
- Merchant room nights are reported as stayed for Expedia and Hotels.com, and booked for Hotwire.
- (d)
- Transmit rate is the percentage of completed loan and real estate qualification forms that were successfully transmitted to at least one lender or real estate broker.
- (e)
- The static pool close rate for loans and real estate transactions incorporates the average time lag between the submission of a consumer request (a "QF") and the closure of a transaction. It represents the closure rate of approved QFs from a static pool of requests submitted in the most recent quarter with a complete closure cycle. A complete closure cycle is considered to be after 180, 120, 90, 60, and 30 days from the month in which a real estate, mortgage, home equity, auto/personal, and credit card QF, respectively, was submitted.
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
5
GAAP FINANCIAL STATEMENTS
IAC CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited; $ in thousands except per share amounts)
| | Three Months Ended September 30,
| | Nine Months Ended September 30,
| |
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| | 2004
| | 2003
| | 2004
| | 2003
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Service revenue | | $ | 939,680 | | $ | 1,061,591 | | $ | 2,714,322 | | $ | 2,879,415 | |
Product sales | | | 565,401 | | | 548,679 | | | 1,762,648 | | | 1,644,100 | |
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| |
| | Net revenue | | | 1,505,081 | | | 1,610,270 | | | 4,476,970 | | | 4,523,515 | |
Cost of sales—service revenue | | | 333,257 | | | 562,943 | | | 999,410 | | | 1,551,481 | |
Cost of sales—product sales | | | 323,851 | | | 320,632 | | | 1,028,097 | | | 958,632 | |
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| | Gross profit | | | 847,973 | | | 726,695 | | | 2,449,463 | | | 2,013,402 | |
Selling and marketing expense | | | 307,012 | | | 251,701 | | | 917,212 | | | 663,914 | |
General and administrative expense | | | 183,991 | | | 185,741 | | | 539,577 | | | 508,710 | |
Other operating expense | | | 36,036 | | | 27,933 | | | 103,443 | | | 87,147 | |
Amortization of cable distribution fees | | | 18,275 | | | 18,383 | | | 54,067 | | | 50,313 | |
Amortization of non-cash distribution and marketing expense | | | 3,256 | | | 21,470 | | | 14,328 | | | 44,685 | |
Amortization of non-cash compensation expense | | | 57,845 | | | 81,552 | | | 182,155 | | | 106,194 | |
Amortization of intangibles | | | 79,767 | | | 76,890 | | | 239,415 | | | 184,604 | |
Depreciation expense | | | 44,581 | | | 50,514 | | | 130,164 | | | 134,373 | |
Restructuring costs | | | 5,222 | | | 708 | | | 4,421 | | | 383 | |
Merger costs | | | — | | | 940 | | | 0 | | | 11,465 | |
| |
| |
| |
| |
| |
Operating income | | | 111,988 | | | 10,863 | | | 264,681 | | | 221,614 | |
Other income (expense): | | | | | | | | | | | | | |
| Interest income | | | 47,719 | | | 46,175 | | | 141,514 | | | 130,531 | |
| Interest expense | | | (22,054 | ) | | (20,641 | ) | | (63,593 | ) | | (67,259 | ) |
| Equity in the income (losses) of VUE | | | 607 | | | 12,157 | | | 11,293 | | | (226,861 | ) |
| Equity in income (losses) of unconsolidated subsidiaries and other | | | 4,158 | | | (4,849 | ) | | 16,893 | | | (6,899 | ) |
| |
| |
| |
| |
| |
Total other income (expense), net | | | 30,430 | | | 32,842 | | | 106,107 | | | (170,488 | ) |
| |
| |
| |
| |
| |
Earnings from continuing operations before income taxes and minority interest | | | 142,418 | | | 43,705 | | | 370,788 | | | 51,126 | |
| Income tax expense | | | (44,449 | ) | | (13,116 | ) | | (133,198 | ) | | (10,625 | ) |
| Minority interest in income of consolidated subsidiaries | | | (6,445 | ) | | (8,261 | ) | | (10,712 | ) | | (62,403 | ) |
| |
| |
| |
| |
| |
Earnings (loss) from continuing operations | | | 91,524 | | | 22,328 | | | 226,878 | | | (21,902 | ) |
| Income (loss) from discontinued operations, net of tax | | | 1,217 | | | (348 | ) | | (19,414 | ) | | 33,280 | |
| |
| |
| |
| |
| |
Earnings before preferred dividend | | | 92,741 | | | 21,980 | | | 207,464 | | | 11,378 | |
Preferred dividends | | | (3,263 | ) | | (3,264 | ) | | (9,789 | ) | | (9,792 | ) |
| |
| |
| |
| |
| |
Net income available to common shareholders | | $ | 89,478 | | $ | 18,716 | | $ | 197,675 | | $ | 1,586 | |
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| |
| |
| |
| |
Income (loss) per share | | | | | | | | | | | | | |
| Basic earnings (loss) per share from continuing operations | | $ | 0.13 | | $ | 0.03 | | $ | 0.31 | | $ | (0.06 | ) |
| Diluted earnings (loss) per share from continuing operations | | $ | 0.12 | | $ | 0.02 | | $ | 0.29 | | $ | (0.07 | ) |
| Basic earnings per share | | $ | 0.13 | | $ | 0.03 | | $ | 0.28 | | $ | 0.00 | |
| Diluted earnings (loss) per share | | $ | 0.12 | | $ | 0.02 | | $ | 0.27 | | $ | (0.01 | ) |
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
6
IAC CONSOLIDATED BALANCE SHEET
(unaudited; $ in thousands)
| | September 30, 2004
| | December 31, 2003
| |
---|
ASSETS | | | | | | | |
CURRENT ASSETS | | | | | | | |
Cash and cash equivalents | | $ | 1,123,835 | | $ | 899,062 | |
Restricted cash and cash equivalents | | | 42,706 | | | 31,356 | |
Marketable securities | | | 2,243,191 | | | 2,419,735 | |
Accounts and notes receivable, net | | | 492,771 | | | 429,424 | |
Inventories, net | | | 272,898 | | | 215,995 | |
Deferred income tax | | | 34,972 | | | 65,071 | |
Other current assets | | | 177,698 | | | 154,333 | |
| |
| |
| |
Total current assets | | | 4,388,071 | | | 4,214,976 | |
Computer and broadcast equipment | | | 765,903 | | | 686,899 | |
Buildings and leasehold improvements | | | 171,559 | | | 155,212 | |
Furniture and other equipment | | | 167,431 | | | 154,378 | |
Land | | | 22,161 | | | 21,172 | |
Projects in progress | | | 52,081 | | | 30,962 | |
| |
| |
| |
| | | 1,179,135 | | | 1,048,623 | |
Less: accumulated depreciation and amortization | | | (688,312 | ) | | (575,446 | ) |
| |
| |
| |
Total property, plant and equipment | | | 490,823 | | | 473,177 | |
Goodwill | | | 11,598,356 | | | 11,273,635 | |
Intangible assets, net | | | 2,404,744 | | | 2,513,889 | |
Long term investments | | | 1,524,938 | | | 1,426,502 | |
Preferred interest exchangeable for common stock | | | 1,428,530 | | | 1,428,530 | |
Cable distribution fees, net | | | 94,007 | | | 128,971 | |
Notes receivable and advances, net of current portion | | | 7,739 | | | 14,507 | |
Deferred charges and other | | | 96,860 | | | 93,928 | |
Non-current assets of discontinued operations | | | 340 | | | 340 | |
| |
| |
| |
TOTAL ASSETS | | $ | 22,034,408 | | $ | 21,568,455 | |
| |
| |
| |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | |
CURRENT LIABILITIES | | | | | | | |
Current maturities of long-term obligations | | $ | 4,869 | | $ | 2,850 | |
Accounts payable, trade | | | 785,375 | | | 687,977 | |
Accounts payable, client accounts | | | 205,106 | | | 142,002 | |
Cable distribution fees payable | | | 34,654 | | | 39,142 | |
Deferred merchant bookings | | | 473,748 | | | 218,822 | |
Deferred revenue | | | 99,166 | | | 180,229 | |
Income tax payable | | | 74,106 | | | 96,817 | |
Other accrued liabilities | | | 460,863 | | | 494,280 | |
Current liabilities of discontinued operations | | | 8,915 | | | 16,062 | |
| |
| |
| |
Total current liabilities | | | 2,146,802 | | | 1,878,181 | |
Long-term obligations, net of current maturities | | | 1,122,050 | | | 1,120,097 | |
Other long-term liabilities | | | 132,211 | | | 67,981 | |
Deferred income taxes | | | 2,479,755 | | | 2,446,394 | |
Common stock exchangeable for preferred interest | | | 1,428,530 | | | 1,428,530 | |
Minority interest | | | 250,321 | | | 211,687 | |
SHAREHOLDERS' EQUITY | | | | | | | |
Preferred stock | | | 131 | | | 131 | |
Common stock | | | 6,913 | | | 6,790 | |
Class B convertible common stock | | | 646 | | | 646 | |
Additional paid-in capital | | | 13,938,797 | | | 13,634,926 | |
Retained earnings | | | 2,474,627 | | | 2,276,952 | |
Accumulated other comprehensive income | | | 23,888 | | | 36,896 | |
Treasury stock | | | (1,965,265 | ) | | (1,535,758 | ) |
Note receivable from key executive for common stock issuance | | | (4,998 | ) | | (4,998 | ) |
| |
| |
| |
Total shareholders' equity | | | 14,474,739 | | | 14,415,585 | |
| |
| |
| |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | | $ | 22,034,408 | | $ | 21,568,455 | |
| |
| |
| |
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
7
IAC STATEMENT OF CASH FLOWS
(unaudited; $ in thousands)
| | Nine Months Ended September 30,
| |
---|
| | 2004
| | 2003
| |
---|
Cash flows from operating activities: | | | | | | | |
Earnings (loss) from continuing operations | | $ | 226,878 | | $ | (21,902 | ) |
Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by operating activities: | | | | | | | |
| Depreciation and amortization | | | 369,579 | | | 318,977 | |
| Amortization of non-cash distribution and marketing expense | | | 14,328 | | | 44,685 | |
| Amortization of non-cash compensation expense | | | 182,155 | | | 106,194 | |
| Amortization of cable distribution fees | | | 54,067 | | | 50,313 | |
| Amortization of deferred financing costs | | | 161 | | | 1,850 | |
| Deferred income taxes | | | 63,293 | | | (79,077 | ) |
| Loss on retirement of bonds | | | — | | | 8,639 | |
| Gain on sale of investment | | | — | | | (3,582 | ) |
| Equity in (income) loss of unconsolidated subsidiaries, including VUE | | | (24,140 | ) | | 224,287 | |
| Non-cash interest income | | | (30,854 | ) | | (27,022 | ) |
| Minority interest | | | 10,712 | | | 62,403 | |
| Increase in cable distribution fees | | | (17,870 | ) | | (21,898 | ) |
Changes in current assets and liabilities: | | | | | | | |
| Accounts receivable and notes | | | (20,068 | ) | | (25,313 | ) |
| Inventories | | | (63,228 | ) | | (48,413 | ) |
| Prepaids and other assets | | | (39,240 | ) | | (16,182 | ) |
| Accounts payable and accrued liabilities | | | 64,527 | | | 307,700 | |
| Deferred revenue | | | 21,202 | | | 88,887 | |
| Deferred merchant bookings | | | 167,421 | | | 127,790 | |
| Funds collected by Ticketmaster on behalf of clients, net | | | 38,639 | | | 63,201 | |
| Other, net | | | 12,940 | | | (16,514 | ) |
| |
| |
| |
Net cash provided by operating activities | | | 1,030,502 | | | 1,145,023 | |
Cash flows from investing activities: | | | | | | | |
| Acquisitions, net of cash acquired | | | (433,684 | ) | | (358,842 | ) |
| Capital expenditures | | | (159,287 | ) | | (130,137 | ) |
| Decrease in long term investments and notes receivable | | | (35,005 | ) | | (16,595 | ) |
| Purchase of marketable securities | | | (2,731,148 | ) | | (6,018,455 | ) |
| Proceeds from sale of marketable securities | | | 2,907,693 | | | 4,564,596 | |
| Other, net | | | 584 | | | 4,719 | |
| |
| |
| |
Net cash used in investing activities | | | (450,847 | ) | | (1,954,714 | ) |
Cash flows from financing activities: | | | | | | | |
| Principal payments on long-term obligations | | | (3,919 | ) | | (27,314 | ) |
| Purchase of treasury stock, by IAC and subsidiaries | | | (429,507 | ) | | (895,270 | ) |
| Repurchase of 1998 Senior Notes | | | — | | | (101,379 | ) |
| Purchase of Vivendi warrants | | | — | | | (407,398 | ) |
| Tax withholding payments on retired Expedia warrants | | | — | | | (32,508 | ) |
| Proceeds from subsidiary stock, including stock options | | | — | | | 57,358 | |
| Proceeds from issuance of common stock, including stock options | | | 94,057 | | | 1,391,656 | |
| Preferred dividend | | | (9,789 | ) | | (9,792 | ) |
| Other, net | | | 2,410 | | | 3,339 | |
| |
| |
| |
Net cash used in financing activities | | | (346,748 | ) | | (21,308 | ) |
Net Cash Used in Discontinued Operations | | | (15,127 | ) | | (82,992 | ) |
Effect of exchange rates changes on cash and cash equivalents | | | 6,993 | | | 12,594 | |
| |
| |
| |
Net Increase (Decrease) in Cash and Cash Equivalents | | | 224,773 | | | (901,397 | ) |
Cash and cash equivalents at beginning of period | | | 899,062 | | | 1,998,114 | |
| |
| |
| |
Cash and Cash Equivalents at End of Period | | $ | 1,123,835 | | $ | 1,096,717 | |
| |
| |
| |
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
8
DILUTIVE SECURITIES
IAC has various tranches of dilutive securities (warrants, convertible preferred, and options), including securities initially issued by its former public subsidiaries which have been converted to IAC securities. The table below details these securities as well as potential dilution at various stock prices (amounts in millions, except average strike/conversion price):
| | Shares
| | Avg. Strike/ Conversion
| | As of 10/25/04
| | Dilution at:
| |
---|
Average Share Price | | | | | | | $ | 19.84 | | $ | 20.00 | | $ | 25.00 | | $ | 30.00 | | $ | 35.00 | |
Absolute Shares as of 10/25/04 | | 692.3 | | | | | | 692.3 | | | 692.3 | | | 692.3 | | | 692.3 | | | 692.3 | |
RSUs | | 9.0 | | | | | | 9.0 | | | 9.0 | | | 9.0 | | | 9.0 | | | 9.0 | |
Options | | 82.8 | | $ | 11.65 | | | 24.0 | | | 24.1 | | | 28.8 | | | 31.9 | | | 34.1 | |
Warrants | | 72.2 | | $ | 24.80 | | | 6.3 | | | 6.5 | | | 9.7 | | | 13.8 | | | 19.1 | |
Convertible Preferred | | 19.4 | | $ | 33.75 | | | 0.0 | | | 0.0 | | | 0.0 | | | 0.0 | | | 19.4 | |
| | | | | (initial | ) | | | | | | | | | | | | | | | |
| | | | | | |
| |
| |
| |
| |
| |
Total Treasury Method Dilution | | | | | | | | 39.3 | | | 39.6 | | | 47.5 | | | 54.7 | | | 81.6 | |
| % Dilution | | | | | | | | 5.4 | % | | 5.4 | % | | 6.4 | % | | 7.3 | % | | 10.5 | % |
Total Treasury Method Diluted Shares Outstanding | | | 731.6 | | | 731.9 | | | 739.8 | | | 747.1 | | | 774.0 | |
| | | | | | |
| |
| |
| |
| |
| |
IAC has outstanding approximately 9.0 million shares of restricted stock and restricted stock units ("RSUs") which vest principally over a period of one to five years from date of grant, including 5.3 million issued in 2004.
IAC repurchased 7.7 million shares at an average price of $23.20 during Q3. IAC today announced that its Board of Directors has authorized a new share repurchase program pursuant to which up to 80 million shares of its outstanding common stock may be repurchased from time to time. This authorization is in addition to the 22.8 million shares IAC has remaining under the repurchase programs announced in March 2003 and November 2003, which initially covered a total of 80 million shares.
Under the new authorization, IAC may purchase shares over an indefinite period of time, on the open market or through private transactions, depending on those factors IAC deems relevant at any particular time, including, without limitation, market conditions, share price, and future outlook.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2004, IAC had $3.4 billion in cash and marketable securities. This includes $161.6 million in net funds collected on behalf of clients by Ticketmaster and $596.5 million in combined deferred merchant bookings and deferred revenue at IAC Travel.
As of September 30, 2004, IAC had long-term debt of $1.1 billion, consisting mainly of 6.75% Senior Notes due 2005 and 7.00% Senior Notes due 2013. This does not include IAC's convertible preferred stock with a balance sheet carrying value based on the par value of $0.01 per share and a face value of $656 million. The convertible preferred is initially convertible at $33.75 (subject to downward adjustment if the price of IAC common stock is more than $35.10 at the time of conversion).
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
9
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
IAC RECONCILIATION OF GAAP EPS TO ADJUSTED EPS—Q3 AND YTD
(unaudited; in thousands except per share amounts)
| | Three Months Ended September 30,
| | Nine Months Ended September 30,
| |
---|
| | 2004
| | 2003
| | 2004
| | 2003
| |
---|
Diluted earnings per share(a) | | $ | 0.12 | | $ | 0.02 | | $ | 0.27 | | $ | (0.01 | ) |
GAAP diluted weighted average shares outstanding | | | 733,785 | | | 725,655 | | | 745,513 | | | 564,087 | |
Net Income | | $ | 89,478 | | $ | 18,716 | | $ | 197,675 | | $ | 1,586 | |
Amortization of distribution and marketing expense | | | 3,256 | | | 21,470 | | | 14,328 | | | 44,685 | |
Amortization of compensation expense | | | 57,845 | | | 81,552 | | | 182,155 | | | 106,194 | |
Amortization of intangibles and goodwill | | | 79,767 | | | 76,890 | | | 239,415 | | | 184,604 | |
Merger Costs(b) | | | — | | | 940 | | | 0 | | | 11,465 | |
Discontinued Operations, net of tax(c) | | | (1,217 | ) | | 348 | | | 19,414 | | | (33,280 | ) |
Equity (gains) losses in VUE(d) | | | (607 | ) | | (12,157 | ) | | (11,293 | ) | | 226,861 | |
Impact of pro forma adjustments, income taxes and minority interest(e) | | | (50,800 | ) | | (58,116 | ) | | (154,869 | ) | | (160,104 | ) |
Preferred dividend | | | 3,263 | | | — | | | 9,789 | | | 9,792 | |
| |
| |
| |
| |
| |
Adjusted Net Income | | $ | 180,985 | | $ | 129,643 | | $ | 496,614 | | $ | 391,803 | |
| |
| |
| |
| |
| |
Adjusted EPS weighted average shares outstanding | | | 760,755 | | | 785,557 | | | 771,594 | | | 763,374 | |
Adjusted EPS | | $ | 0.24 | | $ | 0.17 | | $ | 0.64 | | $ | 0.51 | |
| |
| |
| |
| |
| |
GAAP Basic weighted average shares outstanding | | | 693,404 | | | 667,770 | | | 696,478 | | | 564,087 | |
| Options, warrants and restricted stock, treasury method | | | 40,381 | | | 57,885 | | | 49,035 | | | — | |
| Conversion of preferred shares to common (if applicable) | | | — | | | — | | | — | | | — | |
| |
| |
| |
| |
| |
GAAP Diluted weighted average shares outstanding | | | 733,785 | | | 725,655 | | | 745,513 | | | 564,087 | |
| Pro forma adjustments | | | — | | | 57,049 | | | — | | | 139,556 | |
| Options, warrants and RS, treasury method not included in diluted shares above | | | — | | | — | | | — | | | 37,521 | |
| Convertible preferred; add'l restricted shares for adjusted EPS | | | 26,970 | | | 2,853 | | | 26,081 | | | 22,210 | |
| |
| |
| |
| |
| |
Adjusted EPS shares outstanding(f) | | | 760,755 | | | 785,557 | | | 771,594 | | | 763,374 | |
| |
| |
| |
| |
| |
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
10
IAC RECONCILIATION OF CASH FLOW FROM OPERATIONS TO FREE CASH FLOW
(unaudited; in millions)
| | Nine Months Ended September 30,
| |
---|
| | 2004
| | 2003
| |
---|
Net Cash Provided by Operating Activities | | $ | 1,030.5 | | $ | 1,145.0 | |
| Capital expenditures | | | (159.3 | ) | | (130.1 | ) |
| Tax distributions from VUE | | | 4.6 | | | 1.4 | |
| Preferred dividend paid | | | (9.8 | ) | | (9.8 | ) |
| |
| |
| |
Free Cash Flow | | $ | 866.1 | | $ | 1,006.5 | |
| |
| |
| |
For the nine months ended September 30, free cash flow decreased by $140.4 million due to lower increases in working capital at IAC Travel, Ticketmaster and Electronic Retailing, higher cash taxes and higher capital expenditures. Deferred merchant bookings and deferred revenue at IAC Travel contributed $190.6 million to the change in working capital during the period, versus $210.7 million in the prior year. Ticketmaster client cash contributed $38.6 million to the change in working capital in the current period, versus $63.2 million in the prior year.
IAC RECONCILIATION OF OPERATING INCOME TO OPERATING INCOME BEFORE
AMORTIZATION—2004 OUTLOOK
(unaudited; in millions)
| | 2004 Outlook
| |
---|
Operating Income Before Amortization | | $ | 1,000 | |
Less: Amortization | | | (570 | ) |
| |
| |
Operating income | | $ | 430 | |
| |
| |
We currently expect Operating Income Before Amortization of approximately $1 billion for full year 2004.
Please see pages 13 and 14 for footnotes and definitions of non-GAAP measures.
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
11
IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP—Q3 AND YTD
(unaudited; $ in millions; rounding differences may occur)
| | Q3
| | YTD Q3
| |
---|
| | 2004
| | 2003
| | 2004
| | 2003
| |
---|
Revenue | | | | | | | | | | | | | |
| IAC Travel | | $ | 570.5 | | $ | 734.3 | | $ | 1,620.0 | | $ | 1,932.8 | |
| Electronic Retailing: | | | | | | | | | | | | | |
| | HSN U.S. | | | 437.1 | | | 423.0 | | | 1,343.0 | | | 1,242.3 | |
| | HSN International | | | 107.7 | | | 103.0 | | | 335.9 | | | 341.0 | |
| |
| |
| |
| |
| |
| | Total Electronic Retailing | | | 544.7 | | | 526.0 | | | 1,678.9 | | | 1,583.3 | |
| Ticketing | | | 182.0 | | | 177.6 | | | 579.3 | | | 560.2 | |
| Personals | | | 49.7 | | | 48.3 | | | 147.0 | | | 137.4 | |
| IAC Local and Media Services | | | 51.1 | | | 29.2 | | | 134.7 | | | 82.8 | |
| Financial Services and Real Estate | | | 47.9 | | | 24.4 | | | 132.3 | | | 24.4 | |
| Teleservices | | | 74.5 | | | 75.8 | | | 218.9 | | | 216.1 | |
| Intersegment elimination | | | (15.4 | ) | | (5.2 | ) | | (34.2 | ) | | (13.4 | ) |
| |
| |
| |
| |
| |
Total Revenue | | $ | 1,505.1 | | $ | 1,610.3 | | $ | 4,477.0 | | $ | 4,523.5 | |
| |
| |
| |
| |
| |
Operating Income Before Amortization | | | | | | | | | | | | | |
| IAC Travel | | $ | 174.9 | | $ | 137.5 | | $ | 473.1 | | $ | 373.6 | |
| Electronic Retailing: | | | | | | | | | | | | | |
| | HSN U.S. (g) | | | 43.1 | | | 40.8 | | | 126.3 | | | 111.3 | |
| | HSN International | | | 9.3 | | | 1.9 | | | 19.1 | | | 23.7 | |
| |
| |
| |
| |
| |
| | Total Electronic Retailing | | | 52.4 | | | 42.7 | | | 145.4 | | | 134.9 | |
| Ticketing | | | 32.4 | | | 32.3 | | | 126.0 | | | 109.9 | |
| Personals | | | 4.5 | | | 9.8 | | | 20.4 | | | 22.7 | |
| IAC Local and Media Services | | | (4.6 | ) | | (17.5 | ) | | (30.2 | ) | | (28.6 | ) |
| Financial Services and Real Estate | | | 6.5 | | | 2.9 | | | 15.2 | | | 2.9 | |
| Teleservices | | | 5.9 | | | 2.3 | | | 13.3 | | | 5.9 | |
| Interactive Development | | | (1.2 | ) | | (0.8 | ) | | (4.0 | ) | | (3.0 | ) |
| Corporate Expense and other adjustments | | | (18.0 | ) | | (17.6 | ) | | (59.0 | ) | | (49.1 | ) |
| Intersegment Elimination | | | 0.0 | | | 0.0 | | | 0.4 | | | (0.8 | ) |
| |
| |
| |
| |
| |
Total Operating Income Before Amortization | | $ | 252.9 | | $ | 191.7 | | $ | 700.6 | | $ | 568.6 | |
| |
| |
| |
| |
| |
Amortization and merger costs (b) | | | | | | | | | | | | | |
| IAC Travel | | $ | 40.9 | | $ | 57.4 | | $ | 125.0 | | $ | 135.0 | |
| Electronic Retailing: | | | | | | | | | | | | | |
| | HSN U.S. | | | 13.2 | | | 13.2 | | | 39.7 | | | 37.6 | |
| | HSN International | | | 0.3 | | | 0.3 | | | 1.0 | | | 1.0 | |
| |
| |
| |
| |
| |
| | Total Electronic Retailing | | | 13.6 | | | 13.6 | | | 40.7 | | | 38.6 | |
| Ticketing | | | 7.2 | | | 7.7 | | | 19.6 | | | 22.7 | |
| Personals | | | 1.7 | | | 5.4 | | | 7.0 | | | 10.1 | |
| IAC Local and Media Services | | | 13.5 | | | 13.8 | | | 43.5 | | | 41.3 | |
| Financial Services and Real Estate | | | 6.7 | | | 7.8 | | | 20.2 | | | 7.8 | |
| Teleservices | | | — | | | — | | | — | | | — | |
| Interactive Development | | | 0.2 | | | 0.0 | | | 0.5 | | | 2.1 | |
| Corporate Expense and other adjustments | | | 57.0 | | | 75.2 | | | 179.6 | | | 89.4 | |
| Intersegment Elimination | | | (0.0 | ) | | (0.0 | ) | | (0.0 | ) | | (0.0 | ) |
| |
| |
| |
| |
| |
Total amortization and merger costs | | $ | 140.9 | | $ | 180.9 | | $ | 435.9 | | $ | 346.9 | |
| |
| |
| |
| |
| |
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
12
Operating Income | | | | | | | | | | | | | |
| IAC Travel | | $ | 134.0 | | $ | 80.1 | | $ | 348.1 | | $ | 238.7 | |
| Electronic Retailing: | | | | | | | | | | | | | |
| | HSN U.S. (g) | | | 29.9 | | | 27.6 | | | 86.6 | | | 73.7 | |
| | HSN International | | | 9.0 | | | 1.6 | | | 18.1 | | | 22.7 | |
| |
| |
| |
| |
| |
| | Total Electronic Retailing | | | 38.9 | | | 29.1 | | | 104.7 | | | 96.4 | |
| Ticketing | | | 25.2 | | | 24.7 | | | 106.4 | | | 87.2 | |
| Personals | | | 2.8 | | | 4.4 | | | 13.4 | | | 12.7 | |
| IAC Local and Media Services | | | (18.1 | ) | | (31.3 | ) | | (73.6 | ) | | (69.9 | ) |
| Financial Services and Real Estate | | | (0.2 | ) | | (4.9 | ) | | (4.9 | ) | | (4.9 | ) |
| Teleservices | | | 5.9 | | | 2.3 | | | 13.3 | | | 5.9 | |
| Interactive Development | | | (1.4 | ) | | (0.8 | ) | | (4.4 | ) | | (5.1 | ) |
| Corporate Expense and other adjustments | | | (75.1 | ) | | (92.8 | ) | | (238.5 | ) | | (138.5 | ) |
| Intersegment Elimination | | | 0.0 | | | 0.0 | | | 0.4 | | | (0.8 | ) |
| |
| |
| |
| |
| |
Total operating income | | | 112.0 | | | 10.9 | | | 264.7 | | | 221.6 | |
| |
| |
| |
| |
| |
| Total other income (expense), net | | | 30.4 | | | 32.8 | | | 106.1 | | | (170.5 | ) |
| |
| |
| |
| |
| |
| Earnings from cont. operations before income taxes and min. int. | | | 142.4 | | | 43.7 | | | 370.8 | | | 51.1 | |
| Income tax expense | | | (44.4 | ) | | (13.1 | ) | | (133.2 | ) | | (10.6 | ) |
| Minority interest | | | (6.4 | ) | | (8.3 | ) | | (10.7 | ) | | (62.4 | ) |
| |
| |
| |
| |
| |
| Earnings (loss) from continuing operations | | | 91.5 | | | 22.3 | | | 226.9 | | | (21.9 | ) |
| Discontinued Operations, net of tax | | | 1.2 | | | (0.3 | ) | | (19.4 | ) | | 33.3 | |
| |
| |
| |
| |
| |
| Earnings before preferred dividend | | | 92.7 | | | 22.0 | | | 207.5 | | | 11.4 | |
| Preferred dividend | | | (3.3 | ) | | (3.3 | ) | | (9.8 | ) | | (9.8 | ) |
| |
| |
| |
| |
| |
| Net income available to common shareholders | | $ | 89.5 | | $ | 18.7 | | $ | 197.7 | | $ | 1.6 | |
| |
| |
| |
| |
| |
Supplemental: Depreciation | | | | | | | | | | | | | |
| IAC Travel | | $ | 10.6 | | $ | 15.5 | | $ | 30.7 | | $ | 34.6 | |
| Electronic Retailing: | | | | | | | | | | | | | |
| | HSN U.S. (g) | | | 10.4 | | | 10.9 | | | 30.8 | | | 33.9 | |
| | HSN International | | | 3.1 | | | 2.7 | | | 8.9 | | | 8.2 | |
| |
| |
| |
| |
| |
| | Total Electronic Retailing | | | 13.5 | | | 13.6 | | | 39.7 | | | 42.0 | |
| Ticketing | | | 8.6 | | | 7.2 | | | 23.7 | | | 22.2 | |
| Personals | | | 3.4 | | | 3.7 | | | 10.0 | | | 8.7 | |
| IAC Local and Media Services | | | 1.8 | | | 1.7 | | | 5.6 | | | 4.0 | |
| Financial Services and Real Estate | | | 0.8 | | | 0.4 | | | 2.6 | | | 0.4 | |
| Teleservices | | | 4.3 | | | 7.2 | | | 13.7 | | | 18.4 | |
| Corporate expense and other adjustments | | | 1.5 | | | 1.2 | | | 4.2 | | | 4.1 | |
| |
| |
| |
| |
| |
Total depreciation | | $ | 44.6 | | $ | 50.5 | | $ | 130.2 | | $ | 134.4 | |
| |
| |
| |
| |
| |
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
13
FOOTNOTES
- (a)
- Diluted net income for GAAP EPS purposes was impacted by dilutive securities of subsidiaries of $1.0 million for the three months ended September 30, 2003 and $6.2 million for the nine months ended September 30, 2003. The amount represents dilutive options and warrants held by minority interests of Expedia, Hotels.com and Ticketmaster in excess of basic shares held by minority interests, which were assumed by IAC in the buy-ins.
- (b)
- Merger costs incurred by Expedia, Hotels.com and Ticketmaster in 2003 for investment banking, legal and accounting fees were related directly to the mergers and are treated as non-recurring for calculating Operating Income Before Amortization and Adjusted Net Income. These costs were incurred solely in relation to the mergers, but may not be capitalized since Expedia, Hotels.com and Ticketmaster were considered the targets in the transaction for accounting purposes. These costs do not directly benefit operations in any manner, would not normally be recorded by IAC if not for the fact it already consolidated these entities, and are all related to the same transaction, as IAC simultaneously announced its intention to commence its exchange offer for the companies in 2002. The majority of costs are for advisory services provided by investment bankers, and the amounts incurred in 2003 were pursuant to the same fee letters entered into by each company in 2002. Given these factors, IAC believes it is appropriate to consider these costs as one-time. Operating Income Before Amortization by segment is presented before one-time items.
- (c)
- Discontinued operations in Q2 2003 included a $37 million tax benefit related to the shut-down of Styleclick.
- (d)
- In Q1 2003, IAC took a charge of $245 million pretax and $149 million after-tax, or $0.29 per diluted share, in connection with VUE's $4.5 billion impairment charge of which IAC recorded its 5.44% proportionate interest.
- (e)
- Pro forma adjustments represent the impact of the merger with Ticketmaster, which closed January 17, 2003, the merger with Hotels.com, which closed June 23, 2003, and the merger with Expedia, which closed August 8, 2003. Also included is the impact of these transactions on shares outstanding.
- (f)
- For Adjusted EPS purposes, the impact of RSUs is based on the weighted average amount of RSUs outstanding, as compared with shares outstanding for GAAP purposes, which includes RSUs on a treasury method basis.
- (g)
- As noted in previous filings, the majority of the USAB stations sold to Univision were located in the largest markets in the country and aired HSN on a 24-hour basis. As of January 2002, HSN switched its distribution in these markets directly to cable carriage. As a result, HSN incurred incremental costs to obtain carriage lost in the disengagement markets and conduct marketing activities to inform viewers of new channel positioning for the HSN service. Higher incremental costs were incurred in 2002, so disengagement costs were presented separately from HSN results when comparing 2003 results to 2002. Comparable costs are expected to be incurred in 2004 in relation to 2003, and HSN's results are presented including disengagement costs in each period.
SEE IMPORTANT NOTES AT THE END OF THIS DOCUMENT
14
DEFINITIONS OF NON-GAAP MEASURES
Operating Income Before Amortization is defined as operating income plus: (1) amortization of non-cash distribution, marketing and compensation expense, (2) amortization of intangibles and goodwill impairment, if applicable, (3) pro forma adjustments for significant acquisitions and (4) 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 payments to partners, 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 plus: (1) amortization of non-cash distribution, marketing and compensation expense, (2) amortization of intangibles and goodwill impairment, if applicable, (3) pro forma adjustments for significant acquisitions, (4) equity income or loss from IAC's 5.44% interest in VUE, (5) one-time items, net of related tax, and minority interest and (6) discontinued operations, net of tax. 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 weighted fully diluted shares outstanding for Adjusted EPS purposes. We include dilution from options and warrants per the treasury stock method and include all shares relating to restricted stock/share units ("RSU") in shares outstanding for Adjusted EPS. This differs from the GAAP method for including RSUs, which treats them on a treasury method basis. 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 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, including preferred dividends received from VUE, less capital expenditures, investments to fund HSN International unconsolidated operations and preferred dividends paid by IAC. In addition, Free Cash Flow includes tax distributions on the VUE common and preferred interests upon receipt of the distributions by IAC. 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.
We endeavor to compensate for the limitations of the non-GAAP measures presented by also providing the comparable GAAP measures, GAAP financial statements, and descriptions of the reconciling items and adjustments, to derive the non-GAAP measures.
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For IAC's Principles of Financial Reporting, a detailed explanation of why we believe these non-GAAP measures are useful to investors and management, please refer to IAC's website athttp://www.iac.com/index/investors.htm.
Explanation of Comparable Net Revenue and Reported Revenue: As part of the integration of IACT's businesses, Hotels.com conformed its merchant hotel business practices with those of the other IACT businesses. As a result, beginning January 1, 2004, IAC commenced prospectively reporting revenue for Hotels.com on a net basis, consistent with Expedia's historical practice. Accordingly, we are including prior year results as though Hotels.com had reported revenue on a net basis for purposes of better comparability. There was no impact to operating income or Operating Income Before Amortization from the change in reporting.
Conference Call
IAC will audiocast its conference call with investors and analysts discussing the company's third quarter financial results and certain forward-looking information on Wednesday, November 3, 2004, at 11:00 a.m. Eastern Time (ET). The live audiocast is open to the public athttp://www.iac.com/index/investors.htm.
Additional Information And Where To Find It
Safe Harbor Statement Under The Private Securities Litigation Reform Act Of 1995
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements relating to IAC's anticipated financial performance, business prospects, new developments and similar matters, and/or statements preceded by, followed by or that include the words "believes," "could," "expects," "anticipates," "estimates," "intends," "plans," or similar expressions. These forward-looking statements are based on management's current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those suggested by the forward-looking statements due to a variety of factors, including changes in business, political, and economic conditions due to the threat of future terrorist activity or otherwise, actions and initiatives by current and potential competitors, changes in the availability of favorably priced inventory, changes in occupancy rates, the effect of current and future legislation or regulation, the ability to make cost efficient expenditures in connection with expanding our reach, the ability to expand our reach into international markets, and certain other additional factors described in IAC's filings with the Securities and Exchange Commission. Other unknown or unpredictable factors also could have material adverse effects on IAC's future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release.
IAC is not under any obligation and does not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release to reflect circumstances existing after the date of this press release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.
About IAC/InterActiveCorp
IAC operates leading and diversified businesses in sectors being transformed by the internet, online and offline... our mission is to harness the power of interactivity to make daily life easier and more productive for people all over the world.
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IAC consists of IAC Travel, which includes Expedia, Hotels.com, Hotwire, Interval International, Classic Custom Vacations and Expedia Corporate Travel; HSN; Ticketmaster, which oversees ReserveAmerica; Match.com; Precision Response Corporation; IAC Local and Media Services, which includes Citysearch, Evite, Entertainment Publications, TripAdvisor and ServiceMagic; IAC Financial Services and Real Estate, which includes LendingTree, RealEstate.com, GetSmart, and Domania; and IAC Interactive Development which includes ZeroDegrees.
Contact Us
IAC Investor Relations
Roger Clark / Lauren Porat
(212) 314-7400
IAC Corporate Communications
Deborah Roth / Andrea Riggs
(212) 314-7254 / 7280
IAC/InterActiveCorp
152 West 57th Street, 42nd Floor New York, NY 10019 212.314.7300 Fax 212.314.7309www.iac.com
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QuickLinks
IAC REPORTS Q3 2004 RESULTSSEGMENT RESULTSDISCUSSION OF FINANCIAL AND OPERATING RESULTSOUTLOOKSEGMENT OPERATING METRICSGAAP FINANCIAL STATEMENTSDILUTIVE SECURITIESLIQUIDITY AND CAPITAL RESOURCESRECONCILIATIONS OF GAAP TO NON-GAAP MEASURESDEFINITIONS OF NON-GAAP MEASURES