-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I6AHW6ZEQSah1PWeH9F9zLURA9/ij4zZClyRrxYjUmADzrZe7uLZ99JHeKP5BTgz uRPQXHF9s57x9ldFRMoo9Q== 0000912057-00-002704.txt : 20000203 0000912057-00-002704.hdr.sgml : 20000203 ACCESSION NUMBER: 0000912057-00-002704 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000126 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TICKETMASTER ONLINE CITYSEARCH INC CENTRAL INDEX KEY: 0001006637 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 954546874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25041 FILM NUMBER: 515074 BUSINESS ADDRESS: STREET 1: 790 E COLORADO BLVD STREET 2: STE 200 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6264050050 MAIL ADDRESS: STREET 1: 790 E COLORADO BLVD STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: CITYSEARCH INC DATE OF NAME CHANGE: 19980617 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2000 Ticketmaster Online-CitySearch, Inc. ---------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25041 95-4546874 ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 790 E. Colorado Boulevard, Suite 200, Pasadena, California 91101 -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (626) 405-0050 - ------------------------------------------------------------------------------- Page 1 of 4 ITEM 5. OTHER EVENTS. On January 26, 2000, the Registrant issued a press release announcing its results for the quarter and year ended December 31, 1999. The full text of the press release is set forth in Exhibit 99.1 hereto and is incorporated in this Report as if fully set forth herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS.
Exhibit No. Description - ----------- ------------ 99.1 Press Release dated January 26, 2000.
- ------------------------------------------------------------------------------- Page 2 of 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 27, 2000 TICKETMASTER ONLINE-CITYSEARCH, INC. By: /s/ Charles Conn -------------------------------- Charles Conn Chief Executive Officer - ------------------------------------------------------------------------------- Page 3 of 4 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ------------ 99.1 Press Release dated January 26, 2000.
- ------------------------------------------------------------------------------- Page 4 of 4 EX-99.1 2 EXHIBIT 99.1 - ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE TICKETMASTER ONLINE-CITYSEARCH, INC. ANNOUNCES RECORD FOURTH QUARTER RESULTS; REVENUE INCREASES 168% TMCS SOLIDIFIES POSITION AS LEADING LOCAL PORTAL AND NUMBER ONE ONLINE TICKETING COMPANY Pasadena, CA - January 26, 2000 - Ticketmaster Online-CitySearch, Inc. (NASDAQ: TMCS) today announced financial results for the fourth quarter of 1999 that demonstrate its status as the leading local portal and "get it done" online consumer service. Revenues in the fourth quarter increased 168% over the comparable year-ago period to $36.4 million, driven by a 262% increase in online ticketing revenues and a 144% increase in city guide and related revenues. For the year, the Company recorded more than $105 million in revenues. FINANCIAL RESULTS Ticketmaster Online-CitySearch reported the following:
Three Months Ended Year Ended December 31, December 31, ------------------------------------------------------------------------------------ $ IN THOUSANDS ACTUAL ACTUAL Change ACTUAL PRO FORMA Change 1999 1998 1999 1998 ------------------------------------------------------------------------------------ Revenues Ticketing $20,974 $5,795 262% $64,787 $16,366 296% City Guide 12,825 5,264 144% 33,915 16,332 108% Sponsorship & Advertising 2,591 2,544 2% 6,601 7,459 (12%) ------------------------------------------------------------------------------------ Total $36,390 $13,603 168% $105,303 $40,157 162% ------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------ EBITDA ($14,507) ($3,801) (282)% ($42,743) ($23,079) (85)% ------------------------------------------------------------------------------------
The pro forma results are presented as if Ticketmaster Online and CitySearch had been combined as of January 1, 1998. "We continue to deliver on our mission to be the place on the Web where people come to get things done locally," said Charles Conn, Chief Executive Officer of Ticketmaster Online-CitySearch. "We entered 1999 with two close competitors, an emerging but unproven ticketing business and two clear goals become the leading local portal and grow our primary local commerce application, ticketing. I am pleased to report that we move into 2000 having established Ticketmaster Online-CitySearch as the clear number one local portal service, with consumer reach well ahead of our competition, and with a ticketing business that alone surpassed Forrester Research's revenue expectations for the whole U.S. online event ticketing industry. Traffic in the fourth quarter grew approximately 204% over the comparable year-ago period and 69% since the third quarter, and we have extended our local platform to include a host of new services and products to help our users get things done online. We believe we are now the number one local portal, with the clear number one position in ticketing, and extremely strong positions in the city guide and online personals businesses." "We continue to base our efforts on the belief that consumers spend the lion's share of their time and money within twenty miles of their homes -- and that Internet users need and want information and the ability to get things done locally online. While building a robust local platform requires a significant investment in time and capital, we are proud to have created a strong, differentiated service with key local media and community partnerships in our cities. In the coming year, we will look to continue to build off this strong local platform, expanding both our range of services and the types of Web-connected devices that can utilize our services. " The Company's EBITDA loss for the quarter was $14.5 million, or $10.7 million wider than in the year-ago comparable period. The increase in EBITDA loss was primarily attributable to the Company's accelerated roll-out of new owned and operated city guides. AUDIENCE AND TRAFFIC HIGHLIGHTS Ticketmaster Online-CitySearch's combined reach among home and work users increased to 8.9% during December 1999, up from 4.7% in December 1998 according to Media Metrix. The Company registered unique users of 5.8 million in December, an increase of 118% from December 1998. In commerce, Media Metrix reported that the ticketmaster.com site ranked among the top 20 most visited e-commerce sites during the 1999 holiday season. TICKETING & TRANSACTIONS Ticketing revenue increased 262% in the fourth quarter of 1999 over the comparable year-ago period. While Forrester Research had estimated that the U.S. online event ticketing market for 1999 would reach $300 million in the aggregate, ticketmaster.com alone had gross ticket sales of over $400 million in 1999, making it by far the largest provider of online tickets. Ticketmaster.com averaged $1.7 million per day in gross sales transactions in the fourth quarter and had two record transaction days in December, selling 149,325 and 159,451 tickets, on December 4th and 11th, worth approximately $4 million and $8 million, respectively. Overall, ticketmaster.com sold 3.3 million tickets in the quarter at an average convenience and handling charge of $6.46 per ticket. For the quarter, this represented a record 18.4% of the total tickets sold by Ticketmaster Corp. within the United States, United Kingdom, and Canada. The percentage of total Ticketmaster tickets sold online continues to expand rapidly for a wide range of events, including music, sports and family entertainment. For example, in the Nashville market, ticketmaster.com sold 41% of the Tennessee Titans' playoff tickets, 22% of the Nashville Predators' single game tickets and 41% of the Music City Bowl tickets sold by Ticketmaster Corp. CITY GUIDE & RELATED City Guide and Related revenue increased 144% in the fourth quarter of 1999 over the comparable year-ago period, benefiting in part from the first full quarter of revenues from the One and Only Networks acquisition. CitySearch city guides that have been online for more than one year have seen traffic increase by approximately 75% since the beginning of the year, and according to the latest available data from Media Metrix, Ticketmaster Online-CitySearch has estimated local reach in these markets ranging from 14 to 17%. Including city guides launched this year and the effect of the Sidewalk acquisition, city guide traffic increased 200% since the beginning of 1999. In 1999, the Company added 25 new city guides with local sales and editorial staff, and further expanded its network to more than 70 cities worldwide with the acquisition and integration of the arts and entertainment portion of Microsoft's Sidewalk city guides. Now a comprehensive national network, CitySearch continues to focus on local media relationships in its cities, recently adding new promotional and content arrangements with many radio, television and newspaper companies including Clear Channel Communications in Tampa, The Denver Post Online and WMEX-Radio Boston, bringing the total number of media partnerships to over 100. Ticketmaster Online-CitySearch closed the acquisition of One and Only Network in the third quarter. Combined with Match.Com, these properties have over four million user registrations. In December, Media Metrix reported the combined personals companies had approximately 1.1 million unique users, making it one of the largest independent networks of online personals on the Internet. SPONSORSHIPS AND ADVERTISING Revenue in the Sponsorships and Advertising category increased 2% in the fourth quarter of 1999 over the comparable year-ago period. Excluding the loss of one major sponsor (N2K) in the year-ago period, revenue in the category increased 108% over the comparable year-ago period. The Company added Circuit City, Real Networks, and Oldsmobile, among others, to its existing roster of leading advertisers and sponsors which includes MSN, ESPN, and Ford Motor Company. The Company believes that its national network of local city guides with strong, differentiated content is in an excellent position to benefit from the continuing growth of online advertising. According to Jupiter Research, 77% of advertisers indicated that they planned to increase local online advertising in 2000, and 55% of advertisers indicated that they plan to increase their ad spending on city guides in 2000. OTHER RECENT HIGHLIGHTS CitySearch announced plans to continue to integrate its platform of in-depth locally-developed content with new online tools and functionality that allow consumers to "get things done." For example, a user on citysearch.com will be able to find out about family, sports, concerts, and arts events, purchase tickets (ticketmaster.com or culturefinder.com), find a date or invite a friend (Match.Com or Evite.com), research and make reservations at a nearby restaurant (reservations.citysearch.com), and even purchase related merchandise prior to the event (store.ticketmaster.com). CORPORATE HIGHLIGHTS - USA Networks, Inc. (NASDAQ:USAI) invested an additional $40 million in TMCS through the acquisition of 1.3 million Class B common shares by its wholly-owned subsidiary Ticketmaster Corporation in December 1999. The strategic investment increased available cash to approximately $88 million at year-end and strengthened the Company's ability to execute its growth strategies. - Ticketmaster Online-CitySearch solidified its management team, by promoting John Pleasants to President, Dan Marriott to Executive Vice President, Corporate Strategy and Development, Steven Trepp to President, City Guide and Traci Fleming to Chief Operating Officer, City Guide. - Microsoft and CitySearch launched a Local Channel delivering local arts and entertainment content to nearly 3,000 local areas nationwide on the MSN portal, as well as through the MSN Entertainment Channel and Microsoft WebTV Network service. EXPANDED SERVICES - CitySearch announced its new Reservations Center which will feature convenient online tee-time reservations for golfers through SelectTeeTimes.com, LinksTime.com and Teemaster.com; personal service scheduling through PointServe; hotel reservations through Hotel Reservation Network (HRN), WorldRes.com and Pegasus Systems, Inc.; and online restaurant reservations through foodline.com. - CitySearch announced an investment and distribution arrangement with the newly combined ActiveUSA.com/Racegate.com, the Internet's largest online local participatory sports registration and reservation company. ActiveUSA.com will allow consumers to book online reservations for more than 6,000 local and national events in as many as 60 different sporting categories. In addition, ActiveUSA.com will offer information for over 50,000 events nationwide, making it one of the most comprehensive sporting events calendars on the Internet. - CitySearch signed a marketing and distribution agreement with CultureFinder.com, an award-winning cultural events site, which will help make TMCS the Internet's largest local portal for access to cultural events. EXPANDED E-COMMERCE - CitySearch announced a long-term distribution partnership agreement that will make Kozmo.com, a leading local delivery service, the exclusive "under one hour" general delivery provider on the citysearch.com network of city guides. - Ticketmaster.com launched store.ticketmaster.com, offering in-context merchandise to ticket shoppers letting consumers purchase CDs, videos, apparel, and memorabilia related to their favorite artists, sports teams, and entertainment events before, during and after their ticket purchase. This integrated retail approach lets consumers buy the things they want while they shop for tickets, gather information and plan for a night out. ABOUT TICKETMASTER ONLINE-CITYSEARCH Ticketmaster Online-CitySearch, Inc. (NASDAQ: TMCS) is a leading local portal and transactions company that provides in-depth local content and services to help people "get things done" online. TMCS offers practical tools for living that make the Internet an indispensable part of peoples' everyday lives. The TMCS family of Web sites includes citysearch.com, ticketmaster.com, store.ticketmaster.com, cityauction.com, match.com, oneandonly.com, sidewalk.com, livedaily.com, astroabby.com, reservations.citysearch.com and jobs.citysearch.com. TMCS is located in Pasadena, Calif. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This press release contains forward-looking statements about Ticketmaster Online-CitySearch, Inc. (the "Company"), including those concerning its future product plans. These forward-looking statements involve risks and uncertainties. The Company's actual results could differ materially from these statements. Among the risks and uncertainties that could adversely affect the Company's actual results are: the limited operating history and early development stage of the Company; the absence of history of Ticketmaster Online as an independent company; the Company's lack of profitability and anticipation of continued losses; the Company's dependence on its relationship with Ticketmaster Corporation; control of the Company by USA Networks, Inc.; the potential for conflicts of interest; the fact that the license agreement between USA Networks, Ticketmaster Corporation and the Company is subject to certain limitations that are contained therein; possible future sales of the Company's securities by USA Networks, Inc.; company integration risks; the Company's dependence on increased ticket sales; the Company's future capital needs and the uncertainty of additional financing; the unpredictability and potential fluctuations in future revenues and operating results. Investors are encouraged to read the risks and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. Ticketmaster Online-CitySearch is the owner or licensee of its name and logo trademarks and service marks. All other trademarks and trade names are the property of their respective owners. # # # FOR MORE INFORMATION: Nancy Scott Lyon, Ticketmaster Online-CitySearch, +1-626-660-2530; nancy_lyon@citysearch.com or Sara Strickland, Ticketmaster Online-CitySearch, +1-626-660-2758; sara@citysearch.com. Ticketmaster Online-CitySearch corporate headquarters is located at 790 East Colorado Boulevard - Suite 200, Pasadena, California, 91101; +1-626-405-0050; fax +1-626-405-9929; info@citysearch.com. Condensed Consolidated Balance Sheet (in thousands)
December 31 December 31 1999 1998 ------------------------------------------ ASSETS Current assets Cash and cash equivalents $ 87,754 $ 106,910 Accounts receivable, net 4,075 1,249 Other current assets 5,047 3,030 ------------------------------------------ Total current assets 96,876 111,189 Property and equipment, net 16,832 5,893 Investments 23,085 - Goodwill and other intangible assets, net 667,555 299,643 Other long term assets 321 - ========================================== Total assets $ 804,669 $ 416,725 ========================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 4,537 $ 2,734 Accrued expenses 9,100 4,551 Other current liabilities 6,936 3,213 ------------------------------------------ Total current liabilities 20,573 10,498 Other liabilities 1,503 2,639 ------------------------------------------ Total liabilities 22,076 13,137 ------------------------------------------ Stockholders' equity Common stock & additional paid in capital 919,987 419,633 Accumulated deficit (137,406) (16,038) Foreign currency translation 12 (7) ------------------------------------------ Total stockholders' equity 782,593 403,588 ------------------------------------------ Total liabilities and stockholders' equity $ 804,669 $ 416,725 ==========================================
Ticketmaster Online-CitySearch, Inc. Condensed Consolidated Statements of Operations (in thousands, except per share amounts)
Actual Actual Actual Pro Forma (a) --------------------------------------------------------------------------------- 3 Mos. Ended 3 Mos. Ended Year Ended Year Ended 12/31/99 12/31/98 12/31/99 12/31/98 (unaudited) (unaudited) -------------------------------------------------------------------------------- Revenues Ticketing operations $20,974 $5,795 $64,787 $16,366 City guide and related 12,825 5,264 33,915 16,332 Sponsorship and advertising 2,591 2,544 6,601 7,459 ---------------------------------------------------------------------------- Total revenues 36,390 13,603 105,303 40,157 ---------------------------------------------------------------------------- Operating costs and expenses Ticketing operations 15,257 4,322 47,870 12,132 City guide and related 11,183 3,916 30,289 14,512 Sales and marketing 17,747 6,062 47,262 21,797 Research and development 1,866 1,689 7,455 6,728 General and administrative 5,255 2,203 15,241 8,201 Amortization of goodwill 33,451 12,228 77,744 47,705 Merger and other transaction costs 943 11 4,236 3,112 ---------------------------------------------------------------------------- Total costs and expenses 85,702 30,431 230,097 114,187 ---------------------------------------------------------------------------- Loss from operations (49,312) (16,828) (124,794) (74,030) Interest income, net 940 56 4,163 1,432 Equity in net loss of unconsolidated affiliates (272) 0 (272) 0 ---------------------------------------------------------------------------- Loss before income taxes (48,644) (16,772) (120,903) (72,598) Income tax provision 281 86 464 0 ============================================================================ Net loss ($48,925) ($16,858) ($121,367) ($72,598) ============================================================================ Basic and diluted net loss per share ($0.58) ($0.26) ($1.59) ($1.16) ============================================================================ Shares used to compute basic and diluted net loss per share 84,610 65,325 76,097 62,682 ============================================================================ Supplemental Financial Information (b) EBITDA (c) ($14,507) ($3,801) ($42,743) ($23,079) ============================================================================ EBITDA before merger and other transactions costs (d) ($13,564) ($3,790) ($38,507) ($19,967) ============================================================================ Basic and diluted net loss per share, excluding merger and other transaction costs ($0.57) ($0.26) ($1.54) ($1.11) ============================================================================
Notes: a) The unaudited pro forma statements of operations data reflects the combined operating results of Ticketmaster Online and CitySearch as if the merger between Ticketmaster Online and CitySearch had occurred at the beginning of the period. b) The accompanying supplemental financial information is presented for informational purposes only and should not be considered as a substitute for the historical and pro forma financial information presented in accordance with GAAP. c) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. d) EBITDA before merger and other transaction costs excludes non-recurring charges associated with the Ticketmaster Online and CitySearch merger and other transactions. -----END PRIVACY-ENHANCED MESSAGE-----