-----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, NwcOeJl7rWMPybMOOIivJxHksq7H1V1jhB7SItima40peWp6xADQfPIuKW8qBuhQ QRpHk8vEeBfFgYdA5UO/QQ== 0000912057-01-003760.txt : 20010205 0000912057-01-003760.hdr.sgml : 20010205 ACCESSION NUMBER: 0000912057-01-003760 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010201 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010201 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: 1521002 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 a2036860z8-k.txt FORM 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): February 1, 2001 TICKETMASTER ------------------------------------------------------ (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.) 3701 WILSHIRE BLVD., LOS ANGELES, CALIFORNIA 90010 -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (213) 381-2000 ITEM 5. OTHER EVENTS. On February 1, 2001, the Registrant issued a press release announcing its results for the quarter and the year ended December 31, 2000. The full text of the press release, other than the final sentence of the fourth paragraph under the heading "Ticketing & Transactions" therein, which is set forth in Exhibit 99.1 hereto, is filed and 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 February 1, 2001. 99.2 Guidance Information ITEM 9. REGULATION FD DISCLOSURE The following are not filed but are furnished pursuant to Regulation FD: (a) the final sentence of the fourth paragraph under the heading "Ticketing & Transactions" of the press release, appearing in Exhibit 99.1 hereto; and (b) the guidance information appearing as Exhibit 99.2 hereto. 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: February 1, 2001 TICKETMASTER By: /s/ JOHN PLEASANTS ------------------------------------ John Pleasants Chief Executive Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release dated February 1, 2001. 99.2 Guidance Information EX-99.1 2 a2036860zex-99_1.txt EXHIBIT 99.1 [TICKETMASTER.COM LOGO] [CITYSEARCH.COM LOGO] - -------------------------------------------------------------------------------- TICKETMASTER, FORMERLY NAMED TICKETMASTER ONLINE-CITYSEARCH, REPORTS FULL YEAR 2000 REVENUE GAIN OF 110% BEFORE COMBINATION WITH TICKETMASTER CORPORATION, FOURTH QUARTER EBITDA LOSS DECREASES TO $4.7 MILLION; $(0.09) CASH EPS BEATS CONSENSUS OF $(0.12) Los Angeles, CA - February 1, 2001 - Ticketmaster (NASDAQ: TMCS) (formerly named Ticketmaster Online-Citysearch, Inc.) today announced record fourth quarter and full year results for the year ended December 31, 2000. TMCS has completed its combination with Ticketmaster Corporation as of January 31, 2001 and has changed its name to Ticketmaster. Unless specified differently below, all information in this release reflects actual fourth quarter and full year 2000 results of the operations of TMCS prior to the combination. Revenues in the fourth quarter of 2000 increased 53.0 percent over the comparable year-ago period to $55.7 million. Revenues for the full year 2000 were $220.6 million, an increase of 109.5 percent over the 1999 period. The EBITDA* loss in the fourth quarter of 2000 was $4.7 million, compared to an EBITDA loss of $13.4 million in the year ago quarter, an improvement of 64.6 percent. Cash EPS** was $(0.09) per share compared with $(0.17) per share in the year ago quarter. First Call consensus for Cash EPS for the fourth quarter of 2000 was $(0.12). (*EBITDA - earnings before interest, taxes, depreciation, amortization, merger and other transaction costs, equity in loss of unconsolidated affiliates, other income/expense, non-cash advertising expense and investment losses **Cash EPS - earnings per share excluding amortization, merger and other transaction costs, equity in loss of unconsolidated affiliates, non-cash advertising expense and investment losses) FINANCIAL RESULTS Ticketmaster (formerly Ticketmaster Online-Citysearch) reported the following:
Three Months Ended Twelve Months Ended December 31, December 31, --------------------------------------------------------------------------------- $ IN THOUSANDS 2000 1999 Change 2000 1999 Change --------------------------------------------------------------------------------- Revenues Ticketing operations $32,850 $20,974 56.6% $135,595 $ 64,787 109.3% City guide and related 17,478 12,825 36.3% 66,652 33,915 96.5% Sponsorship & advertising 5,332 2,591 105.8% 18,397 6,601 178.7% --------------------------------------------------------------------------------- Total revenues 55,660 36,390 53.0% $220,644 $105,303 109.5% --------------------------------------------------------------------------------- EBITDA* (4,732) (13,357) 64.6% $(29,674) $(38,301) 22.5% ---------------------------------------------------------------------------------
(*EBITDA - see above) "Our strong cash flow performance reflects the progress we have made in building our category-leading businesses while controlling costs to achieve significant operating leverage. This momentum places us in a position of strength as we combine the businesses of TMCS with those of Ticketmaster Corporation," said John Pleasants, president and chief executive officer of Ticketmaster. "Our category-leading ticketing businesses are now completely cross platform, incorporating the strengths of online, telephone and retail outlets. With our unique combination of properties, we are well positioned to address the broader market for information and reserved access and are expanding our growth initiatives to include new areas beyond live event ticketing." AUDIENCE AND TRAFFIC HIGHLIGHTS Total network traffic grew significantly during the quarter to an estimated 873 million page views, an increase of 47 percent from the year ago quarter. According to Media Metrix, TMCS' combined reach among home and work users was 8.9 percent in December and unique users were 7.2 million in the December period, an increase of 24 percent from the year ago comparable period. TMCS' monthly average unique users increased from 4.9 million in 1999 to 7.4 million in 2000, a 52 percent increase. Ticketmaster.com was the #2 Web retailer among US home web users in 2000, according to PC Data Online. TICKETING & TRANSACTIONS Ticketing revenue was $32.9 million in the fourth quarter of 2000, an increase of 56.6 percent compared to the year ago quarter. Gross transaction value in the fourth quarter for ticketmaster.com was approximately $221.1 million. Ticketmaster.com sold more than 4.5 million tickets in the quarter, representing 26.2 percent of the total tickets sold by Ticketmaster Corporation within the United States, United Kingdom and Canada. For the full year ticketmaster.com sold 19.0 million tickets compared with 10.0 million in 1999, an increase of 90 percent. Gross transaction value for the full year was $864.0 million compared with $445.4 million in 1999, an increase of 94.0 percent. The average convenience and handling charge for ticketmaster.com in the fourth quarter of 2000 was $6.75 per ticket. TicketWeb and 2b Technology, the Company's ticketing subsidiaries which serve smaller and cultural venues such as museums and zoos, added more than 144 new clients and sold approximately 500,000 tickets in the fourth quarter of 2000, with an average convenience charge of more than $3.00. During the quarter, these companies continued to broaden their client base, adding clients such as Montana State University, Dallas Opera, National Women's Basketball League, Wimbledon and the Victoria and Albert Museum. Total ticket sales in the quarter were slightly below expectations, partially reflecting the shift of several anticipated popular events from the fourth quarter of 2000 to the first quarter of 2001, such as on-sales for the Cleveland Indians 2001 season and the U2 Tour. 2 "During the quarter, we were able to take a number of important steps to lay the foundation for continued strong top and bottom line growth in the ticketing business," said Tom Stockham, president, ticketmaster.com. "Ticketmaster continues to add new clients as well as to find new and innovative ways to sell additional tickets for our existing clients. We also have planned specific steps designed to continue to make the Internet a preferred channel of distribution for consumers. For instance, in the first half of 2001, ticketmaster.com will unveil improved searching and seat selection features which will allow us to drive our online penetration," said Stockham. Subsequent to quarter end, the Company announced it has entered into an agreement to acquire ReserveAmerica, the leading provider of campsite reservations. In addition, 2b Technology has entered into the marine transportation and sightseeing portion of the market adding clients such as NY Waterway and Catalina Express. These efforts support the Company's strategy to include a broadened array of access and reservation opportunities beyond live event ticketing. "By increasing the types of tickets and reservations we offer, we can expand our revenue base beyond the live event ticketing portion of the market. Opportunities such as camping and transportation reservations represent new revenue streams that can offer substantial growth opportunities. We will continue to look for additional areas which can utilize our technology and distribution expertise for reservation, ticketing and access services," said Pleasants. CITY GUIDE & RELATED City Guide and Related revenue increased 36.3 percent to $17.5 million in the fourth quarter of 2000 from $12.8 million in the comparable year-ago period. City guide page view traffic increased 80 percent since the fourth quarter last year. Full year page views increased from 215 million to 551 million in 2000, an increase of 156 percent. The Citysearch network of local city guides now covers 49 of the 50 US markets with the highest number of Internet users, according to The Media Audit report. "At year end, we completed the rollout of the new look and functional design of our city guides which was a key part of our CS21 initiative," said Steven Trepp, president of Citysearch. "Our product momentum is significant as we continue to build the best local site, with deep local information and the best local searching on the Internet. We also have had great success in selling our local premium placements, with as many as 15 categories selling out in multiple markets. And, importantly, all of this progress has been made while we have reduced our operating expense." The Company has introduced a new employment channel through our relationship with FlipDog.com and will expand its real estate channel working with Network Communications, Inc. in the first quarter of 2001. With the introduction of its new vertical products, the Company has achieved significantly higher sales productivity rates than with its traditional products. 3 The Company's personals operations attracted a monthly average of 1.5 million unique users in the fourth quarter of 2000, a 29 percent increase over the year ago period. Total page views for the personals business in 2000 was 1.5 billion, compared with 592 million a year ago, an increase of 153%. The personals sites currently have nearly 9 million registrants to date combined and approximately 171,000 affiliate sites. Match.com continues to expand its distribution through strategic partnerships. The personals business also continues to build its client base through value-added events and cross property promotions. As an example, the Company hosted a Match.com singles mixer at an Atlanta Hawks game, resulting in hundreds of incremental ticket sales for Ticketmaster and a sold out event for Match.com. "By working with strategic partners such as MSN and Yahoo!, we are expanding our reach as we build the premier personals experience. We are also committed to increasing the value-added services we offer our members. By working closely with Ticketmaster's other businesses such as TicketWeb and Citysearch, we have been able to create events that support our brand and generate incremental revenue," said Cynthia Hennessy, president, Match.com. "For instance, we have learned that our members value the opportunity to participate in offline events and, by coupling our members with partners such as restaurants, entertainment venues and movie studios, we have been successful in increasing the value of membership while generating additional revenue." SPONSORSHIPS AND ADVERTISING In the fourth quarter, revenue in the Sponsorships and Advertising category increased 105.8 percent to $5.3 million from $2.6 million in the fourth quarter a year ago. For the full year, Sponsorship and Advertising increased to $18.4 million from $6.6 million, an increase of 178.7 percent. Revenues from advertising sold to Internet companies equaled approximately 5.4 percent of TMCS consolidated revenue in the fourth quarter, and only 2.5 percent of revenues were from stand-alone Internet companies. The Company also continues to attract national brand advertisers including Starwood Hotels, Western Union, McDonald's, Chevrolet, Disneyland, the National Basketball Association and Sprite. TMCS ADVERTISING ON USA NETWORKS During the quarter USA Networks contributed advertising and promotional support to Citysearch, reflecting the commitment of TMCS and USA Networks, Inc. (Nasdaq: USAI) to work together. Based on the advertising value received in the fourth quarter of 2000, the Company recorded a non-cash charge of approximately $5.7 million. 4 PRO FORMA RESULTS Pro forma results reflecting the combination with Ticketmaster Corporation for the year ended December 31, 1999 and 2000 as if the transaction had closed at the beginning of those respective periods.
$ IN MILLIONS 2000 1999 Change ---------------------------------------------------- Revenues Ticketing operations $518.6 $442.7 17.1% City guide and classifieds 80.0 36.3 120.4% Corporate and other 8.1 19.5 (58.5%) ---------------------------------------------------- Total revenues $606.7 $498.5 21.7% ==================================================== EBITDA (a) Ticketing operations $100.1 $95.9 4.3% City guide and classifieds (47.4) (52.1) 9.0% Corporate and other (15.8) (2.9) (444.8%) ---------------------------------------------------- Total EBITDA $36.9 $40.9 (9.7%) ====================================================
(a) EBITDA is defined as earnings before interest, taxes, depreciation, amortization, merger and other transaction costs, minority interest, advertising contributed by USA Networks, Inc. for which no consideration was paid by the Company, equity in net income (loss) of unconsolidated affiliates, investment losses, net and other income and expenses. The presentation of segment EBITDA reflects the allocation of direct overhead costs to the Ticketing operations and City guide and classifieds segments and captures in Corporate and other those corporate expenses related to the operation of a public company and its related growth initiatives. THE COMPANY'S STATEMENTS HEREIN REGARDING THE COMPANY'S EXPECTATIONS CONTAIN FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS ARE BASED ON THE COMPANY'S EXPECTATIONS AS OF THE DATE OF THIS RELEASE AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE STATEMENTS. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THESE STATEMENTS. THE COMPANY HAS ALSO INCLUDED SELECTED HISTORICAL PRO FORMA FINANCIAL INFORMATION AND FINANCIAL GUIDANCE IN ITS CURRENT REPORT FILED TODAY WITH THE SEC ON FORM 8-K. ABOUT TICKETMASTER (FORMERLY TICKETMASTER ONLINE-CITYSEARCH) Ticketmaster (TMCS) operates the world's leading ticketing service; selling 83 million tickets valued at more than 3.3 billion dollars, through approximately 3,500 retail Ticket Center outlets; 18 worldwide telephone call centers; and ticketmaster.com. Ticketmaster serves more than 6,200 clients worldwide and acts as the exclusive ticketing service for hundreds of leading arenas, stadiums, performing arts venues, and theaters. The Company also operates Citysearch, a leading online local network enabling people to get the most out of their city, and Match.com, the premier online matchmaking service. Located in Los Angeles, California, Ticketmaster is majority owned by USA Networks, Inc. (USAI) and is a division of its Information and Services unit. Ticketmaster was formed through the combination of the operations of Ticketmaster Online-Citysearch and Ticketmaster Corporation in January 2001 and renamed Ticketmaster. CONFERENCE CALL The Company will host a conference call to discuss its fourth quarter and full year results which is open to all parties. The call will be held on Thursday, February 1, 2001 at 10:00 a.m. Eastern Time. Those parties in the United States and Canada interested in participating in the telephone conference should call (312) 5 470-7393 (toll call) and use pass code TICKETMASTER or listen on the Web at www.abouttmcs.com. Other international parties should call (800) 342-8815 and use pass code TICKETMASTER. The call is scheduled to begin promptly at its appointed time, and all interested parties should be on the line by then. In order to ensure participation, please dial in 15 minutes prior to the scheduled time. Replays of the conference call will begin approximately one hour after its completion and will run until 12:30 p.m. Central Time on February 8, 2001. To hear the replay, parties in the United States and Canada should call toll free 1-800-342-8815. International parties should call 1-402-220-9672. An online replay of the conference call will be available at www.abouttmcs.com SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This press release contains forward-looking statements about Ticketmaster (the "Company"), including statements concerning its future product plans. These forward-looking statements involve risks and uncertainties. The Company's actual results could differ materially from these statements. These forward-looking statements are based on the Company's expectations as of the date of this release and the Company undertakes no obligation to update these statements. Among the risks and uncertainties that could adversely affect the Company's actual results are: that the Company may not realize the synergies and other intended benefits of the combination; that the Company may have difficulty overcoming problems associated with rapid expansion and growth; the dependence of the Company's business on entertainment, sporting and leisure events; quarterly fluctuations in the Company's revenues which could adversely affect the market price of the Company's stock; the risks of operating internationally; the dependence of the Company on its relationships with clients; the Company's future capital needs and the uncertainty of additional financing; the Company's dependence on key personnel and need to hire additional qualified personnel; control of the Company by USA Networks, Inc.; the potential for conflicts of interest between the Company and USA Networks, Inc.; the Company's need to continue to promote its brands; risks associated with competition; the Company's reliance on third party technology; network security risks; the Company's need to be able to adapt to rapid technological changes; liability associated with the information displayed or accessed on the Company's web sites; intellectual property infringement risks; risks associated with changing legal requirements on the Company's operations, including privacy concerns; litigation risks; the dilutive effect of future acquisitions; risks associated with the failure to maintain the Company's domain names; and the risk to its stock price associated with the Company's anti-takeover provisions. Investors are encouraged to read the risks and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. Ticketmaster 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: MEDIA: Kandus Kane, Ticketmaster, 626-660-2544; KKANE@CITYSEARCH.COM Eric Jaffe, Ticketmaster, 626-660-3572; EJAFFE@CITYSEARCH.COM INVESTORS: Mary McAboy, Ticketmaster, 626-660-2858; MMCABOY@CITYSEARCH.COM Ticketmaster's corporate headquarters is located at 3701 Wilshire Boulevard, Los Angeles, California, 90010; 213-639-6100; INFO@CITYSEARCH.COM. 6 Ticketmaster Online-Citysearch, Inc. Condensed Consolidated Balance Sheet (in thousands)
September 30, December 31, 2000 1999 -------------------------- -------------------------- (unaudited) ASSETS Current assets Cash and cash equivalents $ 30,297 $ 61,455 Marketable securities available for sale 17,583 26,299 Accounts receivable, net 10,396 6,546 Other current assets 5,225 3,826 -------------------------- -------------------------- Total current assets 63,501 98,126 Property and equipment, net 23,788 16,831 Investments 20,028 23,085 Goodwill and other intangible assets, net 613,607 662,921 Other long term assets 3,833 3,706 -------------------------- -------------------------- Total assets $ 724,757 $ 804,669 ========================== ========================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 2,822 $ 4,537 Accrued expenses 14,279 9,100 Other current liabilities 10,157 6,936 -------------------------- -------------------------- Total current liabilities 27,258 20,573 Other liabilities 1,146 1,503 -------------------------- -------------------------- Total liabilities 28,404 22,076 -------------------------- -------------------------- Stockholders' equity Common stock & additional paid in capital 976,958 920,198 Accumulated deficit (280,481) (137,413) Accumulated other comprehensive loss (124) (192) -------------------------- -------------------------- Total stockholders' equity 696,353 782,593 -------------------------- -------------------------- Total liabilities and stockholders' equity $ 724,757 $ 804,669 ========================== ==========================
Ticketmaster Online-Citysearch, Inc. Condensed Consolidated Statements of Operations (in thousands, except per share amounts)
Actual Actual Actual Actual ------------------ ------------------ ------------------ ------------------ 3 Mos. Ended 3 Mos. Ended 9 Mos. Ended 9 Mos. Ended 9/30/00 9/30/99 9/30/00 9/30/99 (unaudited) (unaudited) (unaudited) (unaudited) ------------------ ------------------ ------------------ ------------------ Revenues Ticketing operations $ 34,065 $ 16,634 $ 102,745 $ 43,812 City guide and related 17,743 8,977 49,174 21,089 Sponsorship and advertising 5,254 1,800 13,064 4,009 ------------------ ------------------ ------------------ ------------------ Total revenues 57,062 27,411 164,983 68,910 ------------------ ------------------ ------------------ ------------------ Operating costs and expenses Ticketing operations 26,030 12,305 77,568 32,612 City guide and related 12,886 8,582 39,015 19,052 Sales and marketing 21,056 13,990 57,007 29,569 Research and development 1,374 2,051 4,641 5,589 General and administrative 7,048 4,087 19,808 9,994 Amortization of goodwill and other intangibles 36,994 18,606 107,265 44,294 Merger and other transaction costs - 514 - 3,285 ------------------ ------------------ ------------------ ------------------ Total costs and expenses 105,388 60,135 305,304 144,395 ------------------ ------------------ ------------------ ------------------ Loss from operations (48,326) (32,724) (140,321) (75,485) Interest income, net 556 986 2,346 3,223 Equity in loss of unconsolidated affiliates (1,194) - (3,774) - Other income / expense (11) - (289) - ------------------ ------------------ ------------------ ------------------ Loss before income taxes (48,975) (31,738) (142,038) (72,262) Income tax provision 168 49 1,033 182 ------------------ ------------------ ------------------ ------------------ Net loss $ (49,143) $ (31,787) $ (143,071) $ (72,444) ================== ================== ================== ================== Basic and diluted net loss per share $ (0.55) $ (0.41) $ (1.65) $ (0.99) ================== ================== ================== ================== Shares used to compute basic and diluted net loss per share 88,548 76,908 86,909 73,537 ================== ================== ================== ================== Supplemental Financial Information (a) EBITDA (b) $ (7,556) $ (13,014) $ (25,090) $ (28,238) ================== ================== ================== ================== EBITDA before merger and other transaction costs (c) $ (7,556) $ (12,500) $ (25,090) $ (24,953) ================== ================== ================== ================== Basic and diluted net loss per share, excluding amortization of goodwill, equity in loss of unconsolidated affiliates and non-cash advertising expense $ (0.11) $ (0.17) $ (0.35) $ (0.38) ================== ================== ================== ==================
Notes: a) 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. b) EBITDA is defined as earnings before interest, taxes, depreciation, amortization, advertising contributed by USA Networks, Inc. for which no consideration was paid by TMCS, equity in loss of unconsolidated affiliates and other income/expense. c) EBITDA before merger and other transaction costs excludes non-recurring charges associated with certain transactions which were not completed.
EX-99.2 3 a2036860zex-99_2.txt EXHIBIT 99.2 As furnished to the Securities and Exchange Commission on February 1, 2001 TICKETMASTER ($ MILLIONS, EXCEPT PER SHARE DATA)
GUIDANCE ESTIMATES ------------------- PRO FORMA 2000 PRO FORMA ACTUAL 2001 ACTUAL ---------------------------------------------------- ------------------- 1999 Q1 Q2 Q3 Q4 YEAR Q1 Q2 ---------- -------- -------- -------- -------- -------- -------- -------- REVENUES Ticketing operations (a)(b)...... $ 442.7 $128.0 $143.0 $124.9 $122.7 $ 518.6 $138.0 $160.0 City guide and classifieds (c)... 36.3 17.0 20.2 21.6 21.2 80.0 21.5 24.0 Corporate and other (d).......... 19.5 4.2 2.8 0.6 0.5 8.1 -- -- ------- ------ ------ ------ ------ ------- ------ ------ TOTAL REVENUE.................. $ 498.5 $149.2 $166.0 $147.1 $144.4 $ 606.7 $159.5 $184.0 ======= ====== ====== ====== ====== ======= ====== ====== EBITDA (e) Ticketing operations (a)(b)...... $ 95.9 $ 27.4 $ 31.6 $ 16.7 $ 24.4 $ 100.1 $ 27.0 $ 34.0 City guide and classifieds (c)... (52.1) (14.7) (12.1) (11.1) (9.5) (47.4) (12.5) (8.5) Corporate and other (d).......... (2.9) (4.8) (6.1) (3.2) (1.7) (15.8) (3.8) (3.8) ------- ------ ------ ------ ------ ------- ------ ------ TOTAL EBITDA................... 40.9 7.9 13.4 2.4 13.2 36.9 10.7 21.7 Depreciation....................... (19.3) (6.1) (8.3) (7.1) (10.0) (31.5) (8.5) (8.5) Goodwill and other amortization.... (108.6) (41.7) (42.9) (44.5) (63.3) (192.4) (45.0) (45.0) Advertising contributed by USA Networks, Inc.................... (0.2) (0.2) -- (1.5) (5.6) (7.3) -- -- Merger and other transaction costs............................ (4.2) -- -- -- (4.1) (4.1) -- -- Interest income / (expense)........ (2.5) (0.6) (1.1) (1.4) (1.9) (5.0) -- -- Equity in net income (loss) of unconsolidated affiliates........ 1.2 (1.9) (0.1) (0.6) 0.5 (2.1) (0.3) (0.3) Investment losses, net............. -- -- -- -- (8.8) (8.8) -- -- Other income / (expenses).......... -- -- -- -- (2.2) (2.2) -- -- ------- ------ ------ ------ ------ ------- ------ ------ Income before taxes and minority interest....................... (92.7) (42.6) (39.0) (52.7) (82.2) (216.5) (43.1) (32.1) Minority interest.................. 1.4 0.4 0.2 0.2 0.4 1.2 -- -- ------- ------ ------ ------ ------ ------- ------ ------ Pre-tax income / (loss).......... (91.3) (42.2) (38.8) (52.5) (81.8) (215.3) (43.1) (32.1) Income tax provision............... (24.0) (6.1) (6.9) 1.3 (3.0) (14.7) (0.2) (1.1) ------- ------ ------ ------ ------ ------- ------ ------ Net income / (loss).............. $(115.3) $(48.3) $(45.7) $(51.2) $(84.8) $(230.0) $(43.3) $(33.2) ======= ====== ====== ====== ====== ======= ====== ====== Weighted average shares outstanding (f).............................. 128.1 137.4 138.8 140.5 140.8 139.4 141.3 141.8 Earnings per share................. $ (0.90) $(0.35) $(0.33) $(0.36) $(0.60) $ (1.65) $(0.31) $(0.23) CASH EARNINGS PER SHARE (g)........ $ (0.03) $(0.03) $(0.02) $(0.03) $(0.02) $ (0.11) $ 0.01 $ 0.09 GUIDANCE ESTIMATES ----------------------------------------- 2001 ------------------------------ Q3 Q4 YEAR 2002 -------- -------- -------- -------- REVENUES Ticketing operations (a)(b)...... $142.0 $140.0 $ 580.0 $ 640.0 City guide and classifieds (c)... 26.0 28.5 100.0 135.0 Corporate and other (d).......... -- -- -- -- ------ ------ ------- ------- TOTAL REVENUE.................. $168.0 $168.5 $ 680.0 $ 775.0 ====== ====== ======= ======= EBITDA (e) Ticketing operations (a)(b)...... $ 25.0 $ 29.0 $ 115.0 $ 130.0 City guide and classifieds (c)... (7.5) (6.3) (34.8) 10.0 Corporate and other (d).......... (3.8) (3.8) (15.2) (15.0) ------ ------ ------- ------- TOTAL EBITDA................... 13.7 18.9 65.0 125.0 Depreciation....................... (8.5) (8.5) (34.0) (34.0) Goodwill and other amortization.... (45.0) (45.0) (180.0) (180.0) Advertising contributed by USA Networks, Inc.................... -- -- -- -- Merger and other transaction costs............................ -- -- -- -- Interest income / (expense)........ -- -- -- -- Equity in net income (loss) of unconsolidated affiliates........ (0.3) (0.3) (1.2) (1.2) Investment losses, net............. -- -- -- -- Other income / (expenses).......... -- -- -- -- ------ ------ ------- ------- Income before taxes and minority interest....................... (40.1) (34.9) (150.2) (90.2) Minority interest.................. -- -- -- -- ------ ------ ------- ------- Pre-tax income / (loss).......... (40.1) (34.9) (150.2) (90.2) Income tax provision............... (0.5) (0.7) (2.5) (12.0) ------ ------ ------- ------- Net income / (loss).............. $(40.6) $(35.6) $(152.7) $(102.2) ====== ====== ======= ======= Weighted average shares outstanding (f).............................. 142.2 142.7 142.0 142.5 Earnings per share................. $(0.29) $(0.25) $ (1.08) $ (0.72) CASH EARNINGS PER SHARE (g)........ $ 0.03 $ 0.07 $ 0.20 $ 0.55
NOTES: (a) Ticketing operations includes all of the Company's ticketing and reserved access operations and includes all direct overhead costs related to the ticketing and reserved access operations and is consistent with the previous presentation as reflected in USA Networks, Inc. financials. (b) Ticketing operations Q1 2001 guidance estimate reflects the inclusion of costs related to the acquired operations of TicketWeb and 2b Technology which are expected to be EBITDA profitable by the second half of 2001. (c) City guide and classifieds includes all of the Company's city guides and personals classifieds operations and includes all direct overhead costs related to the city guide and personals classifieds operations. (d) Corporate and other includes for the periods 1999 and 2000 the Company's Electronic Commerce Service and TM Realty operations, which have subsequently been transferred to USA Networks, Inc. For all periods this line includes the corporate expenses related to the operation of a public company and its related growth initiatives. (e) EBITDA is defined as earnings before interest, taxes, depreciation, amortization, merger and other transaction costs, minority interest, advertising contributed by USA Networks, Inc. for which no consideration was paid by the Company, equity in net income (loss) of unconsolidated affiliates, investment losses, net and other income and expenses. The presentation of segment EBITDA reflects the allocation of direct overhead costs to the Ticketing operations and City guide and classifieds segments and captures in Corporate and other those corporate expenses related to the operation of a public company and its related growth initiatives. (f) The Company's historical weighted average shares outstanding for the periods 1999 and 2000 were adjusted to reflect the 52 million shares issued to USA Networks, Inc. in the combination as if issued at the beginning of the period. (g) Cash EPS excludes amortization, merger and other transaction costs, advertising contributed by USA Networks, Inc. for which no consideration was paid by the Company, equity in net income (loss) of unconsolidated affiliates and investment losses, net. IMPORTANT: THE METHODOLOGY USED IN THE PREPARATION OF THE PRO FORMA ACTUAL INFORMATION ABOVE IS DISCLOSED IN THE COMPANY'S DEFINITIVE INFORMATION STATEMENT FILED WITH THE SEC ON JANUARY 11, 2001. REFER TO THE INFORMATION STATEMENT FOR A DESCRIPTION OF THAT METHODOLOGY. THE COMPANY'S GUIDANCE ESTIMATES ABOVE ARE BASED ON THE COMPANY'S EXPECTATIONS AS OF THE DATE OF THIS FILING AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE ESTIMATES. THESE FORWARD-LOOKING ESTIMATES INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THESE ESTIMATES. ASIDE FROM THE PREVIOUSLY ANNOUNCED RESERVEAMERICA ACQUISITION, THESE STATEMENTS DO NOT INCLUDE THE POTENTIAL IMPACT OF ANY MERGERS, ACQUISITIONS OR OTHER BUSINESS COMBINATIONS THAT MAY BE COMPLETED AFTER FEBRUARY 1, 2001 AND DO INCLUDE THE ANTICIPATED IMPACT OF THE RECENTLY CONSUMMATED COMBINATION WITH TICKETMASTER CORPORATION.
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