8-K

UNITED STATES

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

November 1, 2007

Date of Report

Date of earliest event reported

INFOSPACE, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE	0-25131	91-1718107
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

601 108^th Avenue N.E., Suite 1200

Bellevue, Washington 98004

(Address of Principal Executive Offices)

425-201-6100

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 1, 2007, InfoSpace announced its financial results for the three-month period ended September 30, 2007. A copy of the press release is furnished to, but not filed with, the Commission as Exhibit 99.1 hereto.

Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Brian McManus, Executive Vice President of the Online division, will leave the Company by the end of the year.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS.

99.1 Press Release, dated November 1, 2007

-2-

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: November 1, 2007

INFOSPACE, INC.
By:	/s/ Allen M. Hsieh
	Allen M. Hsieh
	Chief Financial Officer

-3-

EXHIBIT INDEX

Exhibit No	Description
99.1	Press Release, dated November 1, 2007

-4-

EX-99.1

Exhibit 99.1

InfoSpace Announces Third Quarter 2007 Results

BELLEVUE, Wash. (November 1, 2007) – InfoSpace, Inc. (NASDAQ: INSP) today announced financial results for the three months ended September 30, 2007.

“We are pleased with our third quarter operating results, as we exceeded our expectations in both revenue and Adjusted EBITDA,” said Jim Voelker, Chairman and CEO of InfoSpace, Inc. “Additionally, we unlocked significant value for InfoSpace shareholders through the sale of our directory business for $225 million and the pending sale of our mobile business for $135 million. We expect to return the majority of the net proceeds from the sales to shareholders. Going forward, InfoSpace will be a leading metasearch company with a strong financial position, solid cash flows, a large distribution network and award-winning branded websites. We are honing our strategic priorities for the upcoming year to ensure we fully capitalize on these strengths and continue to drive value creation.”

Revenues for the third quarter of 2007 were $48.7 million and include both online search revenues and mobile revenues; however, they exclude online directory revenues of $8.7 million which are now treated as discontinued operations for the third quarter of 2007 and all prior periods. If the directory business had remained part of continuing operations of InfoSpace, revenues would have been $57.5 million for the third quarter of 2007.

Net loss for the third quarter of 2007, which includes the directory business as discontinued operations, was $12.3 million, or $0.37 per share.

Cash, cash equivalents, and marketable investments as of September 30, 2007 totaled $214.8 million. At the end of the quarter, the Company had no debt obligations.

Third Quarter Highlights and Recent Developments

InfoSpace:

• Closed the sale of its online directory business, including the Company’s yellow and white pages services, to Idearc for $225 million in cash.

• Signed a definitive agreement to sell its mobile services business to Motricity for $135 million in cash.

• Ranked highest in customer satisfaction among search engines for its flagship site Dogpile.com for the second consecutive year, according to the J.D. Power and Associates 2007 Residential Online Service Customer Satisfaction Study.

• Launched a new version of Dogpile.com, incorporating several improved advanced search features.

• Launched mCore™ managed web and mobile search service on Virgin Mobile.

• Launched a customized mobile search engine and managed web service on Sprint.

Other

Additionally, in connection with the announced transactions, Brian McManus, Executive Vice President of the Online division, will leave the Company by the end of the year.

“Brian has made significant contributions to InfoSpace during his tenure,” said Voelker. “We appreciate his dedicated service to this organization and wish him the best in his future endeavors.”

Third Quarter 2007 Segment Information and Adjusted EBITDA

Online Search

Online search revenues were $33.9 million in the third quarter of 2007, a decrease of $6.8 million, compared to the third quarter of 2006. Online search segment income was $10.1 million in the third quarter of 2007. Directory revenues of $8.7 million as well as the related operating expenses are excluded from the segment results and included as a component of discontinued operations.

Mobile

Mobile revenues were $14.9 million in the third quarter of 2007, a decrease of $32.8 million compared to the third quarter of 2006. Mobile revenues included $13.9 million of mobile services revenues in the third quarter of 2007 compared to $9.1 million in the third quarter of 2006 and the remainder is attributable to the mobile media business. Mobile segment loss was $2.4 million in the third quarter of 2007.

Adjusted Earnings Before Interest, Taxes, Depreciation & Amortization (“Adjusted EBITDA”) from Continuing Operations

Adjusted EBITDA from continuing operations was $0.4 million in the third quarter of 2007, compared to negative Adjusted EBITDA from continuing operations of $56.2 million in the third quarter of 2006. InfoSpace’s Adjusted EBITDA from continuing operations is calculated by adjusting GAAP loss from continuing operations, which includes the effects of the restructuring charges, the payments made to employees and directors related to the cash distribution to shareholders, and sale of non-core operations, and to exclude discontinued operations, the effects of income taxes, depreciation, amortization of intangible assets, stock-based compensation expense, and other income, net (including such items as interest income, foreign currency gains or losses, and gains or losses from the disposal of assets), as detailed in the accompanying table to the condensed consolidated financial statements.

InfoSpace’s management believes that this non-GAAP financial measure provides meaningful supplemental information regarding the Company’s performance by excluding certain expenses and gains that are not indicative of the Company’s core business operating results. InfoSpace

believes that management and its investors benefit from referring to this non-GAAP financial measure in assessing InfoSpace’s performance. Adjusted EBITDA from continuing operations should be evaluated in light of the Company’s financial results prepared in accordance with GAAP. A table reconciling the Company’s Adjusted EBITDA from continuing operations to the loss from continuing operations in accordance with GAAP accompanies the condensed consolidated financial statements in this release.

Fourth Quarter Outlook

Starting in the fourth quarter of 2007, in addition to the directory business, the Company will present its mobile business as a discontinued operation and will also adjust all prior periods. Accordingly, fourth quarter guidance for revenue, Adjusted EBITDA from continuing operations and income from continuing operations represents only the Online search business. The Company will not be providing guidance for the revenue and operating expense components of the directory or mobile businesses. In addition, the Company’s guidance excludes the potential impact of any future one-time gains or losses, including the gain from the sale of the directory business and the expected gain from the pending sale of the mobile businesses. The Adjusted EBITDA from continuing operations guidance below has been prepared in a manner consistent with the historical Adjusted EBITDA from continuing operations provided above and in the accompanying table.

For the fourth quarter of 2007, the Company expects revenue for its online search business to be between $34 million and $35 million. Additionally, the Company expects Adjusted EBITDA from continuing operations to be approximately $1 million and GAAP loss from continuing operations, to be between $7.5 million and $8.5 million, or $0.22 and $0.25 per share.

A conference call will be held today at 2 p.m. Pacific/ 5 p.m. Eastern. The live Webcast can be accessed in the Investor Relations section of the InfoSpace corporate Web site, at http://www.infospaceinc.com. A replay of the call will be available approximately one hour after the call through November 10, 2007, at 7:30 p.m. Pacific/ 10:30 p.m. Eastern.

About InfoSpace, Inc.

InfoSpace, Inc. is a leading developer of tools and technologies to help people discover and enjoy content and information—whether on a mobile phone or on the PC. InfoSpace uses its proprietary metasearch technology to power a portfolio of branded Web sites, including Dogpile (www.dogpile.com) and WebFetch (www.webfetch.com). The Company’s mCore mobile platform creates revenue opportunities for carriers, while satisfying consumer demand for a highly relevant mobile user experience. More information can be found at www.infospaceinc.com.

###

Source: InfoSpace, Inc.

For more information, contact:

Stacy Ybarra, InfoSpace

425.709.8127

stacy.ybarra@infospace.com

This release contains forward-looking statements relating to InfoSpace, Inc.’s operating results that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The words “believe,” “expect,” “intend,” “anticipate,” variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward looking. Forward-looking statements include, without limitation, statements regarding our expectations that we will return the majority of the net proceeds from the sales of our businesses to shareholders; our expectation that, going forward, InfoSpace will be a leading metasearch company with a strong financial position, solid cash flows, a large distribution network and award-winning branded websites; our expectation that Brian McManus will leave the Company by the end of the year; and our expectations regarding our financial performance for the fourth quarter of 2007. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could affect InfoSpace’s actual results include general economic, industry and market sector conditions, the progress and costs of the development of our products and services, the timing and extent of market acceptance of those products and services, our dependence on companies to distribute our products and services, the ability to successfully integrate acquired businesses and the successful execution of the Company’s strategic initiatives and restructuring plans, including the sale of its mobile business. A more detailed description of certain factors that could affect actual results include, but are not limited to, those discussed in InfoSpace’s most recent Annual Report on Form 10-K, quarterly reports on Form 10-Q as filed from time to time, in the section entitled “Risk Factors,” and InfoSpace’s current reports on Form 8-K as filed from time to time. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. InfoSpace undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

InfoSpace, Inc.

Condensed Consolidated Statements of Operations⁽¹⁾

(Unaudited)

(Amounts in thousands, except per share data)

	Three months ended						Nine months ended
	September 30,			September 30,			September 30,			September 30,
	2007			2006			2007			2006
Revenues	$	48,748		$	88,346		$	188,767		$	257,095
Operating expenses:(2) (3)
Content and distribution		16,963			46,644			84,876			132,248
Systems and network operations		6,722			8,111			20,079			22,670
Product development		11,713			10,852			40,322			30,246
Sales and marketing		8,397			12,195			26,318			33,277
General and administrative		16,903			13,499			65,517			40,028
Depreciation		4,293			3,184			13,168			9,206
Amortization of intangible assets		172			2,429			2,895			8,015
Restructuring and other, net(4)		623			57,789			(1,879	)		57,789
Total operating expenses		65,786			154,703			251,296			333,479
Operating loss		(17,038	)		(66,357	)		(62,529	)		(76,384	)
Other income, net		2,716			5,406			12,449			14,005
Loss from continuing operations before income taxes		(14,322	)		(60,951	)		(50,080	)		(62,379	)
Income tax benefit		684			12,921			2,970			13,257
Loss from continuing operations		(13,638	)		(48,030	)		(47,110	)		(49,122	)
Discontinued operations:(1)
Income from discontinued operations, net of taxes		1,381			1,301			6,183			6,417
Net loss	$	(12,257	)	$	(46,729	)	$	(40,927	)	$	(42,705	)
Earnings per share—Basic and Diluted
Loss from continuing operations		(0.41	)		(1.53	)		(1.45	)		(1.57	)
Income from discontinued operations		0.04			0.04			0.19			0.20
Net loss per share—Basic and Diluted	$	(0.37	)	$	(1.49	)	$	(1.26	)	$	(1.37	)
Weighted average shares outstanding used in computing basic net loss per share		33,158			31,316			32,421			31,213
(1) In the three months ended September 30, 2007, the Company entered into a definitive agreement to sell its directory business. The operating results of the directory business have been presented as a discontinued operation for all periods presented. Amounts for the nine months ended September 30, 2007 include $0.5 million of payments made to employees related to the cash distribution to shareholders in May. Amounts include stock-based compensation expense of $0.3 million and $1.2 million for the three and nine months ended September 30, 2007, respectively, and $0.3 million and $0.5 million for the three and nine months ended September 30, 2006, respectively. Revenue and operating expenses for these discontinued operations are presented below (in thousands):
	Three months ended						Nine months ended
	September 30, 2007			September 30, 2006			September 30, 2007			September 30, 2006
Revenue	$	8,740		$	7,953		$	25,895		$	25,324
Operating expenses		7,359			6,652			19,712			18,907
Income from discontinued operations	$	1,381		$	1,301		$	6,183		$	6,417
(2) Stock-based compensation expense for the three and nine months ended September 30, 2007 and 2006 is allocated among the following captions (in thousands):
	Three months ended						Nine months ended
	September 30, 2007			September 30, 2006			September 30, 2007			September 30, 2006
Systems and network operations	$	1,085		$	478		$	2,283		$	1,119
Product development		2,767			671			6,168			1,749
Sales and marketing		2,905			1,260			6,821			3,677
General and administrative		6,226			2,136			12,865			6,546
Total stock-based compensation expense	$	12,983		$	4,545		$	28,137		$	13,091
(3) For the nine months ended September 30, 2007 operating expenses include payments made to employees and directors related to the cash distribution to shareholders in May 2007. This amount is allocated among the following captions (in thousands):
							Nine months ended
							September 30, 2007			September 30, 2006
Systems and network operations							$	409		$	—
Product development								1,476			—
Sales and marketing								2,117			—
General and administrative								17,825			—
Total							$	21,827		$	—

⁽⁴⁾ For the three and nine months ended September 30, 2007 restructuring and other, net consists of a gain on the sale of the assets related to the mobile media operations of $0 and $3.3 million, respectively, and adjustments to estimated restructuring charges of $0.6 million and $1.4 million, respectively. For the three and nine months ended September 30, 2006 restructuring and other, net consists of a restructuring charge of $57.8 million, comprised of goodwill and other intangible asset impairment of $44.5 million, employee separation costs of $6.3 million, a benefit of $1.1 million related to stock compensation, losses on contractual commitments of $5.6 million, and costs of $2.4 million for abandoned facilities.

InfoSpace, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands)

	September 30,			December 31,
	2007			2006
ASSETS
Current assets:
Cash and cash equivalents	$	113,647		$	163,505
Short-term investments, available-for-sale		101,125			238,444
Accounts receivable, net		35,271			67,951
Prepaid expenses and other current assets		14,408			16,130
Assets of discontinued operations		76,261			83,045
Total current assets		340,712			569,075
Property and equipment, net		33,458			30,548
Goodwill and other intangible assets, net		55,537			58,432
Deferred tax assets, net		99,989			100,789
Other long-term assets		8,908			6,995
Total assets	$	538,604		$	765,839
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,791		$	12,454
Accrued expenses and other current liabilities		35,478			58,415
Short-term deferred revenue		8,842			6,205
Liabilities of discontinued operations		8,265			9,211
Total current liabilities		64,376			86,285
Long-term liabilities:		679			989
Total liabilities		65,055			87,274
Stockholders’ equity:
Common stock		3			3
Additional paid-in capital		1,548,655			1,712,897
Accumulated deficit		(1,076,540	)		(1,035,613	)
Accumulated other comprehensive income		1,431			1,278
Total stockholders’ equity		473,549			678,565
Total liabilities and stockholders’ equity	$	538,604		$	765,839
Summary of cash and short-term investments:
Cash and cash equivalents	$	113,647		$	163,505
Short-term investments, available-for-sale		101,125			238,444
Cash and short-term investments	$	214,772		$	401,949

InfoSpace, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

	Nine months ended
	September 30,			September 30,
	2007			2006
Operating activities:
Net loss	$	(40,927	)	$	(42,705	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Income from discontinued operations		(6,183	)		(6,417	)
Depreciation and amortization		16,063			17,221
Stock-based compensation		28,137			13,091
Deferred income taxes		800			(9,622	)
Net gain on sale of assets		(3,148	)		—
Restructuring		1,369			57,783
Other		193			95
Cash provided (used) by changes in operating assets and liabilities:
Accounts receivable		32,375			9,737
Other receivables		—			(1,403	)
Prepaid expenses and other current assets		2,647			4,172
Other long-term assets		87			(947	)
Accounts payable		4,369			1,192
Accrued expenses and other current and long-term liabilities		(28,551	)		(4,007	)
Deferred revenue		2,321			428
Net cash provided by operating activities		9,552			38,618
Investing activities:
Purchases of property and equipment		(20,971	)		(17,372	)
Proceeds from the sale of assets		3,016			153
Loan to equity investee		(2,000	)		—
Proceeds from sales and maturities of investments		265,199			261,614
Purchases of investments		(127,834	)		(277,283	)
Net cash provided (used) by investing activities		117,410			(32,888	)
Financing activities:
Dividend paid		(208,203	)		—
Proceeds from stock option and warrant exercises		12,947			3,061
Proceeds from issuance of stock through employee stock purchase plan		1,381			1,832
Net cash (used) provided by financing activities		(193,875	)		4,893
Discontinued operations:
Net cash provided by operating activities attributable to discontinued operations		17,346			9,979
Net cash used by investing activities attributable to discontinued operations		(291	)		(1,058	)
Net cash provided by discontinued operations		17,055			8,921
Net increase (decrease) in cash and cash equivalents		(49,858	)		19,544
Cash and cash equivalents:
Beginning of period		163,505			153,013
End of period	$	113,647		$	172,557

InfoSpace, Inc.

Segment Information⁽¹⁾

(Unaudited)

(Amounts in thousands)

	Three months ended						Nine months ended
	September 30,			September 30,			September 30,			September 30,
	2007			2006			2007			2006
Online search
Revenue	$	33,851		$	40,615		$	101,479		$	119,747
Content and distribution expenses		15,274			17,157			42,820			49,424
Operating expenses(2)		8,481			8,081			25,481			23,531
Segment income		10,096			15,377			33,178			46,792
Segment margin		29.8	%		37.9	%		32.7	%		39.1	%
Mobile
Revenue		14,897			47,731			87,288			137,348
Content and distribution expenses		1,689			29,487			42,056			82,823
Operating expenses(2)		15,585			24,487			54,615			68,894
Segment loss		(2,377	)		(6,243	)		(9,383	)		(14,369	)
Segment margin		-16.0	%		-13.1	%		-10.7	%		-10.5	%
Total
Total revenue		48,748			88,346			188,767			257,095
Total content and distribution expenses		16,963			46,644			84,876			132,247
Total segment operating expenses(2)		24,066			32,568			80,096			92,425
Total segment income		7,719			9,134			23,795			32,423
Total segment margin		15.8	%		10.3	%		12.6	%		12.6	%
Corporate
Operating expenses(2) (3)		6,686			7,544			44,003			20,706
Depreciation		4,293			3,184			13,168			9,206
Amortization of intangible assets		172			2,429			2,895			8,015
Stock-based compensation		12,983			4,545			28,137			13,091
Restructuring and other, net(4)		623			57,789			(1,879	)		57,789
Other income, net		(2,716	)		(5,406	)		(12,449	)		(14,005	)
Income tax benefit		(684	)		(12,921	)		(2,970	)		(13,257	)
Income from discontinued operations(5)		(1,381	)		(1,301	)		(6,183	)		(6,417	)
Net loss	$	(12,257	)	$	(46,729	)	$	(40,927	)	$	(42,705	)
(1) In the nine months ended September 30, 2007, the Company realigned its operations and, as a result, changed the way it presents its financial information to its chief operating decision maker to better reflect how management measures operating performance. (2) For 2007, amounts include expenses directly attributable to the reportable business units and, in addition, include certain indirect expenses allocated to the reportable business units based on internal usage measurements. Segment operating expenses do not include allocations for certain indirect general and administrative expenses, depreciation and amortization expense, stock-based compensation expense, restructuring and other charges, non-operating gains and losses, income taxes or interest income. Segment information for 2006 is presented in a manner consistent with measures used for reporting 2007 segment information. (3) Amount for the nine months ended September 30, 2007 includes $21.8 million of payments made to employees and directors related to the cash distribution to shareholders in May. (4) Amounts for the three and nine months ended September 30, 2007 consist of gains on the sale of the assets related to the mobile media operations of $0 and $3.3 million, respectively, and adjustments to estimated restructuring charges of $0.6 million and $1.4 million, respectively. Amounts for the three and nine months ended September 30, 2006 consist of a restructuring charge of $57.8 million, comprised of goodwill and other intangible asset impairment of $44.5 million, employee separation costs of $6.3 million, a benefit of $1.1 million related to stock compensation, losses on contractual commitments of $5.6 million, and costs of $2.4 million for abandoned facilities. (5) In the three months ended September 30, 2007, the Company entered into a definitive agreement to sell its directory business. The operating results of the directory business have been presented as a discontinued operation for all periods presented. The amount for the nine months ended September 30, 2007 includes $0.5 million of payments made to employees related to the cash distribution to shareholders in May 2007. Amounts include stock-based compensation expense of $0.3 million and $1.2 million for the three and nine months ended September 30, 2007, respectively, and $0.3 million and $0.5 million for the three and nine months ended September 30, 2006, respectively. Revenue and operating expenses for these discontinued operations are presented below (in thousands):
	Three months ended						Nine months ended
	September 30, 2007			September 30, 2006			September 30, 2007			September 30, 2006
Revenue	$	8,740		$	7,953		$	25,895		$	25,324
Operating expenses		7,359			6,652			19,712			18,907
Income from discontinued operations	$	1,381		$	1,301		$	6,183		$	6,417

InfoSpace, Inc.

Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measure

Adjusted EBITDA from Continuing Operations Reconciliation⁽¹⁾

(Unaudited)

(Amounts in thousands)

	Three months ended						Nine months ended
	September 30,			September 30,			September 30,			September 30,
	2007			2006			2007			2006
Loss from continuing operations(2)	$	(13,638	)	$	(48,030	)	$	(47,110	)	$	(49,122	)
Depreciation		4,293			3,184			13,168			9,206
Amortization of intangible assets		172			2,429			2,895			8,015
Stock-based compensation		12,983			4,545			28,137			13,091
Other income, net(3)		(2,716	)		(5,406	)		(12,449	)		(14,005	)
Income tax benefit		(684	)		(12,921	)		(2,970	)		(13,257	)
Adjusted EBITDA from continuing operations	$	410		$	(56,199	)	$	(18,329	)	$	(46,072	)

Adjusted EBITDA from Continuing Operations Reconciliation for Forward Looking Guidance⁽⁴⁾

(Amounts in thousands)

	Ranges for the three months ending
	December 31, 2007
Loss from continuing operations	$	(7,500	)	$	(8,500	)
Depreciation and amortization of intangible assets		2,000			2,500
Stock-based compensation		8,500			9,500
Other income, net(3)		(2,000	)		(2,500	)
Income tax provision		—			—
Adjusted EBITDA from continuing operations	$	1,000		$	1,000

⁽¹⁾ Adjusted Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") from continuing operations is a non-GAAP financial measure and is reconciled to loss from continuing operations, which the Company's management believes to be the most comparable generally accepted accounting principles ("GAAP") measure. Adjusted EBITDA from continuing operations results are calculated by adjusting GAAP loss from continuing operations to exclude the effects of income taxes, depreciation, amortization of intangible assets, stock-based compensation expense and other income, net (including such items as interest income, litigation settlements and contingencies, foreign currency gains or losses, and gains or losses from the disposal of assets), as detailed above. This calculation excludes the directory business, as it has been classified as discontinued operations in all periods presented. The Company uses this non-GAAP financial measure for internal management purposes, when publicly providing guidance on possible future results, and as a means to evaluate period to period comparisons. The Company's management believes that this non-GAAP financial measure is a common measure used by investors and analysts to evaluate its performance. This non-GAAP financial measure is used in addition to and in conjunction with results presented in accordance with GAAP and reflect an additional way of viewing aspects of the Company's operations that, when viewed with GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the results of operations and trends affecting the Company's business. This non-GAAP financial measure should be considered as a supplement to, and not as a substitute for, or superior to, income from continuing operations in accordance with GAAP.

⁽²⁾ As presented in the unaudited Condensed Consolidated Statements of Operations.

⁽³⁾ Other income, net, primarily consists of interest income, gains or losses from the disposal of assets, and foreign currency transaction gains or losses.

⁽⁴⁾ Adjusted EBITDA from continuing operations reconciliation for forward looking guidance excludes both the directory and mobile businesses, as each will be classified as discontinued operations in future periods.