EX-99.1 2 a08-13036_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

IAC REPORTS Q1 RESULTS

 

NEW YORK— April 30, 2008—IAC (Nasdaq: IACI) released first quarter 2008 results today.

 

SUMMARY RESULTS

$ in millions (except per share amounts)

 

 

 

Q1 2008

 

Q1 2007

 

Growth

 

Revenue

 

$

1,602.3

 

$

1,490.1

 

8

%

 

 

 

 

 

 

 

 

Operating Income Before Amortization

 

135.2

 

140.4

 

-4

%

Adjusted Net Income

 

87.2

 

96.9

 

-10

%

Adjusted EPS

 

0.30

 

0.31

 

-5

%

 

 

 

 

 

 

 

 

Operating Income

 

70.0

 

85.4

 

-18

%

Net Income

 

52.8

 

60.7

 

-13

%

GAAP Diluted EPS

 

0.18

 

0.20

 

-8

%

 

See reconciliation of GAAP to non-GAAP measures beginning on page 13.

 

“With this quarter’s results, it couldn’t be clearer that we are on the right course in separating IAC into 5 distinct public entities. Each of the businesses have their own unique opportunities – some with current challenges and others with wind at their backs,” said IAC’s Chairman and CEO, Barry Diller. “Ticketmaster grew revenue strongly and continues to invest for the future; our Retailing business struggled due to consumer pressures at Catalogs but, importantly, HSN continued to exhibit strong momentum; Interval continued its superb execution; Lending significantly narrowed its losses and posted its first quarter of sequential revenue growth in eight quarters; and, New IAC posted outstanding results with a more than doubling of profit in its Media & Advertising business.”

 

Overall Highlights

 

·            Q1 revenue growth was solid, while Operating Income Before Amortization declined modestly, reflecting the effects of a difficult macro environment on our Catalogs business, profit declines at Ticketmaster, and transaction expenses in connection with our planned spin-offs. Excluding transaction expenses, Operating Income Before Amortization grew 2% over the prior year, driven in large part by impressive growth at our Media & Advertising business.

 

·            Q1 Free Cash Flow was $111.6 million, up 86% over the prior year, with $148.7 million in net cash provided by operating activities.

 

·            As previously reported, IAC repurchased 6 million common shares at $24.25 per share on January 10, 2008.

 

Given the pending spin-off transactions, we thought it appropriate to present Q1 results for the businesses which will comprise IAC, HSN, Ticketmaster, LendingTree and Interval after the spin-offs:

 

Results As They Would Appear Post Spins*

 

 

 

Revenue

 

Operating Income Before
Amortization

 

Operating (Loss) Income

 

 

 

Q1 2008

 

Q1 2007

 

Growth

 

Q1 2008

 

Q1 2007

 

Growth

 

Q1 2008

 

Q1 2007

 

Growth

 

 

 

$ in millions

 

$ in millions

 

$ in millions

 

New IAC

 

$

392.0

 

$

320.7

 

22

%

$

5.0

 

$

(6.0

)

NM

 

$

(33.3

)

$

(39.2

)

15

%

Retailing (To be named HSN)

 

676.9

 

666.7

 

2

%

26.2

 

39.4

 

-33

%

20.2

 

35.2

 

-42

%

Ticketmaster

 

349.0

 

303.6

 

15

%

61.7

 

71.6

 

-14

%

51.0

 

64.8

 

-21

%

LendingTree

 

70.2

 

113.2

 

-38

%

(4.9

)

(3.4

)

-44

%

(8.7

)

(7.8

)

-11

%

Interval

 

115.9

 

86.4

 

34

%

47.3

 

38.9

 

22

%

40.8

 

32.6

 

25

%

 


* Following the spin-offs, the businesses comprising IAC will consist of those reported under New IAC on page 2. Shoebuy and ReserveAmerica have been moved to Emerging Businesses and are reflected in the results for New IAC above for all periods presented. Retailing (to be named HSN) will consist of HSN and Catalogs, LendingTree will include both the Lending and Real Estate businesses, while Ticketmaster and Interval will consist of the businesses previously comprising these segments. Additionally, New IAC numbers above include all corporate and spin-off expenses.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

1



 

DISCUSSION OF FINANCIAL AND OPERATING RESULTS

 

NEW IAC

 

 

 

Q1 2008

 

Q1 2007

 

Growth

 

 

 

$ in millions

 

Revenue

 

 

 

 

 

 

 

Media & Advertising

 

$

215.5

 

$

168.1

 

28

%

Match

 

90.5

 

82.4

 

10

%

ServiceMagic

 

28.9

 

21.6

 

34

%

Entertainment

 

21.0

 

20.7

 

1

%

Emerging Businesses

 

43.8

 

28.4

 

54

%

Intercompany Elimination

 

(7.7

)

(0.5

)

-1478

%

 

 

$

392.0

 

$

320.7

 

22

%

Operating Income Before Amortization

 

 

 

 

 

 

 

Media & Advertising

 

$

36.9

 

$

17.2

 

115

%

Match

 

10.1

 

8.4

 

21

%

ServiceMagic

 

6.1

 

6.2

 

-1

%

Entertainment

 

(13.9

)

(13.0

)

-7

%

Emerging Businesses

 

(7.2

)

(2.2

)

-231

%

Corporate

 

(27.0

)

(22.6

)

-20

%

 

 

$

5.0

 

$

(6.0

)

NM

 

Operating Income (Loss)

 

 

 

 

 

 

 

Media & Advertising

 

$

30.7

 

$

10.5

 

192

%

Match

 

7.1

 

8.2

 

-13

%

ServiceMagic

 

5.6

 

5.3

 

6

%

Entertainment

 

(14.5

)

(13.7

)

-5

%

Emerging Businesses

 

(8.7

)

(3.6

)

-139

%

Corporate

 

(53.6

)

(45.9

)

-17

%

 

 

$

(33.3

)

$

(39.2

)

15

%

 

Media & Advertising

 

Media & Advertising consists of proprietary properties such as Ask.com, Fun Web Products, Citysearch and Evite and network properties which include distributed search, sponsored listings, and toolbars. Both proprietary and network revenue grew during the quarter.

 

Media & Advertising revenue growth was driven by improved economics associated with the renewed partnership with Google, which resulted in an increase in revenue per query across all proprietary search sites. Revenue benefited further from an increase in queries and revenue per query at Fun Web Products and from distributed search. Revenue and revenue per query at Ask.com grew strongly, even excluding the benefits of the renewed contract. Queries declined overall due largely to significantly reduced marketing which more than offset growth in the core user base which searches most frequently. Proprietary revenue growth outpaced that of network revenue, primarily due to higher revenue per query at proprietary sites like Ask.com and Zwinky.com.

 

Media & Advertising profit benefited from a reduction in the current year expense of $4.6 million resulting from the capitalization and amortization of costs related to the distribution of toolbars which began on April 1, 2007. These costs had previously been expensed as incurred. Profits benefited further from lower marketing spend at Ask.com.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

2



 

NEW IACcontinued

 

Match

 

Revenue growth was driven by an 8% and 12% increase in international subscribers and revenue per subscriber, respectively, and 6% growth in revenue per subscriber domestically where subscribers declined slightly. Operating Income Before Amortization growth reflects lower customer acquisition costs as a percentage of revenue in international markets. Domestic customer acquisition costs increased reflecting increased spending related to Chemistry.com, which continues to grow subscribers, partially offset by reductions in other domestic marketing spend. Operating income for the current period reflects amortization of non-cash marketing of $2.8 million.

 

ServiceMagic

 

ServiceMagic revenue benefited from a 12% increase in customer service requests, improved monetization of service requests and a 7% increase in the number of service providers in the network. Flat Operating Income Before Amortization reflects increased operating expenses primarily associated with the expansion of the sales force and higher customer acquisition costs, including higher offline marketing expenses, versus the prior year period. Profits were impacted further by slower growth from higher margin discretionary home repair and improvement requests, which we believe is due, in part, to the general slowdown in housing and consumer spending. Operating Income growth reflects lower amortization of intangibles.

 

Entertainment

 

Revenue was flat and a decline in Operating Income Before Amortization reflects increased professional fees and ongoing investments to increase both advertising revenue and the quality of local content throughout Entertainment’s discount and promotion product suite.

 

Emerging Businesses

 

Emerging Businesses include Shoebuy, ReserveAmerica, Pronto.com, Gifts.com, InstantAction.com and programming businesses such as Connected Ventures, 23/6, VSL and RushmoreDrive.com. Revenue for the period primarily reflects strong growth at Pronto.com and Shoebuy, while losses increased due primarily to the inclusion of InstantAction.com, RushmoreDrive.com and other start-up investments not in the year ago figures.

 

Corporate

 

Corporate expense for the period included $8.6 million in expenses related to the spin-offs.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

3



 

RETAILING (To be named HSN)

 

 

 

Q1 2008

 

Q1 2007

 

Growth

 

 

 

$ in millions

 

Revenue

 

$

676.9

 

$

666.7

 

2

%

Operating Income Before Amortization

 

$

26.2

 

$

39.4

 

-33

%

Operating Income

 

$

20.2

 

$

35.2

 

-42

%

 

Revenue reflects 9% growth at HSN, excluding America’s Store, which ceased operations on April 3, 2007, partially offset by a 7% decline at Catalogs. Online sales continued to grow at a double digit rate in the first quarter.

 

HSN revenue grew 5% for the period on comparable unit shipments and a 5% increase in average price point. The increase in average price point was largely the result of increased sales in electronics. During the quarter, HSN continued to improve sales efficiency and increased the number and average spend of active customers. Catalogs revenue decline reflects a 4% decrease in units shipped and a 2% decline in average price point. The Catalogs business, which is principally comprised of home and apparel merchandise, continues to be affected by the difficult retail environment.

 

Operating Income Before Amortization at HSN declined 1% to $31.4 million, principally due to a shift in consumer demand and thus sales mix to electronics and cookware, which typically carry a lower margin. Profits were further negatively impacted by higher shipping and handlings costs. Catalogs Operating Income Before Amortization declined from $7.7 million in the first quarter of 2007 to a loss of $5.2 million in the current period, reflecting lower gross margins in a highly promotional retail environment, partially offset by reduced costs associated with a 15% decline in catalog circulation.

 

Operating income of $27.6 million at HSN for the current period reflects amortization of non-cash marketing of $3.7 million and amortization of intangibles of $0.1 million, a decrease of $1.5 million. Operating loss of $7.3 million at Catalogs for the current period reflects amortization of intangibles of $ 2.1 million, a decrease of $0.4 million.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

4



 

TICKETMASTER

 

 

 

Q1 2008

 

Q1 2007

 

Growth

 

 

 

$ in millions

 

Revenue

 

$

349.0

 

$

303.6

 

15

%

Operating Income Before Amortization

 

$

61.7

 

$

71.6

 

-14

%

Operating Income

 

$

51.0

 

$

64.8

 

-21

%

 

Revenue growth was driven by a 3% increase in tickets sold, with 7% higher average overall revenue per ticket. Domestic revenue increased 15% primarily due to contributions from Paciolan and TicketsNow (acquired in January and February, respectively) as well as higher average revenue per ticket and slightly higher overall ticket volume, including ticket sales for Jonas Brothers, Tom Petty and Kenny Chesney. International revenue grew 16%, or 6% excluding the effects of foreign exchange, due primarily to increased revenue in Canada and Australia. Acquisitions contributed $18.4 million to Ticketmaster’s overall revenue. Profits were adversely impacted by non-recurring items benefiting the prior year and losses associated with certain acquisitions and strategic investments, particularly in Germany, China and resale initiatives. Profits were impacted further by higher expenses associated with product and technology initiatives and higher overall royalty rates. Operating income for the current period reflects an increase in amortization of intangibles and an increase in non-cash compensation.

 

LENDINGTREE

 

 

 

Q1 2008

 

Q1 2007

 

Growth

 

 

 

$ in millions

 

Revenue

 

 

 

 

 

 

 

Lending

 

$

61.8

 

$

100.0

 

-38

%

Real Estate

 

8.4

 

13.2

 

-37

%

 

 

$

70.2

 

$

113.2

 

-38

%

Operating Income Before Amortization

 

 

 

 

 

 

 

Lending

 

$

(1.0

)

$

3.1

 

NM

 

Real Estate

 

(3.9

)

(6.6

)

40

%

 

 

$

(4.9

)

$

(3.4

)

-44

%

Operating (Loss) Income

 

 

 

 

 

 

 

Lending

 

$

(3.7

)

$

0.1

 

NM

 

Real Estate

 

(5.0

)

(8.0

)

37

%

 

 

$

(8.7

)

$

(7.8

)

-11

%

 

Lending

 

Revenue declined primarily due to fewer loans sold into the secondary market and fewer loans closed at the exchange. Revenue from all home loan products declined. Losses reflect a shift to lower margin products, higher costs per loan sold as a result of lower close rates and stricter underwriting criteria. Losses also reflect certain charges aggregating $3.1 million associated with legal and regulatory costs and restructuring initiatives, partially offset by lower marketing and other operating expenses.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

5



 

LENDINGTREE – continued

 

Real Estate

 

Revenue declines reflect the absence of revenue from the agent network business which closed in December 2007 and fewer closings at the builder and broker networks, partially offset by increased closings at the company owned brokerage. The company owned brokerage, now operating in 14 markets, grew revenue 38% during the period. Losses decreased due primarily to lower marketing expenses and lower administrative costs resulting in part from the restructuring of the business during 2007.

 

INTERVAL

 

 

 

Q1 2008

 

Q1 2007

 

Growth

 

 

 

$ in millions

 

Revenue

 

$

115.9

 

$

86.4

 

34

%

Operating Income Before Amortization

 

$

47.3

 

$

38.9

 

22

%

Operating Income

 

$

40.8

 

$

32.6

 

25

%

 

Revenue reflects a $19.1 million contribution from ResortQuest Hawaii, acquired on May 31, 2007. Revenue and profit growth were driven by strong transaction revenue, due to 6% growth in member transaction volume and higher average fees, and a 4% increase in members. Profits grew at a slower rate than revenue primarily due to the inclusion of ResortQuest Hawaii.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

6



 

OTHER ITEMS

 

Q1 other income (expense) benefited from a $4.3 million gain in Q1 2008 reflecting an increase in the fair value of the derivative asset received by the Company in connection with the sale of HSE24. The fair value of this derivative increases or decreases in inverse correlation to the fair value of the underlying stock of Arcandor AG. Additionally, Q1 other income (expense) benefited from a $2.3 million gain in Q1 2008 as compared to a $0.3 million loss in Q1 2007, reflecting changes in the fair value of the derivatives that were created in the Expedia spin-off. The derivatives relate to IAC’s obligation to deliver both IAC and Expedia shares upon the conversion of the Ask Convertible Notes and the exercise of certain IAC warrants.

 

The effective tax rates for continuing operations and adjusted net income were 43% and 40% in Q1 2008, respectively. These effective tax rates were higher than the statutory rate of 35% due principally to state taxes and non-deductible costs related to the spin-offs, partially offset by foreign income taxed at lower rates.  The Q1 2008 effective tax rate for continuing operations was further impacted by interest on tax contingencies and a write-off of a deferred tax asset related to non-cash compensation.  The effective tax rates for continuing operations and adjusted net income were 38% and 37% in Q1 2007, respectively. These effective tax rates were higher than the statutory rate of 35% due principally to state taxes and interest on tax contingencies, partially offset by foreign tax credits associated with equity income from unconsolidated affiliates.

 

Prior year data has been restated to reflect the correction of an error related to Interval’s deferred revenue and related costs.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

7



 

LIQUIDITY AND CAPITAL RESOURCES

 

As previously disclosed, IAC repurchased 6 million shares during Q1 at a purchase price of $24.25 per share. IAC may purchase shares over an indefinite period of time, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price, and future outlook.

 

As of March 31, 2008, IAC had approximately $1.4 billion in cash, restricted cash and marketable securities, $943.4 million in debt and, excluding $78.7 million in LendingTree Loans debt that is non-recourse to IAC, $551.3 million in pro forma net cash and marketable securities.

 

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).

 

 

 

 

 

Avg.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strike /

 

As of

 

 

 

 

 

 

 

 

 

 

 

Shares

 

Conversion

 

4/25/08

 

Dilution at:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share Price

 

 

 

 

 

$

20.29

 

$

25.00

 

$

30.00

 

$

35.00

 

$

40.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Absolute Shares as of 4/25/08

 

278.6

 

 

 

278.6

 

278.6

 

278.6

 

278.6

 

278.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSUs and Other

 

10.1

 

 

 

10.1

 

9.9

 

9.8

 

9.7

 

9.6

 

Options

 

17.1

 

$

27.38

 

0.8

 

1.3

 

1.9

 

2.4

 

2.9

 

Warrants

 

34.6

 

$

27.88

 

2.9

 

4.4

 

5.6

 

7.9

 

10.4

 

Convertible Notes

 

0.5

 

$

14.82

 

0.5

 

0.5

 

0.5

 

0.5

 

0.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Treasury Method Dilution

 

 

 

 

 

14.3

 

16.1

 

17.7

 

20.4

 

23.4

 

% Dilution

 

 

 

 

 

4.9

%

5.5

%

6.0

%

6.8

%

7.7

%

Total Treasury Method Diluted Shares Outstanding

 

 

 

 

 

292.8

 

294.7

 

296.3

 

299.0

 

301.9

 

 

CONFERENCE CALL

 

IAC will audiocast its conference call with investors and analysts discussing the Company’s Q1 financial results on Wednesday, April 30, 2008, at 11:00 a.m. Eastern Time (ET). This call will include the disclosure of certain information, including forward-looking information, which may be material to an investor’s understanding of IAC’s business.  The live audiocast is open to the public at www.iac.com/investors.htm.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

8



 

OPERATING METRICS

 

 

 

 

 

Q1 2008

 

Q1 2007

 

Growth

 

 

 

 

 

 

 

 

 

 

 

MEDIA & ADVERTISING

 

 

 

 

 

 

 

 

 

Revenue by traffic source

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proprietary

 

 

 

61.6

%

57.7

%

 

 

Network

 

 

 

38.4

%

42.3

%

 

 

 

 

 

 

 

 

 

 

 

 

MATCH

 

 

 

 

 

 

 

 

 

Paid Subscribers (000s)

 

 

 

1,352.2

 

1,338.9

 

1

%

 

 

 

 

 

 

 

 

 

 

RETAILING

 

(a

)

 

 

 

 

 

 

Units shipped (mm)

 

 

 

12.5

 

12.5

 

0

%

Gross profit%

 

 

 

34.8

%

37.2

%

 

 

Return rate

 

 

 

19.1

%

18.3

%

 

 

Average price point

 

 

 

$

61.20

 

$

59.49

 

3

%

Internet%

 

(b

)

33

%

30

%

 

 

HSN total homes - end of period (mm)

 

 

 

91.5

 

89.8

 

2

%

Catalogs mailed (mm)

 

 

 

87.2

 

102.7

 

-15

%

 

 

 

 

 

 

 

 

 

 

TICKETMASTER

 

 

 

 

 

 

 

 

 

Number of tickets sold (mm)

 

(c

)

36.7

 

35.7

 

3

%

Gross value of tickets sold (mm)

 

(c

)

$

2,218

 

$

2,076

 

7

%

 

 

 

 

 

 

 

 

 

 

LENDINGTREE

 

 

 

 

 

 

 

 

 

Lending

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transmitted QFs (000s)

 

(d

)

678.7

 

1,002.5

 

-32

%

Closings - units (000s)

 

(e

)

29.8

 

62.1

 

-52

%

Closings - dollars ($mm)

 

(e

)

$

7,485

 

$

7,376

 

1

%

 

 

 

 

 

 

 

 

 

 

Real Estate

 

 

 

 

 

 

 

 

 

Closings - units (000s)

 

 

 

1.6

 

2.6

 

-37

%

Closings - dollars ($mm)

 

 

 

$

415

 

$

649

 

-36

%

 

 

 

 

 

 

 

 

 

 

INTERVAL

 

 

 

 

 

 

 

 

 

Members (000s)

 

 

 

1,977

 

1,907

 

4

%

Confirmations (000s)

 

(f

)

319

 

301

 

6

%

Share of confirmations online

 

(f

)

28

%

25

%

 

 

 


(a)

Retailing includes HSN and catalogs for all periods presented. Excludes Shoebuy which has been moved to Emerging Businesses for all periods presented. Retailing metrics exclude units sold on a wholesale basis.

(b)

Internet demand as a percent of total Retailing demand excluding Liquidations and Services.

(c)

Ticketmaster excludes ReserveAmerica which has been moved to Emerging Businesses for all periods presented.

(d)

Customer “Qualification Forms” (QFs) transmitted to at least one exchange lender (including LendingTree Loans) plus QFs transmitted to at least one GetSmart lender.

(e)

Loan closings consist of loans closed by exchange lenders and directly by LendingTree Loans.

(f)

Excludes bookings for ResortQuest Hawaii from non-Interval members.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

9



 

GAAP FINANCIAL STATEMENTS

 

IAC CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; $ in thousands except per share amounts)

 

 

 

Three Months Ended March 31,

 

 

 

2008

 

2007

 

 

 

 

 

(Restated)

 

Product sales

 

$

723,530

 

$

706,506

 

Service revenue

 

878,819

 

783,625

 

Net revenue

 

1,602,349

 

1,490,131

 

Cost of sales-product sales (exclusive of depreciation shown separately below)

 

464,408

 

436,655

 

Cost of sales-service revenue (exclusive of depreciation shown separately below)

 

398,006

 

334,660

 

Gross profit

 

739,935

 

718,816

 

 

 

 

 

 

 

Selling and marketing expense

 

337,197

 

331,378

 

General and administrative expense

 

219,878

 

202,995

 

Other operating expense

 

33,913

 

30,415

 

Amortization of non-cash marketing

 

6,511

 

507

 

Amortization of intangibles

 

29,821

 

30,228

 

Depreciation

 

42,603

 

37,847

 

Operating income

 

70,012

 

85,446

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Interest income

 

10,491

 

19,291

 

Interest expense

 

(12,851

)

(15,016

)

Equity in income of unconsolidated affiliates

 

6,445

 

7,847

 

Other income

 

12,052

 

681

 

Total other income, net

 

16,137

 

12,803

 

 

 

 

 

 

 

Earnings from continuing operations before income taxes and minority interest

 

86,149

 

98,249

 

Income tax provision

 

(36,809

)

(37,489

)

Minority interest in losses (income) of consolidated subsidiaries

 

895

 

(113

)

Earnings from continuing operations

 

50,235

 

60,647

 

Income from discontinued operations, net of tax

 

2,581

 

103

 

Net earnings available to common shareholders

 

$

52,816

 

$

60,750

 

 

 

 

 

 

 

Earnings per share from continuing operations:

 

 

 

 

 

Basic earnings per share

 

$

0.18

 

$

0.21

 

Diluted earnings per share

 

$

0.18

 

$

0.20

 

 

 

 

 

 

 

Net earnings per share available to common shareholders:

 

 

 

 

 

Basic earnings per share

 

$

0.19

 

$

0.21

 

Diluted earnings per share

 

$

0.18

 

$

0.20

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

10



 

IAC CONSOLIDATED BALANCE SHEETS

($ in thousands)

 

 

 

March 31,

 

December 31,

 

 

 

2008

 

2007

 

 

 

(unaudited)

 

(audited)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

1,234,050

 

$

1,585,302

 

Restricted cash and cash equivalents

 

12,613

 

23,701

 

Marketable securities

 

169,307

 

326,788

 

Accounts receivable, net

 

508,291

 

483,336

 

Loans held for sale, net

 

91,185

 

86,754

 

Inventories

 

351,411

 

331,970

 

Deferred income taxes

 

94,373

 

97,401

 

Prepaid and other current assets

 

349,091

 

352,177

 

Total current assets

 

2,810,321

 

3,287,429

 

 

 

 

 

 

 

Property and equipment, net

 

660,646

 

651,474

 

Goodwill

 

6,794,102

 

6,473,014

 

Intangible assets, net

 

1,521,971

 

1,404,897

 

Long-term investments

 

501,022

 

450,318

 

Other non-current assets

 

280,461

 

257,388

 

TOTAL ASSETS

 

$

12,568,523

 

$

12,524,520

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Current maturities of long-term obligations and short-term borrowings

 

$

93,374

 

$

111,857

 

Accounts payable, trade

 

307,790

 

279,749

 

Accounts payable, client accounts

 

500,547

 

413,070

 

Deferred revenue

 

199,472

 

171,650

 

Income taxes payable

 

5,039

 

20,521

 

Accrued expenses and other current liabilities

 

626,100

 

691,965

 

Total current liabilities

 

1,732,322

 

1,688,812

 

 

 

 

 

 

 

Long-term obligations, net of current maturities

 

850,005

 

834,566

 

Income taxes payable

 

265,987

 

266,488

 

Other long-term liabilities

 

177,352

 

171,725

 

Deferred income taxes

 

988,611

 

938,786

 

Minority interest

 

40,238

 

40,481

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Preferred stock

 

 

 

Common stock

 

418

 

417

 

Class B convertible common stock

 

32

 

32

 

Additional paid-in capital

 

14,763,013

 

14,744,318

 

Retained earnings

 

620,636

 

567,820

 

Accumulated other comprehensive income

 

44,238

 

39,814

 

Treasury stock

 

(6,914,329

)

(6,768,739

)

Total shareholders’ equity

 

8,514,008

 

8,583,662

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

12,568,523

 

$

12,524,520

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

11



 

IAC CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; $ in thousands)

 

 

 

Three Months Ended March 31,

 

 

 

2008

 

2007

 

 

 

 

 

(Restated)

 

Cash flows from operating activities attributable to continuing operations:

 

 

 

 

 

Net earnings available to common shareholders

 

$

52,816

 

$

60,750

 

Less: income from discontinued operations, net of tax

 

(2,581

)

(103

)

Earnings from continuing operations

 

50,235

 

60,647

 

Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:

 

 

 

 

 

Depreciation and amortization of intangibles

 

72,424

 

68,075

 

Non-cash compensation expense

 

28,903

 

24,226

 

Amortization of cable distribution fees

 

1,120

 

1,241

 

Amortization of non-cash marketing

 

6,511

 

507

 

Deferred income taxes

 

4,547

 

1,801

 

Gain on sales of loans held for sale

 

(23,573

)

(48,617

)

Equity in income of unconsolidated affiliates, net of dividends

 

(6,445

)

(7,847

)

Minority interest in (losses) income of consolidated subsidiaries

 

(895

)

113

 

Changes in current assets and liabilities:

 

 

 

 

 

Accounts receivable

 

40,292

 

21,040

 

Origination of loans held for sale

 

(611,490

)

(1,997,623

)

Proceeds from sales of loans held for sale

 

628,501

 

1,981,313

 

Inventories

 

(15,185

)

(31,014

)

Prepaid and other current assets

 

(34,619

)

(14,067

)

Accounts payable, income taxes payable and other current liabilities

 

(23,026

)

(104,448

)

Deferred revenue

 

17,942

 

21,669

 

Funds collected by Ticketmaster on behalf of clients, net

 

18,963

 

43,335

 

Other, net

 

(5,477

)

11,285

 

Net cash provided by operating activities attributable to continuing operations

 

148,728

 

31,636

 

Cash flows from investing activities attributable to continuing operations:

 

 

 

 

 

Acquisitions, net of cash acquired

 

(414,203

)

(54,576

)

Capital expenditures

 

(36,460

)

(51,355

)

Purchases of marketable securities

 

(35,971

)

(166,202

)

Proceeds from sales and maturities of marketable securities

 

181,035

 

283,319

 

Increase in long-term investments

 

(48,549

)

(250

)

Other, net

 

352

 

35

 

Net cash (used in) provided by investing activities attributable to continuing operations

 

(353,796

)

10,971

 

Cash flows from financing activities attributable to continuing operations:

 

 

 

 

 

Borrowings under lines of credit

 

553,141

 

1,947,302

 

Repayments of lines of credit

 

(553,828

)

(1,884,903

)

Principal payments on long-term obligations

 

(20,378

)

(11,204

)

Purchase of treasury stock

 

(145,590

)

(322,577

)

Issuance of common stock, net of withholding taxes

 

(6,016

)

12,699

 

Excess tax benefits from stock-based awards

 

322

 

6,889

 

Other, net

 

12,746

 

(7,860

)

Net cash used in financing activities attributable to continuing activities

 

(159,603

)

(259,654

)

Total cash used in continuing operations

 

(364,671

)

(217,047

)

Net cash provided by operating activities attributable to discontinued operations

 

711

 

8,182

 

Net cash used in investing activities attributable to discontinued operations

 

 

(1,459

)

Net cash used in financing activities attributable to discontinued operations

 

 

(280

)

Total cash provided by discontinued operations

 

711

 

6,443

 

Effect of exchange rate changes on cash and cash equivalents

 

12,708

 

3,631

 

Net decrease in cash and cash equivalents

 

(351,252

)

(206,973

)

Cash and cash equivalents at beginning of period

 

1,585,302

 

1,428,140

 

Cash and cash equivalents at end of period

 

$

1,234,050

 

$

1,221,167

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

12



 

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

 

IAC RECONCILIATION OF OPERATING CASH FLOW FROM CONTINUING OPERATIONS TO FREE CASH FLOW

(unaudited; $ in millions; rounding differences may occur)

 

 

 

Three Months Ended March 31,

 

 

 

2008

 

2007

 

Net cash provided by operating activities attributable to continuing operations

 

$

148.7

 

$

31.6

 

(Decrease) increase in lines of credit

 

(0.7

)

62.4

 

Capital expenditures

 

(36.5

)

(51.4

)

Tax refunds related to the sale of VUE interests

 

 

(28.5

)

Tax payments related to the sale of PRC

 

 

46.0

 

Free Cash Flow

 

$

111.6

 

$

60.1

 

 

For the three months ended March 31, 2008, consolidated Free Cash Flow increased by $51.5 million from the prior year period due principally to lower cash taxes paid, lower capital expenditures and improved cash management, partially offset by a decreased contribution from Ticketmaster client cash. The contribution from Ticketmaster client cash decreased $24.4 million from the prior year period. Free Cash Flow includes the change in lines of credit because the change in loans held for sale is already included in cash provided by operating activities. Free Cash Flow excludes tax payments and refunds related to the sale of the Company’s interests in PRC and VUE because the proceeds from these sales were not included in cash provided by operating activities.

 

IAC RECONCILIATION OF GAAP EPS TO ADJUSTED EPS

 

 

 

(unaudited; $ in thousands except per share amounts)

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2008

 

2007

 

 

 

 

 

(Restated)

 

Diluted (loss) earnings per share

 

$

0.18

 

$

0.20

 

GAAP diluted weighted average shares outstanding

 

286,244

 

304,685

 

Net (loss) earnings available to common shareholders

 

$

52,816

 

$

60,750

 

Non-cash compensation expense

 

28,903

 

24,226

 

Amortization of non-cash marketing

 

6,511

 

507

 

Amortization of intangibles

 

29,821

 

30,228

 

Net other (income) expense related to the fair value adjustment of derivatives

 

(2,308

)

310

 

Other income related to fair value adjustment of the derivative created in the sale of HSE24

 

(4,286

)

 

Gain on sale of VUE interests and related effects

 

1,619

 

2,072

 

Discontinued operations, net of tax

 

(2,581

)

(103

)

Impact of income taxes and minority interest

 

(23,417

)

(21,243

)

Interest on convertible notes, net of tax

 

92

 

121

 

Adjusted Net Income

 

$

87,170

 

$

96,868

 

 

 

 

 

 

 

Adjusted EPS weighted average shares outstanding

 

293,482

 

310,795

 

 

 

 

 

 

 

Adjusted EPS

 

$

0.30

 

$

0.31

 

 

 

 

 

 

 

GAAP Basic weighted average shares outstanding

 

278,767

 

287,191

 

Options, warrants and restricted stock, treasury method

 

7,477

 

16,886

 

Conversion of convertible preferred and convertible notes (if applicable)

 

 

608

 

GAAP Diluted weighted average shares outstanding

 

286,244

 

304,685

 

Options, warrants and RS, treasury method not included in diluted shares above

 

 

 

Impact of restricted shares and convertible preferred and notes (if applicable), net

 

7,238

 

6,110

 

Adjusted EPS shares outstanding

 

293,482

 

310,795

 

 

For Adjusted EPS purposes, the impact of RSUs on shares outstanding is based on the weighted average number of RSUs outstanding as compared with shares outstanding for GAAP purposes, which includes RSUs on a treasury method basis. The weighted average number of RSUs outstanding for Adjusted EPS purposes includes the weighted average number of performance-based RSUs that the Company believes are probable of vesting. There are no performance-based RSUs included for GAAP purposes.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

13



 

New IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP

(unaudited; $ in millions; rounding differences may occur)

 

 

 

For the three months ended March 31, 2008

 

 

 

Operating Income
Before
Amortization

 

Non-cash
compensation
expense (A)

 

Amortization of
non-cash
marketing

 

Amortization of
intangibles

 

Operating
income (loss)

 

New IAC

 

 

 

 

 

 

 

 

 

 

 

Media & Advertising

 

$

36.9

 

$

 

$

 

$

(6.2

)

$

30.7

 

Match

 

10.1

 

 

(2.8

)

(0.2

)

7.1

 

ServiceMagic

 

6.1

 

(0.2

)

 

(0.4

)

5.6

 

Entertainment

 

(13.9

)

 

 

(0.5

)

(14.5

)

Emerging Businesses

 

(7.2

)

(0.2

)

 

(1.2

)

(8.7

)

Corporate

 

(27.0

)

(26.5

)

 

 

(53.6

)

Total New IAC

 

5.0

 

(26.9

)

(2.8

)

(8.6

)

(33.3

)

Retailing (To be named HSN)

 

26.2

 

(0.1

)

(3.7

)

(2.2

)

20.2

 

Ticketmaster

 

61.7

 

(1.8

)

 

(8.9

)

51.0

 

LendingTree

 

 

 

 

 

 

 

 

 

 

 

Lending

 

(1.0

)

(0.1

)

 

(2.6

)

(3.7

)

Real Estate

 

(3.9

)

 

 

(1.1

)

(5.0

)

Total LendingTree

 

(4.9

)

(0.1

)

 

(3.7

)

(8.7

)

Interval

 

47.3

 

 

 

(6.5

)

40.8

 

Total

 

$

135.2

 

$

(28.9

)

$

(6.5

)

$

(29.8

)

70.0

 

Other income, net

 

 

 

 

 

 

 

 

 

16.1

 

Earnings from continuing operations before income
taxes and minority interest

 

 

 

 

 

86.1

 

Income tax provision

 

 

 

 

 

 

 

 

 

(36.8

)

Minority interest in losses of consolidated
subsidiaries

 

 

 

 

 

 

 

0.9

 

Earnings from continuing operations

 

 

 

 

 

 

 

 

 

50.2

 

Income from discontinued operations, net of tax

 

 

 

 

 

 

 

 

 

2.6

 

Net earnings available to common shareholders

 

 

 

 

 

 

 

 

 

$

52.8

 

 


(A) Non-cash compensation expense includes $2.1 million, $2.3 million, $24.5 million and $0.1 million which are included in cost of sales, selling and marketing expense, general and administrative expense and other operating expense, respectively, in the accompanying consolidated statement of operations.

 

Supplemental: Depreciation

 

New IAC

 

 

 

Media & Advertising

 

$

9.5

 

Match

 

2.1

 

ServiceMagic

 

0.8

 

Entertainment

 

1.3

 

Emerging Businesses

 

1.6

 

Corporate

 

3.3

 

Total New IAC

 

18.5

 

Retailing (To be named HSN)

 

9.0

 

Ticketmaster

 

11.1

 

LendingTree

 

 

 

Lending

 

1.4

 

Real Estate

 

0.4

 

Total Lending Tree

 

1.8

 

Interval

 

2.2

 

Total Depreciation

 

$

42.6

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

14



 

New IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP

(unaudited; $ in millions; rounding differences may occur)

 

 

 

For the three months ended March 31, 2007

 

 

 

Operating Income
Before
Amortization

 

Non-cash
compensation
expense (A)

 

Amortization of
non-cash
marketing

 

Amortization of
intangibles

 

Operating
income (loss)

 

New IAC

 

 

 

 

 

 

 

 

 

 

 

Media & Advertising

 

$

17.2

 

$

 

$

(0.5

)

$

(6.2

)

$

10.5

 

Match

 

8.4

 

 

 

(0.2

)

8.2

 

ServiceMagic

 

6.2

 

(0.2

)

 

(0.8

)

5.3

 

Entertainment

 

(13.0

)

 

 

(0.7

)

(13.7

)

Emerging Businesses

 

(2.2

)

(0.6

)

 

(0.9

)

(3.6

)

Corporate

 

(22.6

)

(23.2

)

 

 

(45.9

)

Total New IAC

 

(6.0

)

(24.0

)

(0.5

)

(8.7

)

(39.2

)

Retailing (To be named HSN)

 

39.4

 

(0.1

)

 

(4.1

)

35.2

 

Ticketmaster

 

71.6

 

 

 

(6.9

)

64.8

 

LendingTree

 

 

 

 

 

 

 

 

 

 

 

Lending

 

3.1

 

(0.1

)

 

(2.9

)

0.1

 

Real Estate

 

(6.6

)

 

 

(1.4

)

(8.0

)

Total LendingTree

 

(3.4

)

(0.1

)

 

(4.3

)

(7.8

)

Interval

 

38.9

 

 

 

(6.3

)

32.6

 

Total

 

$

140.4

 

$

(24.2

)

$

(0.5

)

$

(30.2

)

85.4

 

Other income, net

 

 

 

 

 

 

 

 

 

12.8

 

Earnings from continuing operations before income
taxes and minority interest

 

 

 

 

 

98.2

 

Income tax provision

 

 

 

 

 

 

 

 

 

(37.5

)

Minority interest in income of consolidated
subsidiaries

 

 

 

 

 

 

 

(0.1

)

Earnings from continuing operations

 

 

 

 

 

 

 

 

 

60.6

 

Income from discontinued operations, net of tax

 

 

 

 

 

 

 

 

 

0.1

 

Net earnings available to common shareholders

 

 

 

 

 

 

 

 

 

$

60.7

 

 


(A) Non-cash compensation expense includes $1.8 million, $2.0 million and $20.3 million which are included in cost of sales, selling and marketing expense and general and administrative expense, respectively, in the accompanying consolidated statement of operations.

 

Supplemental: Depreciation

 

New IAC

 

 

 

Media & Advertising

 

$

7.6

 

Match

 

1.8

 

ServiceMagic

 

0.5

 

Entertainment

 

1.4

 

Emerging Businesses

 

1.2

 

Corporate

 

3.1

 

Total New IAC

 

15.5

 

Retailing (To be named HSN)

 

8.5

 

Ticketmaster

 

9.1

 

LendingTree

 

 

 

Lending

 

2.5

 

Real Estate

 

0.3

 

Total Lending Tree

 

2.8

 

Interval

 

1.9

 

Total Depreciation

 

$

37.8

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

15



 

IAC’S PRINCIPLES OF FINANCIAL REPORTING

 

IAC reports Operating Income Before Amortization, Adjusted Net Income, Adjusted EPS and Free Cash Flow, all of which are supplemental measures to GAAP. These measures are among the primary metrics by which we evaluate the performance of our businesses, on which our internal budgets are based and by which management is compensated. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. IAC endeavors to compensate for the limitations of the non-GAAP measures presented by providing the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measures. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures contained in this release and which we discuss below.

 

Definitions of Non-GAAP Measures

 

Operating Income Before Amortization is defined as operating income excluding, if applicable: (1) non-cash compensation expense and amortization of non-cash marketing, (2) amortization of intangibles and goodwill impairment, (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 marketing, and acquisition-related accounting.

 

Adjusted Net Income generally captures all items on the statement of operations that have been, or ultimately will be, settled in cash and is defined as net income available to common shareholders excluding, net of tax effects and minority interest, if applicable: (1) non-cash compensation expense and amortization of non-cash marketing, (2) amortization of intangibles and goodwill impairment, (3) pro forma adjustments for significant acquisitions, (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 the fair value of the derivatives created in the Expedia spin-off as a result of both IAC and Expedia shares being issuable upon the conversion of the Ask Convertible Notes and the exercise of certain IAC warrants, (6) income or expense reflecting changes in the fair value of the derivative asset associated with the sale of HSE24, (7) one-time items, and (8) discontinued operations.  We believe Adjusted Net Income is useful to investors because it represents IAC’s consolidated results, taking into account depreciation, which we believe is an ongoing cost of doing business, as well as other charges which are not allocated to the operating businesses such as interest expense, taxes and minority interest, but excluding the effects of any other non-cash expenses.

 

Adjusted EPS is defined as Adjusted Net Income divided by fully diluted weighted average shares outstanding for Adjusted EPS purposes.  We include dilution from options and warrants per the treasury stock method and include all restricted shares and restricted stock units (“RSUs”) in shares outstanding for Adjusted EPS, with performance-based RSUs included based on the number of shares that the Company believes are probable of vesting. This differs from the GAAP method for including RSUs, which treats them on a treasury method basis and with respect to performance-based RSUs only to the extent the performance criteria are met (assuming the end of the reporting period is the end of the contingency period).  In addition, convertible instruments are assumed to be converted in determining shares outstanding for Adjusted EPS, if the effect is dilutive.  Shares outstanding for Adjusted EPS purposes are therefore higher than shares outstanding for GAAP EPS purposes.  We believe Adjusted EPS is useful to investors because it represents, on a per share basis, IAC’s consolidated results, taking into account depreciation, which we believe is an ongoing cost of doing business, as well as other charges which are not allocated to the operating businesses such as interest expense, taxes and minority interest, but excluding the effects of any other non-cash expenses.  Adjusted Net Income and Adjusted EPS have the same limitations as Operating Income Before Amortization, and in addition Adjusted Net Income and Adjusted EPS do not account for IAC’s former passive ownership in VUE.  Therefore, we think it is important to evaluate these measures along with our consolidated statement of operations.

 

Free Cash Flow is defined as net cash provided by operating activities, less capital expenditures and preferred dividends paid by IAC. For purposes of Free Cash Flow, we also include changes in warehouse lines of credit due to the close connection that exists with changes in loans held for sale which are included in cash provided by operating activities. In addition, Free Cash Flow excludes tax payments and refunds related to the sale of IAC’s interests in VUE, PRC and HSE24 due to the exclusion of the proceeds from these sales from cash provided by operating activities. We believe Free Cash Flow is useful to investors because it represents the cash that our operating businesses generate, before taking into account cash movements that are non-operational. Free Cash Flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent the residual cash flow for discretionary expenditures.  For example, it does not take into account stock repurchases.  Therefore, we think it is important to evaluate Free Cash Flow along with our consolidated statement of cash flows.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

16



 

IAC’S PRINCIPLES OF FINANCIAL REPORTING - continued

 

Pro Forma Results

 

We will only present Operating Income Before Amortization, Adjusted Net Income and Adjusted EPS on a pro forma basis if we view a particular transaction as significant in size or transformational in nature. For the periods presented in this release, there are no transactions that we have included on a pro forma basis.

 

One-Time Items
 

Operating Income Before Amortization and Adjusted Net Income are presented before one-time items, if applicable. These items are truly one-time in nature and non-recurring, infrequent or unusual, and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. GAAP results include one-time items. For the periods presented in this release, there are no adjustments for any one-time items.

 

Non-Cash Expenses That Are Excluded From Our Non-GAAP Measures

 

Non-cash compensation expense consists principally of expense associated with the grants, including unvested grants assumed in acquisitions, of restricted stock, restricted stock units and stock options. These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding which, for restricted stock units and stock options, are included on a treasury method basis.  We view the true cost of our restricted stock units as the dilution to our share base, and as such units are included in our shares outstanding for Adjusted EPS purposes as described above under the definition of Adjusted EPS. Upon vesting of restricted stock and restricted stock units and the exercise of certain stock options, the awards are settled, at the Company’s discretion, on a net basis, with the Company remitting the required tax withholding amount from its current funds.

 

Amortization of non-cash marketing consists of non-cash advertising secured from Universal Television as part of the transaction pursuant to which VUE was created, and the subsequent transaction by which IAC sold its partnership interests in VUE (collectively referred to as “NBC Universal Advertising”). The NBC Universal Advertising is available for television advertising on various NBC Universal network and cable channels without any cash cost.

 

The NBC Universal Advertising is excluded from Operating Income Before Amortization and Adjusted Net Income because it is non-cash and generally is incremental to the advertising the Company otherwise secures as a result of its ordinary cost/benefit marketing planning process.  Accordingly, the Company’s aggregate level of advertising, and the increased concentration of that advertising on NBC Universal network and cable channels, does not reflect what our advertising effort would otherwise be without these credits, which will expire on September 30, 2008 if not exhausted before then.  As a result, management believes that treating the NBC Universal Advertising as an expense does not appropriately reflect its true cost/benefit relationship, nor does it best reflect the Company’s long-term level of advertising expenditures.  Nonetheless, while the benefits directly attributable to television advertising are always difficult to determine, and especially so with respect to the NBC Universal Advertising due to its incrementality and heavy concentration, it is likely that the Company does derive benefits from it, though management believes such benefits are generally less than those received through its regular advertising for the reasons stated above.  Operating Income Before Amortization and Adjusted Net Income therefore have the limitation of including those benefits while excluding the associated expense.

 

Amortization of intangibles is a non-cash expense relating primarily to acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as supplier contracts and customer relationships, are valued and amortized over their estimated lives. While it is likely that we will have significant intangible amortization expense as we continue to acquire companies, we believe that since intangibles represent costs incurred by the acquired company to build value prior to acquisition, they were part of transaction costs.

 

Equity income or loss from IAC’s 5.44% common interest in VUE was excluded from Adjusted Net Income and Adjusted EPS because IAC had no operating control over VUE, had no way to forecast this business, and did not consider the results of VUE in evaluating the performance of IAC’s businesses.  The gain from the sale in June 2005 of IAC’s interests in VUE and related effects are excluded from Adjusted Net Income and Adjusted EPS for similar reasons.

 

Non-cash income or expense reflecting changes in the fair value of the derivatives created in the Expedia spin-off is excluded from Adjusted Net Income and Adjusted EPS because the obligations underlying these derivatives, which relate to the Ask Convertible Notes and certain IAC warrants, are expected to ultimately be settled in shares of IAC common stock and Expedia common stock, and not in cash.

 

Income or expense reflecting changes in the fair value of the derivative asset created in the sale of HSE24 is excluded from Adjusted Net Income and Adjusted EPS because the variations in the value of the derivative are non-operational in nature.

 

Free Cash Flow

 

We look at Free Cash Flow as a measure of the strength and performance of our businesses, not for valuation purposes. In our view, applying “multiples” to Free Cash Flow is inappropriate because it is subject to timing, seasonality and one-time events. We manage our business for cash and we think it is of utmost importance to maximize cash – but our primary valuation metrics are Operating Income Before Amortization and Adjusted EPS.  In addition, because Free Cash Flow is subject to timing, seasonality and one-time events, we believe it is not appropriate to annualize quarterly Free Cash Flow results.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

17



 

OTHER INFORMATION

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

 

This press release and our conference call to be held at 11:00 a.m. Eastern Time today may contain “forward -looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements.  These forward-looking statements include, among others, statements relating to: IAC’s future financial performance, IAC’s business prospects and strategy, including the pending spin-off transactions, anticipated trends and prospects in the various industries in which IAC’s businesses operate and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward-looking statements 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, risks relating to the contemplated spin-off transactions and related matters, including, among others, increased demands on senior management at IAC and it businesses, the rate of online migration in the various markets and industries in which IAC’s businesses operate, technological changes, regulatory changes, changes in the interest rate environment or overall credit markets, a continuing or accelerating slowdown in the domestic housing market, increased credit losses relating to certain underperforming loans sold into the secondary market, effectiveness of hedging activities, changes affecting distribution channels, failure to comply with existing laws, our ability to offer new or alternative products and services in a cost effective manner and consumer acceptance of these products and services, changes in product delivery costs, changes in the advertising market and the ability of IAC to expand successfully in international markets. Certain of these and other risks and uncertainties are discussed in IAC’s filings with the Securities and Exchange Commission (“SEC”).  Other unknown or unpredictable factors that could also adversely affect IAC’s business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you 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

 

IAC is an interactive conglomerate operating more than 60 diversified brands in sectors being transformed by the internet, online and offline. To learn more about IAC please visit http://iac.com.

 

Contact Us

 

IAC Investor Relations

Eoin Ryan

(212) 314-7400

 

IAC Corporate Communications

Stacy Simpson / Leslie Cafferty

(212) 314-7280 / 7470

 

IAC

555 West 18th Street, New York, NY 10011  212.314.7300 Fax 212.314.7309  http://iac.com

 

*    *    *

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

18