-----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, OBBbVH4C3vp0gmaQo95j7bGWifHD6GOCJHfxeT7sWJOmxpPK9o47IftZA0E1sBwC iWnGxSfulFwRvdgWXgsqhw== 0000912057-01-003865.txt : 20010205 0000912057-01-003865.hdr.sgml : 20010205 ACCESSION NUMBER: 0000912057-01-003865 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010201 ITEM INFORMATION: FILED AS OF DATE: 20010202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TICKETMASTER ONLINE CITYSEARCH INC CENTRAL INDEX KEY: 0001006637 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 954546874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-25041 FILM NUMBER: 1522032 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/A 1 a2036935z8-ka.txt FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 EXPLANATORY NOTE This Amendment to the Current Report on Form 8-K/A is being filed solely for the purpose of filing a corrected version of Exhibit 99.1 (Press Release) which was filed with the Registrant's Current Report on Form 8-K filed on February 1, 2001. No other amendments, in particular no amendments to Exhibit 99.2 (Guidance Exhibit) are being made herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. -------- EXHIBIT NO. DESCRIPTION - ----------- ------------ 99.1 Press Release dated February 1, 2001. 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. EX-99.1 2 a2036935zex-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 (formerly Ticketmaster Online-Citysearch) Condensed Consolidated Balance Sheet (in thousands)
December 31, December 31, 2000 1999 --------------- ---------------- ASSETS Current assets Cash and cash equivalents $ 32,127 $ 61,455 Marketable securities available for sale 7,938 26,299 Accounts receivable, net 8,172 6,546 Other current assets 6,338 3,826 --------------- ---------------- Total current assets 54,575 98,126 Property and equipment, net 24,201 16,831 Investments 11,682 23,085 Goodwill and other intangible assets, net 562,458 662,921 Other long term assets 2,682 3,706 --------------- ---------------- Total assets $ 655,598 $ 804,669 =============== ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 3,102 $ 4,537 Accrued expenses 16,281 9,100 Other current liabilities 8,550 6,936 --------------- ---------------- Total current liabilities 27,933 20,573 Other liabilities 762 1,503 --------------- ---------------- Total liabilities 28,695 22,076 --------------- ---------------- Stockholders' equity Common stock & additional paid in capital 988,590 920,198 Accumulated deficit (361,624) (137,413) Accumulated other comprehensive loss (63) (192) --------------- ---------------- Total stockholders' equity 626,903 782,593 --------------- ---------------- Total liabilities and stockholders' equity $ 655,598 $ 804,669 =============== ================
Ticketmaster (formerly Ticketmaster Online-Citysearch) Condensed Consolidated Statements of Operations (in thousands, except per share amounts)
Actual Actual Actual Actual ------------ ------------ ------------ ------------ 3 Mos. Ended 3 Mos. Ended Year Ended Year Ended 12/31/00 12/31/99 12/31/00 12/31/99 (unaudited) (unaudited) ------------ ------------ ------------ ------------ Revenues Ticketing operations $ 32,850 $ 20,974 $ 135,595 $ 64,787 City guide and related 17,478 12,825 66,652 33,915 Sponsorship and advertising 5,332 2,591 18,397 6,601 ------------ ------------ ------------ ------------ Total revenues 55,660 36,390 220,644 105,303 ------------ ------------ ------------ ------------ Operating costs and expenses Ticketing operations 24,641 15,257 102,209 47,870 City guide and related 13,877 11,183 52,893 30,288 Sales and marketing 21,798 17,747 78,805 47,263 Research and development 1,380 1,866 6,022 7,455 General and administrative 7,657 5,255 27,465 15,242 Amortization of goodwill and other intangibles 56,016 33,451 163,281 77,744 Merger and other transaction costs 2,478 943 2,478 4,236 ------------ ------------ ------------ ------------ Total costs and expenses (e) 127,847 85,702 433,153 230,098 ------------ ------------ ------------ ------------ Loss from operations (72,187) (49,312) (212,509) (124,795) Interest income, net 484 940 2,830 4,163 Equity in loss of unconsolidated affiliates (110) (272) (3,884) (272) Investment losses, net (8,814) - (8,814) - Other income / expense (72) - (360) - ------------ ------------ ------------ ------------ Loss before income taxes (80,699) (48,644) (222,737) (120,904) Income tax provision 442 281 1,474 464 ------------ ------------ ------------ ------------ Net loss $ (81,141) $ (48,925) $ (224,211) $ (121,368) ============ ============ ============ ============ Basic and diluted net loss per share $ (0.91) $ (0.58) $ (2.57) $ (1.59) ============ ============ ============ ============ Shares used to compute basic and diluted net loss per share 88,757 84,610 87,374 76,097 ============ ============ ============ ============ Supplemental Financial Information (a) EBITDA (b) $ (7,210) $ (14,300) $ (32,152) $ (42,537) ============ ============ ============ ============ EBITDA before merger and other transaction costs (c) $ (4,732) $ (13,357) $ (29,674) $ (38,301) ============ ============ ============ ============ Cash EPS (d) $ (0.09) $ (0.17) $ (0.44) $ (0.51) ============ ============ ============ ============
Notes: a) The accompanying supplemental financial information is presented for informational purposes only and should not be considered as a substitute for the historical 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, investment losses, net and other income/expense. c) EBITDA before merger and other transaction costs excludes non-recurring charges associated with the TMCS and Ticketmaster Corporation combination and certain transactions which were not completed. d) Cash EPS excludes amortization, merger and other transaction costs, advertising contributed by USA Networks, Inc. for which no consideration was paid by TMCS, equity in loss of unconsolidated affiliates and investment losses, net. e) Total costs and expenses includes depreciation of $3,315,000 and $1,354,000 for the quarters ended December 31, 2000 and 1999, respectively, and $9,824,000 and $4,307,000 for the years ended December 31, 2000 and 1999, respectively. -----END PRIVACY-ENHANCED MESSAGE-----