Exhibit 99.1
FOR IMMEDIATE RELEASE
IAC REPORTS Q3 RESULTS
NEW YORK—November 1, 2005—IAC/InterActiveCorp (Nasdaq: IACI) reported Q3 results today.
Q3 SUMMARY RESULTS |
$ in millions (except per share amounts) |
| | Q3 2005 | | Q3 2004 | | Growth | |
Revenue | | $ | 1,483.3 | | $ | 957.3 | | 55 | % |
Operating Income Before Amortization | | $ | 156.3 | | $ | 76.9 | | 103 | % |
Adjusted Net Income | | $ | 114.6 | | $ | 70.4 | | 63 | % |
Adjusted EPS | | $ | 0.32 | | $ | 0.19 | | 69 | % |
Operating Income | | $ | 21.3 | | $ | 16.8 | | 27 | % |
Net Income | | $ | 68.1 | | $ | 89.5 | | -24 | % |
GAAP Diluted EPS | | $ | 0.19 | | $ | 0.24 | | -20 | % |
Overall Highlights
• IAC performed strongly with growth from each of its principal sectors.
• Operating Income Before Amortization margins increased by 250 basis points versus the prior year period.
• IAC repurchased 18.1 million shares of its common stock between July 1 and October 28, 2005, at an average price of $25.36.
• Operating income was impacted by a non-cash compensation charge of $67 million related to the Expedia spin-off (please see page 7 for more information).
Sector Highlights
• Retailing benefited from the inclusion of Cornerstone Brands and improved top-line results at HSN, though gross margins declined slightly. Online demand was strong and now represents 23% of IAC’s U.S. Retailing business.
• Services was driven by significant growth at LendingTree, particularly from closing loans in its own name along with double-digit growth from the Lending exchange, strong domestic concert and sporting event ticket sales, and international expansion in Ticketing.
• Media & Advertising now includes Ask Jeeves which increased its share of U.S. search queries to 6.4% in September (source: comScore) and the decision to reduce the number of sponsored search results on Ask’s U.S. site is tracking favorably. Citysearch strengthened its position in local online pay-for-performance advertising and delivered its second consecutive quarter of profitable growth. Unique users at Citysearch increased 168% to record levels.
• Membership & Subscriptions was led by record results at Personals, which increased worldwide subscribers by 19% and recently launched Chemistry.com, a new premium relationship service. Vacations had soft top-line growth but strong bottom-line performance and launched an online travel and lifestyle membership club.
IAC acquired Ask Jeeves on July 19, and spun-off Expedia to shareholders and effected a 1-for-2 reverse stock split on August 9. Accordingly, results for Ask Jeeves are included from the date of acquisition, and results for Expedia prior to the spin-off are treated as discontinued operations. Please see page 10 for GAAP financial statements, and page 16 for definitions of non-GAAP measures.
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1
SECTOR RESULTS
Sector results for the third quarter ended September 30 were as follows ($ in millions):
| | Q3 2005 | | Q3 2004 | | Growth | |
REVENUE | | | | | | | |
Retailing | | $ | 749.5 | | 509.1 | | 47 | % |
Services | | 486.2 | | 306.3 | | 59 | % |
Media & Advertising | | 83.5 | | 7.9 | | 958 | % |
Membership & Subscriptions | | 162.8 | | 138.9 | | 17 | % |
Emerging Businesses | | 9.6 | | 1.7 | | 466 | % |
Other | | (8.3 | ) | (6.6 | ) | -26 | % |
Total | | $ | 1,483.3 | | $ | 957.3 | | 55 | % |
OPERATING INCOME BEFORE AMORTIZATION | | | | | | | |
Retailing | | $ | 54.0 | | $ | 40.2 | | 34 | % |
Services | | 86.0 | | 45.1 | | 91 | % |
Media & Advertising | | 9.3 | | (2.4 | ) | NM | |
Membership & Subscriptions | | 36.1 | | 16.7 | | 116 | % |
Emerging Businesses | | (2.4 | ) | 0.0 | | NM | |
Corporate | | (26.6 | ) | (22.8 | ) | -17 | % |
Total | | $ | 156.3 | | $ | 76.9 | | 103 | % |
OPERATING INCOME (LOSS) | | | | | | | |
Retailing | | $ | 38.0 | | $ | 26.6 | | 43 | % |
Services | | 69.6 | | 31.1 | | 124 | % |
Media & Advertising | | (0.9 | ) | (12.1 | ) | 93 | % |
Membership & Subscriptions | | 27.4 | | 6.8 | | 302 | % |
Emerging Businesses | | (2.4 | ) | (0.2 | ) | -1244 | % |
Corporate | | (110.4 | ) | (35.5 | ) | -211 | % |
Total | | $ | 21.3 | | $ | 16.8 | | 27 | % |
Please see discussion of financial and operating results beginning on page 3, and reconciliations to the comparable GAAP measures and further segment detail beginning on page 13.
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2
DISCUSSION OF FINANCIAL AND OPERATING RESULTS
RETAILING
| | Q3 2005 | | Q3 2004 | | Growth | |
| | $ in millions | |
Revenue | | | |
U.S. | | $ | 664.3 | | $ | 437.1 | | 52 | % |
International | | 85.2 | | 72.0 | | 18 | % |
| | $ | 749.5 | | $ | 509.1 | | 47 | % |
Operating Income Before Amortization | | | | | | | |
U.S. | | $ | 56.7 | | $ | 43.1 | | 31 | % |
International | | (2.8 | ) | (2.9 | ) | 6 | % |
| | $ | 54.0 | | $ | 40.2 | | 34 | % |
Operating Income (Loss) | | | | | | | |
U.S. | | $ | 41.1 | | $ | 29.9 | | 37 | % |
International | | (3.1 | ) | (3.3 | ) | 6 | % |
| | $ | 38.0 | | $ | 26.6 | | 43 | % |
Retailing results were driven primarily by the inclusion of Cornerstone Brands, which was acquired in April 2005 and accordingly is not reflected in the prior year results. U.S. Retailing also includes HSN, which modestly improved its revenue growth as compared to the second quarter. While still in the early stages, the integration of Cornerstone Brands is underway with a number of products now being tested on HSN and HSN.com in anticipation of increased cross-selling in 2006.
U.S. Retailing revenue benefited from a 35% increase in units shipped, principally reflecting Cornerstone Brands as well as strong growth at HSN.com. Profits grew at a slower pace than revenue due to the inclusion of Cornerstone Brands (catalogs have relatively higher operating expenses) and lower gross profit margins at HSN resulting primarily from increased clearance sales and markdowns. Prior year results were adversely impacted by the Florida hurricanes, which resulted in programming disruptions and increased costs, due to mandatory evacuations. As compared to its prior year period, Cornerstone Brands grew revenue at a double-digit rate.
International Retailing grew revenue by 18%, while profits grew more slowly due principally to gross margin declines. Foreign exchange had little impact on the results during the quarter.
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3
SERVICES
| | Q3 2005 | | Q3 2004 | | Growth | |
| | $ in millions | |
Revenue | | | | | | | |
Ticketing | | $ | 227.5 | | $ | 182.0 | | 25 | % |
Lending | | 142.8 | | 39.9 | | 258 | % |
Real Estate | | 16.3 | | 8.1 | | 102 | % |
Teleservices | | 87.4 | | 74.5 | | 17 | % |
Home Services | | 12.2 | | 1.9 | | 550 | % |
| | $ | 486.2 | | $ | 306.3 | | 59 | % |
Operating Income Before Amortization | | | | | | | |
Ticketing | | $ | 49.9 | | $ | 32.4 | | 54 | % |
Lending | | 30.6 | | 7.7 | | 298 | % |
Real Estate | | (2.4 | ) | (1.2 | ) | -102 | % |
Teleservices | | 4.4 | | 5.9 | | -26 | % |
Home Services | | 3.5 | | 0.2 | | 1508 | % |
| | $ | 86.0 | | $ | 45.1 | | 91 | % |
Operating Income (Loss) | | | | | | | |
Ticketing | | $ | 42.8 | | $ | 25.2 | | 70 | % |
Lending | | 25.3 | | 2.6 | | 878 | % |
Real Estate | | (5.4 | ) | (2.8 | ) | -95 | % |
Teleservices | | 4.4 | | 5.9 | | -26 | % |
Home Services | | 2.6 | | 0.2 | | 1091 | % |
| | $ | 69.6 | | $ | 31.1 | | 124 | % |
Services results were driven by significant growth at LendingTree, particularly from closing loans in its own name along with double-digit growth from the Lending exchange, strong domestic concert and sporting event ticket sales, and international expansion in Ticketing. The segment formerly known as Financial Services & Real Estate is now being reported as separate segments, Lending and Real Estate.
Worldwide ticket sales increased by 28% and the gross value of tickets increased by 30%. Domestic Ticketing revenue increased 29%. International Ticketing revenue grew by 16%, or 14% excluding the benefit of foreign exchange. Ticketmaster’s purchase of the remaining interest in its Australian joint venture (in April 2005) and an acquisition in Finland (in August 2004) contributed 20% of Ticketing’s overall revenue growth. Ticketing profit growth was attributable to higher tickets sales and increased cross-selling on behalf of IAC businesses and other affiliates.
The significantly higher revenue and profit generated from the loans LendingTree is closing in its own name and improved conversion of customer traffic into revenue-generating transactions benefited Lending’s results. Refinance mortgages performed strongly and increased as a percent of revenue from the prior year period, while revenue from purchase and home equity loans also increased. Lending profits grew faster than revenue due primarily to lower marketing expenses as a percentage of revenue, offset partially by lower gross margins as a percentage of revenue due to the higher costs related to originating, funding and closing loans.
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4
Real Estate revenue was driven by a 34% increase in closings, primarily due to the acquisition of iNest in October 2004, and double-digit growth in the company’s other real estate businesses. Real Estate losses increased principally due to higher marketing expenses relating to a test advertising campaign for RealEstate.com. RealEstate.com now makes available 1.5 million home listings.
Home Services includes ServiceMagic which was acquired in September 2004. ServiceMagic acquired ImproveNet in August 2005 and these two businesses have integrated their operations. The business continues to scale its network of service providers.
MEDIA & ADVERTISING
| | Q3 2005 | | Q3 2004 | | Growth | |
| | $ in millions | |
Revenue | | $ | 83.5 | | $ | 7.9 | | 958 | % |
Operating Income Before Amortization | | $ | 9.3 | | $ | (2.4 | ) | NM | |
Operating Loss | | $ | (0.9 | ) | $ | (12.1 | ) | 93 | % |
Media & Advertising’s results largely reflect Ask Jeeves, which was acquired in July 2005 and therefore is not included for the entire period. Ask Jeeves’ properties increased their share of U.S. search queries to 6.4% in September (source: comScore). Ask Jeeves’ decision to significantly reduce the number of sponsored search results on its site is believed to have enhanced the search experience for users. Sector results were also favorably impacted by increased pay-for-performance revenue and lower operating expenses at Citysearch, which contributed positive earnings in the quarter.
For the full quarter, as compared to its prior year period, Ask Jeeves increased revenue by 15%. This was attributable primarily to an increase in queries in North America. Growth rates were adversely impacted by the reduced monetization efforts, as anticipated. Profit margins at Ask Jeeves also declined due to increased sales and marketing expense and higher revenue share payments to third party traffic sources.
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5
MEMBERSHIP & SUBSCRIPTIONS
| | Q3 2005 | | Q3 2004 | | Growth | |
| | $ in millions | |
Revenue | | | | | | | |
Vacations | | $ | 66.1 | | $ | 63.6 | | 4 | % |
Personals | | 66.0 | | 49.7 | | 33 | % |
Discounts | | 30.8 | | 25.6 | | 20 | % |
| | $ | 162.8 | | $ | 138.9 | | 17 | % |
Operating Income Before Amortization | | | | | | | |
Vacations | | $ | 26.6 | | $ | 22.5 | | 18 | % |
Personals | | 16.6 | | 4.5 | | 271 | % |
Discounts | | (7.1 | ) | (10.3 | ) | 31 | % |
| | $ | 36.1 | | $ | 16.7 | | 116 | % |
Operating Income (Loss) | | | | | | | |
Vacations | | $ | 20.2 | | $ | 16.2 | | 25 | % |
Personals | | 15.8 | | 2.8 | | 472 | % |
Discounts | | (8.6 | ) | (12.1 | ) | 29 | % |
| | $ | 27.4 | | $ | 6.8 | | 302 | % |
Membership & Subscriptions results were led by record revenue and profits at Personals, which increased paid subscribers by 19%, attributable largely to Match.com’s successful marketing efforts in the U.S., continued international expansion, and higher revenue per subscriber. Revenue growth at Vacations was slower than in prior quarters due to inventory constraints reflective of high-occupancy levels in the travel industry, as well as slightly fewer vacation confirmations as compared to the prior year period.
Vacations revenue growth was driven by a 5% increase in members and higher average fees. Vacations profit growth was attributable to increased revenue and higher gross margins, partially offset by costs associated with its newly launched online travel and lifestyle membership club. 22% of vacations were confirmed online during the quarter, versus 20% in the prior year period.
Personals revenue growth benefited from higher average prices for packages. International subscribers grew by 13% driven by expansion in several markets, most notably in Scandinavia and Latin America. Personals profit growth was attributable to higher revenue partially offset by higher marketing expenses, start-up costs in connection with Chemistry.com, a newly launched premium relationship service, and charges in the prior year period related to the elimination of non-core businesses.
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6
OTHER ITEMS
Operating Income Before Amortization was impacted by a 17% increase in corporate and other expense to $26.6 million, including transaction expenses related to the spin-off of $2.1 million in Q3 (and $16.1 million year-to-date). Operating income was impacted by the increase noted above, plus significantly higher non-cash compensation expense. The increase in non-cash compensation was principally due to a $67 million charge (or $49 million, net of tax) related to the treatment of vested stock options in connection with the Expedia spin-off. To a lesser degree, non-cash compensation increased due to the acquisitions of Cornerstone and Ask Jeeves. These increases were partially offset by a reduction in non-cash compensation expense of $5.5 million due to the cumulative effect of a change in the Company’s estimate related to the number of stock-based awards that are expected to vest.
Other income was impacted by a $9.4 million gain reflecting changes to the fair value during the period ended September 30, 2005 of the derivatives that were created in the Expedia spin-off. The derivatives arise due to IAC’s obligation to deliver both IAC and Expedia shares upon the conversion of the Ask Jeeves notes and the exercise of certain IAC warrants. Net income was also adversely impacted by the decreased contribution of our discontinued operations due primarily to including Expedia’s results through August 9, as compared to the entire third quarter in the prior year.
The consolidated effective tax rates for continuing operations and adjusted net income were 17% and 32% in Q3 2005 compared to 15% and 26%, respectively, in Q3 2004. The Q3 2005 effective tax rates were lower than the statutory rate of 35% due principally to the recognition of a capital loss, a non-taxable gain associated with derivatives, interest received on IRS refunds, and net adjustments related to the reconciliation of provision accruals to tax returns. These favorable items were partially offset by state taxes. With respect to continuing operations, these items were further offset by non-deductible non-cash compensation. In 2004, the effective tax rate for continuing operations and adjusted net income was lower than the statutory rate due to tax-exempt interest and foreign tax credits, partially offset by state taxes and foreign losses for which no benefit was recognized.
LIQUIDITY AND CAPITAL RESOURCES
During 2005, $1.6 billion in cash has been used to fund common share repurchases through October 28. IAC repurchased 18.1 million shares of common stock from the spin-off through October 28, at an average price of $25.36. Prior to the spin-off, IAC repurchased 26.4 million common shares at an average price of $24.67. Additionally, in connection with the sale of its interest in VUE in June, IAC received 28.3 million IAC common shares as part of the consideration. The common share numbers for periods prior to the spin-off are stated after giving effect to the reverse stock split and the average price for repurchases prior to the spin-off has been adjusted for both the reverse stock split and the value of the spin-off. Also, 13.1 million shares of preferred stock for $656 million in cash were put to IAC in connection with the spin-off.
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7
LIQUIDITY AND CAPITAL RESOURCES – continued
Subsequent to September 30, 2005, there are some significant items which will impact our net cash position of $1.4 billion. After giving effect to these items, and adjusting for debt that is non-recourse to IAC, the Company would have had approximately $1.3 billion in net cash and securities as of September 30 as follows (rounding differences may exist):
| | Cash & Securities | | Debt | | Net Cash (Debt) | |
| | ($ in billions) | |
| | | | | | | |
As reported as of September 30, 2005 (a) | | $ | 3.1 | | $ | 1.8 | | $ | 1.4 | |
LendingTree Loan’s debt non-recourse to IAC | | — | | (0.4 | ) | 0.4 | |
Sub-total | | 3.1 | | 1.4 | | 1.8 | |
Pro forma adjustments: | | | | | | | |
Income tax on sale of VUE interests (12/05) | | (0.2 | ) | — | | (0.2 | ) |
Common share repurchases (10/1 - 10/28/05) | | (0.2 | ) | — | | (0.2 | ) |
Maturity of 6.75% senior notes (11/15/05) | | (0.4 | ) | (0.4 | ) | — | |
Pro forma as of September 30, 2005 | | $ | 2.3 | | $ | 1.0 | | $ | 1.3 | |
(a) | | Includes restricted cash and cash and marketable securities in net funds collected on behalf of Ticketing clients. |
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).
| | Shares | | Avg. Strike/ Conversion | | As of 10/28/05 | | Dilution at: | |
Share Price | | | | | | $ | 25.65 | | $ | 30.00 | | $ | 35.00 | | $ | 40.00 | | $ | 45.00 | |
Absolute Shares as of 10/28/05 | | 319.2 | | | | 319.2 | | 319.2 | | 319.2 | | 319.2 | | 319.2 | |
RSUs | | 5.8 | | | | 5.8 | | 5.8 | | 5.8 | | 5.8 | | 5.8 | |
Options | | 41.8 | | $ | 17.14 | | 12.2 | | 13.3 | | 14.3 | | 15.0 | | 15.5 | |
Warrants | | 35.3 | | $ | 27.81 | | 4.5 | | 5.5 | | 7.9 | | 10.4 | | 13.1 | |
Convertible Notes | | 4.3 | | $ | 14.82 | | 4.3 | | 4.3 | | 4.3 | | 4.3 | | 4.3 | |
Other | | 0.2 | | | | 0.2 | | 0.2 | | 0.1 | | 0.1 | | 0.1 | |
Total Treasury Method Dilution | | | | | | 27.0 | | 29.1 | | 32.4 | | 35.7 | | 38.9 | |
% Dilution | | | | | | 7.8 | % | 8.4 | % | 9.2 | % | 10.0 | % | 10.9 | % |
Total Treasury Method Diluted Shares Outstanding | | 346.3 | | 348.4 | | 351.7 | | 354.9 | | 358.1 | |
| | | | | | | | | | | | | | | | | | | | | |
IAC has outstanding approximately 6.1 million shares of restricted stock and restricted stock units (“RSUs”), which generally vest over five years from date of grant, including 3.1 million issued in 2005, and 0.3 million which will be settled in cash and therefore have no dilutive effect.
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8
OPERATING METRICS
| | | | Q3 2005 | | Q3 2004 | | Growth | |
RETAILING | | | | | | | | | |
Retailing - U.S. | | | | | | | | | |
Units shipped (mm) | | | | 12.4 | | 9.2 | | 35 | % |
Gross profit% | | | | 37.6 | % | 38.2 | % | | |
Return rate | | | | 16.4 | % | 15.4 | % | | |
Average price point | | | | $58.89 | | $51.60 | | 14 | % |
Internet% | | (a | ) | 23 | % | 15 | % | | |
HSN total homes - end of period (mm) | | | | 88.9 | | 85.0 | | 5 | % |
Catalogs mailed (mm) | | | | 92.3 | | 18.8 | | 391 | % |
SERVICES | | | | | | | | | |
Ticketing | | | | | | | | | |
Number of tickets sold (mm) | | | | 28.9 | | 22.6 | | 28 | % |
Gross value of tickets sold (mm) | | | | $1,432 | | $1,103 | | 30 | % |
Lending | | | | | | | | | |
Transmitted QF’s (000s) | | (b | ) | 879.4 | | 579.6 | | 52 | % |
Closings - units (000s) | | (c | ) | 75.8 | | 65.9 | | 15 | % |
Closings - dollars ($mm) | | | | $9,934 | | $6,871 | | 45 | % |
Real Estate | | | | | | | | | |
Closings - units (000s) | | | | 4.0 | | 3.0 | | 34 | % |
Closings - dollars ($mm) | | | | $1,068 | | $762 | | 40 | % |
MEDIA & ADVERTISING | | | | | | | | | |
Ask Jeeves Revenue by traffic source (pro forma) | | | | | | | | | |
Proprietary | | | | 65.9 | % | 65.7 | % | | |
Network | | | | 34.1 | % | 34.3 | % | | |
MEMBERSHIP & SUBSCRIPTIONS | | | | | | | | | |
Vacations | | | | | | | | | |
Members (000s) | | | | 1,764 | | 1,681 | | 5 | % |
Confirmations (000s) | | | | 202 | | 204 | | -1 | % |
Share of confirmations online | | | | 22 | % | 20 | % | | |
Personals | | | | | | | | | |
Paid Subscribers (000s) | | | | 1,178.9 | | 989.8 | | 19 | % |
(a) Internet demand as a percent of total Retailing - U.S. demand excluding Liquidations and Services.
(b) Customer “Qualification Forms” (QFs) transmitted to at least one exchange lender (including LendingTree Loans) plus QFs transmitted to at least one GetSmart lender.
(c) Loan closings consist of loans closed by exchange lenders and directly by LendingTree Loans.
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9
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, | |
| | 2005 | | 2004 | | 2005 | | 2004 | |
Service revenue | | $ | 693,833 | | $ | 415,317 | | $ | 1,831,097 | | $ | 1,279,796 | |
Product sales | | 789,464 | | 541,976 | | 2,215,732 | | 1,673,296 | |
Net revenue | | 1,483,297 | | 957,293 | | 4,046,829 | | 2,953,092 | |
Cost of sales-service revenue | | 321,657 | | 222,562 | | 887,571 | | 681,386 | |
Cost of sales-product sales | | 482,493 | | 322,649 | | 1,352,310 | | 1,024,155 | |
Gross profit | | 679,147 | | 412,082 | | 1,806,948 | | 1,247,551 | |
Selling and marketing expense | | 264,378 | | 138,891 | | 679,681 | | 414,755 | |
General and administrative expense | | 168,234 | | 119,912 | | 488,493 | | 356,018 | |
Other operating expense | | 35,134 | | 22,839 | | 87,585 | | 63,260 | |
Amortization of cable distribution fees | | 17,403 | | 18,046 | | 51,183 | | 53,079 | |
Amortization of non-cash distribution and marketing expense | | — | | — | | — | | 1,301 | |
Amortization of non-cash compensation expense | | 84,775 | | 13,495 | | 113,778 | | 47,761 | |
Amortization of intangibles | | 50,176 | | 46,605 | | 133,933 | | 142,636 | |
Depreciation expense | | 37,730 | | 35,514 | | 108,141 | | 104,651 | |
Operating income | | 21,317 | | 16,780 | | 144,154 | | 64,090 | |
Other income (expense): | | | | | | | | | |
Interest income | | 20,062 | | 45,847 | | 115,075 | | 134,437 | |
Interest expense | | (11,108 | ) | (20,456 | ) | (51,718 | ) | (59,083 | ) |
Gain on sale of VUE | | (0 | ) | — | | 523,487 | | — | |
Equity in the income of VUE | | (0 | ) | 607 | | 21,960 | | 11,293 | |
Equity in the income of unconsolidated affiliates and other | | 14,263 | | (1,354 | ) | 33,753 | | 13,475 | |
Total other income, net | | 23,217 | | 24,644 | | 642,557 | | 100,122 | |
Earnings from continuing operations before income taxes and minority interest | | 44,534 | | 41,424 | | 786,711 | | 164,212 | |
Income tax benefit (expense) | | (7,635 | ) | (6,215 | ) | (311,652 | ) | (53,609 | ) |
Minority interest in income of consolidated subsidiaries | | (527 | ) | (672 | ) | (1,951 | ) | (1,685 | ) |
Earnings from continuing operations | | 36,372 | | 34,537 | | 473,108 | | 108,918 | |
Gain on sale of Euvia, net of tax | | (0 | ) | — | | 79,648 | | — | |
Income from discontinued operations, net of tax | | 33,117 | | 58,204 | | 210,327 | | 98,546 | |
Earnings before preferred dividends | | 69,489 | | 92,741 | | 763,083 | | 207,464 | |
Preferred dividends | | (1,412 | ) | (3,263 | ) | (7,938 | ) | (9,789 | ) |
Net earnings available to common shareholders | | $ | 68,077 | | $ | 89,478 | | $ | 755,145 | | $ | 197,675 | |
Earnings per share | | | | | | | | | |
Basic earnings per share from continuing operations | | $ | 0.11 | | $ | 0.09 | | $ | 1.40 | | $ | 0.28 | |
Diluted earnings per share from continuing operations | | $ | 0.10 | | $ | 0.09 | | $ | 1.33 | | $ | 0.27 | |
Basic earnings per share | | $ | 0.21 | | $ | 0.26 | | $ | 2.27 | | $ | 0.57 | |
Diluted earnings per share | | $ | 0.19 | | $ | 0.24 | | $ | 2.14 | | $ | 0.53 | |
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10
IAC CONSOLIDATED BALANCE SHEET
(unaudited; $ in thousands)
| | September 30, | | December 31, | |
| | 2005 | | 2004 | |
ASSETS | |
CURRENT ASSETS | | | | | |
Cash and cash equivalents | | $ | 909,398 | | $ | 999,698 | |
Restricted cash and cash equivalents | | 117,425 | | 41,377 | |
Marketable securities | | 2,103,160 | | 2,409,745 | |
Accounts and notes receivable, net | | 497,822 | | 353,579 | |
Loans available for sale, net | | 416,683 | | 206,256 | |
Inventories, net | | 428,599 | | 240,917 | |
Deferred income taxes | | 123,261 | | 107,220 | |
Other current assets | | 182,713 | | 100,148 | |
Assets held for sale | | 1,401 | | 339,880 | |
Current assets of discontinued operations | | 4,602 | | 316,947 | |
Total current assets | | 4,785,064 | | 5,115,767 | |
Total property, plant and equipment, net | | 536,876 | | 427,257 | |
Goodwill | | 7,356,999 | | 5,361,825 | |
Intangible assets, net | | 1,610,938 | | 1,054,302 | |
Long-term investments | | 86,522 | | 1,469,020 | |
Preferred interest exchangeable for common stock | | — | | 1,428,530 | |
Cable distribution fees, net | | 42,767 | | 77,484 | |
Notes receivable and advances, net of current portion | | 639 | | 615 | |
Deferred charges and other | | 283,067 | | 94,597 | |
Non-current assets of discontinued operations | | 7,473 | | 7,369,468 | |
TOTAL ASSETS | | $ | 14,710,345 | | $ | 22,398,865 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
CURRENT LIABILITIES | | | | | |
Current maturities of long-term obligations and short-term borrowings | | $ | 817,325 | | $ | 562,953 | |
Accounts payable, trade | | 288,619 | | 259,510 | |
Accounts payable, client accounts | | 290,645 | | 176,921 | |
Accrued distribution fees | | 28,939 | | 36,903 | |
Deferred revenue | | 123,146 | | 99,258 | |
Deferred income taxes | | 287 | | — | |
Income tax payable | | 628,035 | | 56,672 | |
Other accrued liabilities | | 514,503 | | 389,365 | |
Liabilities held for sale | | — | | 295,773 | |
Current liabilities of discontinued operations | | 18,072 | | 1,015,083 | |
Total current liabilities | | 2,709,571 | | 2,892,438 | |
Long-term obligations, net of current maturities | | 962,975 | | 796,715 | |
Other long-term liabilities | | 204,539 | | 101,332 | |
Non-current liabilities of discontinued operations | | 8,319 | | 423,521 | |
Deferred income taxes | | 1,346,371 | | 2,130,386 | |
Common stock exchangeable for preferred interest | | — | | 1,428,530 | |
Minority interest | | 5,237 | | 20,639 | |
Total shareholders’ equity | | 9,473,333 | | 14,605,304 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 14,710,345 | | $ | 22,398,865 | |
SEE IMPORTANT NOTES AT END OF THIS DOCUMENT
11
IAC CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; $ in thousands)
| | Nine Months Ended, | |
| | 2005 | | 2004 | |
Cash flows from operating activities: | | | | | |
Earnings from continuing operations | | $ | 473,108 | | $ | 108,918 | |
Adjustments to reconcile earnings from continuing operations to net cash (used in) provided by operating activities: | | | | | |
Depreciation and amortization | | 242,074 | | 247,287 | |
Amortization of non-cash distribution and marketing expense | | — | | 1,301 | |
Amortization of non-cash compensation expense | | 113,778 | | 47,761 | |
Amortization of cable distribution fees | | 51,183 | | 53,079 | |
Deferred income taxes | | (1,054,605 | ) | 64,975 | |
Gain on sale of VUE | | (523,487 | ) | — | |
Equity in income of unconsolidated affiliates, including VUE | | (39,580 | ) | (24,024 | ) |
Non-cash interest income | | (29,511 | ) | (30,854 | ) |
Minority interest in income of consolidated subsidiaries | | 1,951 | | 1,685 | |
Increase in cable distribution fees | | (20,067 | ) | (17,770 | ) |
Changes in current assets and liabilities: | | | | | |
Accounts and notes receivable | | (6,450 | ) | 11,372 | |
Loans available for sale | | (210,376 | ) | — | |
Inventories | | (92,944 | ) | (63,228 | ) |
Prepaids and other assets | | (12,031 | ) | (2,516 | ) |
Accounts payable and accrued liabilities | | 548,778 | | (112,843 | ) |
Deferred revenue | | 32,308 | | 24,310 | |
Funds collected by Ticketmaster on behalf of clients, net | | 78,666 | | 38,639 | |
Other, net | | (4,963 | ) | (2,661 | ) |
Net cash (used in) provided by operating activities | | (452,168 | ) | 345,431 | |
Cash flows provided by (used in) investing activities: | | | | | |
Acquisitions, net of cash acquired | | (682,809 | ) | (172,371 | ) |
Capital expenditures | | (175,660 | ) | (120,448 | ) |
(Increase) decrease in long-term investments and notes receivable | | (28,707 | ) | 26,570 | |
Purchase of marketable securities | | (1,943,180 | ) | (2,726,133 | ) |
Proceeds from sale of marketable securities | | 2,324,303 | | 2,185,047 | |
Proceeds from sale of VUE | | 1,882,291 | | — | |
Proceeds from sale of Euvia | | 183,016 | | — | |
Other, net | | 31,334 | | 1,175 | |
Net cash provided by (used in) investing activities | | 1,590,588 | | (806,160 | ) |
Cash flows used in financing activities: | | | | | |
Borrowings | | 80,000 | | (0 | ) |
Increase in warehouse loans payable | | 205,644 | | — | |
Principal payments on long-term obligations | | (38,344 | ) | (1,060 | ) |
Purchase of treasury stock | | (1,420,402 | ) | (429,507 | ) |
Proceeds from issuance of common stock, including stock options | | 80,734 | | 94,057 | |
Redemption of preferred stock | | (655,727 | ) | — | |
Preferred dividends | | (7,938 | ) | (9,789 | ) |
Other, net | | (45,902 | ) | 658 | |
Net cash used in financing activities | | (1,801,935 | ) | (345,641 | ) |
Net cash provided by discontinued operations | | 599,771 | | 1,021,718 | |
Effect of exchange rates changes on cash and cash equivalents | | (26,556 | ) | 9,980 | |
Net (decrease) increase in cash and cash equivalents | | (90,300 | ) | 225,328 | |
Cash and cash equivalents at beginning of period | | 999,698 | | 759,617 | |
Cash and cash equivalents at end of period | | $ | 909,398 | | $ | 984,945 | |
SEE IMPORTANT NOTES AT END OF THIS DOCUMENT
12
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
IAC RECONCILIATION OF CASH FLOW FROM OPERATIONS TO FREE CASH FLOW
(unaudited; in millions)
| | Nine Months Ended September 30, | |
| | 2005 | | 2004 | |
Net Cash Provided by Operating Activities | | $ | (452.2 | ) | $ | 345.4 | |
Warehouse loans payable | | 205.6 | | — | |
Capital expenditures | | (175.7 | ) | (120.4 | ) |
Tax Payments related to the VUE Gain | | 652.8 | | — | |
Preferred dividend paid | | (7.9 | ) | (9.8 | ) |
Free Cash Flow | | $ | 222.7 | | $ | 215.2 | |
For the nine months ended September 30, 2005, consolidated Free Cash Flow increased by $7.5 million due primarily to higher earnings, and Ticketing client cash, offset by higher capital expenditures, higher cash taxes paid other than the taxes paid on the VUE gain, and higher uses of working capital. Free Cash Flow includes an increase in warehouse loans payable in Lending, which is offset by a use of working capital related to an increase in loans held for sale. We exclude cash taxes paid on the gain on the sale of IAC’s interest in VUE in the determination of Free Cash Flow because the proceeds on the sale are excluded from cash provided by operating activities. Ticketing client cash contributed $78.7 million to the change in operating cash flows, versus $38.6 million in the prior year.
IAC RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
(unaudited; in thousands except per share amounts)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | 2005 | | 2004 | | 2005 | | 2004 | |
Diluted earnings per share | | $ | 0.19 | | $ | 0.24 | | $ | 2.14 | | $ | 0.53 | |
GAAP diluted weighted average shares outstanding | | 351,255 | | 366,893 | | 356,285 | | 372,757 | |
Net income | | $ | 68,077 | | $ | 89,478 | | $ | 755,145 | | $ | 197,675 | |
Amortization of non-cash distribution and marketing expense | | — | | — | | — | | 1,301 | |
Amortization of non-cash compensation | | 84,775 | | 13,495 | | 113,778 | | 47,761 | |
Amortization of intangibles | | 50,176 | | 46,605 | | 133,933 | | 142,636 | |
Gain on sale of Euvia, net of tax | | 0 | | — | | (79,648 | ) | — | |
Discontinued operations, net of tax | | (33,117 | ) | (58,204 | ) | (210,327 | ) | (98,546 | ) |
Gain on sale of VUE | | 0 | | — | | (523,487 | ) | — | |
Equity in the income of VUE | | (0 | ) | (607 | ) | (21,960 | ) | (11,293 | ) |
Net other income/expense related to fair value adjustment on derivatives | | (9,400 | ) | — | | (9,400 | ) | — | |
Impact of income taxes and minority interest | | (46,358 | ) | (20,411 | ) | 133,814 | | (63,438 | ) |
Interest on convertible notes | | 412 | | — | | 412 | | — | |
Adjusted Net Income | | $ | 114,565 | | $ | 70,356 | | $ | 292,260 | | $ | 216,096 | |
Adjusted EPS weighted average shares outstanding | | 356,618 | | 370,661 | | 358,137 | | 376,080 | |
Adjusted EPS | | $ | 0.32 | | $ | 0.19 | | $ | 0.82 | | $ | 0.57 | |
GAAP Basic weighted average shares outstanding | | 326,421 | | 346,702 | | 332,426 | | 348,239 | |
Options, warrants and restricted stock, treasury method | | 21,367 | | 20,191 | | 19,464 | | 24,518 | |
Conversion of convertible preferred and convertible notes (if applicable) | | 3,467 | | — | | 4,395 | | — | |
GAAP Diluted weighted average shares outstanding | | 351,255 | | 366,893 | | 356,285 | | 372,757 | |
Pro forma adjustments | | — | | — | | — | | — | |
Options, warrants and RS, treasury method not included in diluted shares above | | — | | — | | — | | — | |
Add’l restricted shares and convertible preferred and convertible notes (if applicable) | | 5,363 | | 3,768 | | 1,852 | | 3,323 | |
Adjusted EPS shares outstanding | | 356,618 | | 370,661 | | 358,137 | | 376,080 | |
For adjusted EPS purposes, the impact of RSU’s is based on the weighted average amount of RSU’s outstanding as compared with shares outstanding for GAAP purposes, which includes RSU’s on a treasury method basis.
SEE IMPORTANT NOTES AT END OF THIS DOCUMENT
13
IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP Q3 AND YTD
(unaudited; $ in millions; rounding differences may occur)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | 2005 | | 2004 | | 2005 | | 2004 | |
Revenue | | | | | | | | | |
Retailing: | | | | | | | | | |
U.S. | | $ | 664.3 | | $ | 437.1 | | $ | 1,829.4 | | $ | 1,343.0 | |
International | | 85.2 | | 72.0 | | 280.7 | | 244.6 | |
Total Retailing | | 749.5 | | 509.1 | | 2,110.0 | | 1,587.6 | |
Services: | | | | | | | | | |
Ticketing | | 227.5 | | 182.0 | | 696.7 | | 579.3 | |
Lending | | 142.8 | | 39.9 | | 352.2 | | 114.1 | |
Real Estate | | 16.3 | | 8.1 | | 43.0 | | 18.2 | |
Teleservices | | 87.4 | | 74.5 | | 241.5 | | 218.9 | |
Home Services | | 12.2 | | 1.9 | | 30.5 | | 1.9 | |
Intra-sector Elimination | | — | | — | | — | | — | |
Total Services | | 486.2 | | 306.3 | | 1,363.9 | | 932.4 | |
Media & Advertising | | 83.5 | | 7.9 | | 104.0 | | 20.6 | |
Membership & Subscriptions: | | | | | | | | | |
Vacations | | 66.1 | | 63.6 | | 208.9 | | 196.7 | |
Personals | | 66.0 | | 49.7 | | 181.3 | | 147.0 | |
Discounts | | 30.8 | | 25.6 | | 88.5 | | 85.9 | |
Intra-sector elimination | | (0.0 | ) | — | | (0.8 | ) | (0.6 | ) |
Total Membership & Subscriptions | | 162.8 | | 138.9 | | 477.9 | | 429.1 | |
Emerging Businesses | | 9.6 | | 1.7 | | 19.6 | | 1.9 | |
Other | | (8.3 | ) | (6.6 | ) | (28.6 | ) | (18.5 | ) |
Total Revenue | | $ | 1,483.3 | | $ | 957.3 | | $ | 4,046.8 | | $ | 2,953.1 | |
Operating Income Before Amortization | | | | | | | | | |
Retailing: | | | | | | | | | |
U.S. | | $ | 56.7 | | $ | 43.1 | | $ | 172.2 | | $ | 126.3 | |
International | | (2.8 | ) | (2.9 | ) | (0.2 | ) | (1.3 | ) |
Total Retailing | | 54.0 | | 40.2 | | 172.0 | | 125.0 | |
Services: | | | | | | | | | |
Ticketing | | 49.9 | | 32.4 | | 159.6 | | 126.0 | |
Lending | | 30.6 | | 7.7 | | 66.7 | | 18.6 | |
Real Estate | | (2.4 | ) | (1.2 | ) | (13.8 | ) | (3.4 | ) |
Teleservices | | 4.4 | | 5.9 | | 11.0 | | 13.3 | |
Home Services | | 3.5 | | 0.2 | | 9.1 | | 0.2 | |
Total Services | | 86.0 | | 45.1 | | 232.6 | | 154.7 | |
Media & Advertising: | | 9.3 | | (2.4 | ) | 10.2 | | (11.4 | ) |
Membership & Subscriptions: | | | | | | | | | |
Vacations | | 26.6 | | 22.5 | | 85.5 | | 70.1 | |
Personals | | 16.6 | | 4.5 | | 32.5 | | 20.4 | |
Discounts | | (7.1 | ) | (10.3 | ) | (31.7 | ) | (30.5 | ) |
Total Membership & Subscriptions | | 36.1 | | 16.7 | | 86.2 | | 60.0 | |
Emerging Businesses | | (2.4 | ) | 0.0 | | (8.3 | ) | (1.8 | ) |
Corporate Expense and other | | (26.6 | ) | (22.8 | ) | (100.9 | ) | (70.8 | ) |
Total Operating Income Before Amortization | | $ | 156.3 | | $ | 76.9 | | $ | 391.9 | | $ | 255.8 | |
Amortization of Non-Cash Items | | | | | | | | | |
Retailing: | | | | | | | | | |
U.S. | | $ | 15.6 | | $ | 13.2 | | $ | 44.4 | | $ | 39.7 | |
International | | 0.3 | | 0.3 | | 1.0 | | 1.0 | |
Total Retailing | | 16.0 | | 13.6 | | 45.3 | | 40.7 | |
Services: | | | | | | | | | |
Ticketing | | 7.1 | | 7.2 | | 21.4 | | 19.6 | |
Lending | | 5.3 | | 5.1 | | 20.1 | | 15.3 | |
Real Estate | | 3.0 | | 1.6 | | 10.1 | | 4.8 | |
Teleservices | | — | | — | | — | | — | |
Home Services | | 0.9 | | — | | 1.4 | | — | |
Total Services | | 16.3 | | 14.0 | | 53.0 | | 39.8 | |
Media & Advertising | | 10.1 | | 9.8 | | 10.2 | | 33.6 | |
Membership & Subscriptions: | | | | | | | | | |
Vacations | | 6.3 | | 6.3 | | 18.9 | | 18.9 | |
Personals | | 0.9 | | 1.7 | | 2.8 | | 7.0 | |
Discounts | | 1.6 | | 1.9 | | 4.8 | | 6.1 | |
Total Membership & Subscriptions | | 8.7 | | 9.9 | | 26.5 | | 32.0 | |
Emerging Businesses | | 0.0 | | 0.2 | | 0.2 | | 0.5 | |
Corporate Expense and other | | 83.8 | | 12.7 | | 112.3 | | 45.2 | |
Total amortization of non-cash items | | $ | 135.0 | | $ | 60.1 | | $ | 247.7 | | $ | 191.7 | |
SEE IMPORTANT NOTES AT END OF THIS DOCUMENT
14
IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP — continued
(unaudited; $ in millions; rounding differences may occur)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | 2005 | | 2004 | | 2005 | | 2004 | |
Operating Income (Loss) | | | | | | | | | |
Retailing | | | | | | | | | |
U.S. | | $ | 41.1 | | $ | 29.9 | | $ | 127.8 | | $ | 86.6 | |
International | | (3.1 | ) | (3.3 | ) | (1.2 | ) | (2.3 | ) |
Total Retailing | | 38.0 | | 26.6 | | 126.6 | | 84.3 | |
Services: | | | | | | | | | |
Ticketing | | 42.8 | | 25.2 | | 138.1 | | 106.4 | |
Lending | | 25.3 | | 2.6 | | 46.6 | | 3.3 | |
Real Estate | | (5.4 | ) | (2.8 | ) | (23.9 | ) | (8.2 | ) |
Teleservices | | 4.4 | | 5.9 | | 11.0 | | 13.3 | |
Home Services | | 2.6 | | 0.2 | | 7.8 | | 0.2 | |
Total Services | | 69.6 | | 31.1 | | 179.6 | | 114.9 | |
Media and Advertising | | (0.9 | ) | (12.1 | ) | 0.0 | | (45.0 | ) |
Membership & Subscriptions: | | | | | | | | | |
Vacations | | 20.2 | | 16.2 | | 66.6 | | 51.2 | |
Personals | | 15.8 | | 2.8 | | 29.7 | | 13.4 | |
Discounts | | (8.6 | ) | (12.1 | ) | (36.6 | ) | (36.6 | ) |
Total Membership & Subscriptions: | | 27.4 | | 6.8 | | 59.7 | | 28.0 | |
Emerging Businesses | | (2.4 | ) | (0.2 | ) | (8.5 | ) | (2.2 | ) |
Corporate Expense and other | | (110.4 | ) | (35.5 | ) | (213.3 | ) | (115.9 | ) |
Total operating income | | 21.3 | | 16.8 | | 144.2 | | 64.1 | |
Total other income (expense), net | | 23.2 | | 24.6 | | 642.6 | | 100.1 | |
Earnings from cont. operations before income taxes and min. int. | | 44.5 | | 41.4 | | 786.7 | | 164.2 | |
Income tax expense | | (7.6 | ) | (6.2 | ) | (311.7 | ) | (53.6 | ) |
Minority interest | | (0.5 | ) | (0.7 | ) | (2.0 | ) | (1.7 | ) |
Earnings from continuing operations | | 36.4 | | 34.5 | | 473.1 | | 108.9 | |
Gain on sale of Euvia, net of tax | | (0.0 | ) | — | | 79.6 | | — | |
Discontinued operations, net of tax | | 33.1 | | 58.2 | | 210.3 | | 98.5 | |
Earnings before preferred dividends | | 69.5 | | 92.7 | | 763.1 | | 207.5 | |
Preferred dividends | | (1.4 | ) | (3.3 | ) | (7.9 | ) | (9.8 | ) |
Net earnings available to common shareholders | | $ | 68.1 | | $ | 89.5 | | $ | 755.1 | | $ | 197.7 | |
Supplemental: Depreciation expense | | | | | | | | | |
Retailing | | | | | | | | | |
U.S. | | $ | 10.0 | | $ | 10.4 | | $ | 30.5 | | $ | 30.8 | |
International | | 1.2 | | 2.6 | | 5.5 | | 7.7 | |
Total Retailing | | 11.2 | | 13.0 | | 35.9 | | 38.5 | |
Services: | | | | | | | | | |
Ticketing | | 9.2 | | 8.6 | | 27.5 | | 23.7 | |
Lending | | 1.5 | | 0.7 | | 3.9 | | 2.1 | |
Real Estate | | 0.3 | | 0.2 | | 0.7 | | 0.5 | |
Teleservices | | 3.9 | | 4.3 | | 11.4 | | 13.7 | |
Home Services | | 0.3 | | 0.0 | | 0.7 | | 0.0 | |
Total Services | | 15.1 | | 13.8 | | 44.3 | | 40.0 | |
Media and Advertising | | 4.8 | | 0.8 | | 6.9 | | 2.9 | |
Membership & Subscriptions: | | | | | | | | | |
Vacations | | 1.8 | | 2.1 | | 5.3 | | 6.5 | |
Personals | | 1.6 | | 3.4 | | 6.4 | | 10.0 | |
Discounts | | 1.2 | | 0.8 | | 3.4 | | 2.6 | |
Total Membership & Subscriptions: | | 4.6 | | 6.3 | | 15.2 | | 19.1 | |
Emerging Businesses | | 0.1 | | 0.0 | | 0.3 | | 0.0 | |
Corporate Expense and other | | 1.9 | | 1.5 | | 5.6 | | 4.2 | |
Total depreciation expense | | $ | 37.7 | | $ | 35.5 | | $ | 108.1 | | $ | 104.7 | |
SEE IMPORTANT NOTES AT END OF THIS DOCUMENT
15
DEFINITIONS OF NON-GAAP MEASURES
Operating Income Before Amortization is defined as operating income excluding: (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, if applicable, and (4) one-time items, if applicable. 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 excluding, net of tax and minority interest, (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, if applicable, (4) equity income or loss from IAC’s 5.44% interest in VUE and gain on the sale of IAC’s interest in VUE, (5) non-cash income or expense reflecting changes in 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 Jeeves notes and the exercise of certain IAC warrants, (6) one-time items, if applicable and (7) 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 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. 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 passive former 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 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. For purposes of Free Cash Flow, we also include changes in warehouse loans payable in Lending due to the close connection that exists with changes in loans held by sale which are included in cash provided by operations. In addition, Free Cash Flow excludes the taxes paid on the gain on the sale of IAC’s interest in VUE due to the exclusion of the proceeds on the sale 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.
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. 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 at www.iac.com/investors.htm.
SEE IMPORTANT NOTES AT END OF THIS DOCUMENT
16
OTHER INFORMATION
CONFERENCE CALL
IAC will audiocast its conference call with investors and analysts discussing the company’s Q3 financial results and certain forward-looking information on Tuesday, November 1, 2005, at 11:00 a.m. Eastern Time (ET). The live audiocast is open to the public at www.iac.com/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, pending transactions and similar matters, and/or statements that use words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” “believes” and 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 could differ materially from those contained in the forward-looking statements included in this press release for a variety of reasons, including, among others: changes in economic conditions 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, the rate of growth of the Internet, the e-commerce industry and broadband access, the rate of online migration in the various markets and industries in which IAC’s businesses operate, technological changes, regulatory changes, consumer acceptance of new products and services, the ability of IAC to expand successfully in international markets, and the successful integration of acquired businesses. 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 also could have a material adverse effect on IAC’s business, financial condition and results of operations. In light of these risks and uncertainties, the forward-looking statements discussed in this press release may not occur. Accordingly, readers should not place undue reliance on these forward-looking 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/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. To view a full list of the companies of IAC please visit our website at http://iac.com
Contact Us
IAC Investor Relations
Roger Clark / Eoin Ryan
(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 212.314.7309 http://iac.com
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