8-K/A

UNITED STATES

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

February 5, 2008

Date of Report

Date of earliest event reported

INFOSPACE, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE	000-25131	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

InfoSpace, Inc. (“InfoSpace” or the “Company”) is furnishing to the Securities and Exchange Commission (the “SEC”) this Current Report on Form 8-K/A to correct certain historical financial information reported in the Company’s Current Report on Form 8-K furnished to the SEC on February 5, 2008.

On February 5, 2008, InfoSpace announced its preliminary financial results for the three months and full year ended December 31, 2007, and contemporaneously furnished to the SEC these preliminary results on a Current Report on Form 8-K (the “Initial Report”). Subsequent to the release of the preliminary results, the Company determined that certain adjustments should be made to its Preliminary Condensed Consolidated Statements of Operations for the three months and full year ended December 31, 2007, and to its Preliminary Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006. The Preliminary Condensed Consolidated Statements of Cash Flows and Preliminary Condensed Consolidated Statements of Operations were furnished to the SEC in an exhibit to the Initial Report.

The Revised Preliminary Condensed Consolidated Statements of Operations for the three months and full year ended December 31, 2007 reflect a non-cash adjustment to the gain on sale of discontinued operations, reducing the gain on sale of discontinued operations by $2.3 million. Additionally, the Revised Preliminary Condensed Consolidated Statements of Operations reflect certain reclassifications of income tax expense from continuing operations to the gain from the sale of discontinued operations. As a result of these adjustments, loss from continuing operations for the three months ended December 31, 2007 was $66.7 million and loss from continuing operations for the year ended December 31, 2007 was $90.7 million; net income for the three months ended December 31, 2007 was $55.5 million, and net income for the year ended December 31, 2007 was $14.6 million.

There were no changes to the Preliminary Condensed Consolidated Statements of Operations for the three months and full year ended December 31, 2006.

The Revised Preliminary Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006 reflect adjustments to net cash used by operating activities due to the Company’s determination that it had incorrectly classified net cash flows from discontinued operations as cash provided by operating activities from continuing operations. As a result, net cash used by operating activities that was presented in the Preliminary Condensed Consolidated Statements of Cash Flows was overstated by $20.2 million for the year ended December 31, 2007 and understated by $5.3 million for the year ended December 31, 2006. In addition, the Company determined that, for the year ended December 31, 2007, it had incorrectly excluded certain excess tax benefits upon settlement of stock-based awards and as a result net cash used by operating activities was overstated by $6.1 million. In total, the result of the adjustments to the Preliminary Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006 was an overstatement of net cash provided by operating activities of $26.3 million and an understatement of net cash provided by operating activities of $5.3 million, respectively. As a result of these adjustments, net cash used by operating activities for the year ended December 31, 2007 was $33.4 million, and net cash provided by operating activities for the year ended December 31, 2006 was $60.8 million. There are no changes to the overall net increase in cash and cash equivalents on the Preliminary Condensed Consolidated Statements of Cash Flows for the years ended December 31 2007 and 2006.

The Revised Preliminary Condensed Consolidated Statements of Operations for the three month and full year ended December 31, 2007 and the Revised Preliminary Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006 are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The information set forth in such revised statements attached hereto as Exhibit 99.1 and Exhibit 99.2 are preliminary, and are subject to change as a result of final management review and closing adjustments for the three months and full year ended December 31, 2007.

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A reconciliation of differences between the Preliminary Condensed Consolidated Statements of Operations for the three months and full year ended December 31, 2007 and the Revised Preliminary Condensed Consolidated Statements of Operations for the three month and full year ended December 31, 2007 is attached hereto as Exhibit 99.3, and a reconciliation of the differences between the Preliminary Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006 and the Revised Preliminary Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006s is attached hereto as Exhibit 99.4. In addition to the changes discussed above, these reconciliations include adjustments that resulted from certain presentation reclassifications and rounding.

The information in this Current Report on Form 8-K/A and the exhibits attached hereto is being furnished to the SEC and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and this Current Report on Form 8-K/A and the exhibits attached hereto shall not be incorporated by reference into any filing by InfoSpace under the Securities Act of 1933, as amended, or under the Exchange Act.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS

99.1	InfoSpace, Inc. Revised Preliminary Condensed Consolidated Statements of Operations for the three-month and full-year periods ended December 31, 2007 and 2006
99.2	InfoSpace, Inc. Revised Preliminary Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006
99.3	Reconciliation of InfoSpace, Inc.’s Preliminary Condensed Consolidated Statements of Operations for the three months and full year ended December 31, 2007
99.4	Reconciliation of InfoSpace, Inc.’s Preliminary Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006

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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 20, 2008

INFOSPACE, INC.
By:	/s/ David B. Binder
	David B. Binder
	Chief Financial Officer

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EXHIBIT INDEX

99.1	InfoSpace, Inc. Revised Preliminary Condensed Consolidated Statements of Operations for the three-month and full-year periods ended December 31, 2007 and 2006
99.2	InfoSpace, Inc. Revised Preliminary Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006
99.3	Reconciliation of InfoSpace, Inc.’s Preliminary Condensed Consolidated Statements of Operations for the three months and full year ended December 31, 2007
99.4	Reconciliation of InfoSpace, Inc.’s Preliminary Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006

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EX-99.1

EXHIBIT 99.1

InfoSpace, Inc.

Revised Preliminary Condensed Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share data)

	Three months ended						Year ended
	December 31, 2007			December 31, 2006			December 31, 2007			December 31, 2006
Revenues	$	39,058		$	34,053		$	140,537		$	153,800
Operating expenses:
Content and distribution		18,946			12,924			61,765			62,346
Systems and network operations		2,820			2,933			9,800			11,494
Product development		3,072			1,698			9,921			6,814
Sales and marketing		12,251			4,650			29,259			15,935
General and administrative		53,190			7,832			105,083			34,507
Depreciation		1,443			1,490			5,542			5,044
Restructuring		8,221			4,527			9,590			62,316
Other, net		—			—			(3,248	)		—
Total operating expenses		99,943			36,054			227,712			198,456
Operating loss		(60,885	)		(2,001	)		(87,175	)		(44,656	)
Loss on investments, net		(2,182	)		—			(2,117	)		—
Other income, net		5,737			5,522			18,226			19,581
Income (loss) from continuing operations before income taxes		(57,330	)		3,521			(71,066	)		(25,075	)
Income tax benefit (expense)		(9,347	)		27,248			(19,671	)		29,060
Income (loss) from continuing operations		(66,677	)		30,769			(90,737	)		3,985
Discontinued operations:
Loss from discontinued operations, net of taxes		(8,439	)		(3,152	)		(25,306	)		(19,073	)
Gain on sale of discontinued operations, net of taxes		130,622			—			130,622			—
Net income (loss)	$	55,506		$	27,617		$	14,579		$	(15,088	)
Earnings per share - Basic
Income (loss) from continuing operations	$	(2.00	)	$	0.98		$	(2.78	)	$	0.13
Loss from discontinued operations		(0.25	)		(0.10	)		(0.77	)		(0.61	)
Gain on sale of discontinued operations		3.92			—			4.00			—
Net income (loss) per share – Basic	$	1.67		$	0.88		$	0.45		$	(0.48	)
Weighted average shares outstanding used in computing basic net income (loss) per share		33,291			31,376			32,640			31,254
Earnings per share - Diluted
Income (loss) from continuing operations	$	(2.00	)	$	0.93		$	(2.78	)	$	0.12
Loss from discontinued operations		(0.25	)		(0.10	)		(0.77	)		(0.58	)
Gain on sale of discontinued operations		3.92			—			4.00			—
Net income (loss) per share – Diluted	$	1.67		$	0.83		$	0.45		$	(0.46	)
Weighted average shares outstanding used in computing diluted net income (loss) per share		33,291			33,097			32,640			33,042

EX-99.2

EXHIBIT 99.2

InfoSpace, Inc.

Revised Preliminary Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

	Years Ended December 31,
	2007			2006
Operating Activities:
Net income (loss)	$	14,579		$	(15,088	)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Loss from discontinued operations		25,306			19,073
Gain on sale of discontinued operations		(130,622	)		—
Stock-based compensation		34,058			11,269
Deferred income taxes		19,810			(24,870	)
Restructuring		9,590			62,316
Depreciation		5,542			5,044
Loss on investments		2,182			—
Excess tax benefits from stock-based award activity		(30,694	)		—
Net gain on sale of assets		(3,409	)		(150	)
Other		(196	)		(28	)
Cash provided (used) by changes in operating assets and liabilities, net of assets acquired in business combinations:
Accounts receivable		(3,657	)		4,598
Notes and other receivables		(3,941	)		(517	)
Prepaid expenses and other current assets		1,499			2,704
Other long-term assets		(1,862	)		(402	)
Accounts payable		(5,445	)		3,184
Accrued expenses and other current and long-term liabilities		33,882			(6,336	)
Net cash provided (used) by operating activities		(33,378	)		60,797
Investing Activities:
Purchases of property and equipment		(3,684	)		(7,355	)
Proceeds from sale of assets		2,838			—
Loan to equity investee		(2,000	)		—
Proceeds from sales and maturities of investments		294,381			298,288
Purchases of investments		(135,354	)		(313,883	)
Net cash provided (used) by investing activities		156,181			(22,950	)
Financing Activities:
Special dividend paid		(208,203	)		—
Proceeds from stock option and warrant exercises		13,736			3,599
Proceeds from issuance of stock through employee stock purchase plan		1,382			1,833
Excess tax benefits from stock-based award activity		30,694			—
Net cash provided (used) by financing activities		(162,391	)		5,432
Discontinued operations:
Net cash provided (used) by operating activities		33,760			(17,569	)
Net cash provided (used) by investing activities		341,767			(15,003	)
Net cash provided (used) by discontinued operations		375,527			(32,572	)
Net increase in cash and cash equivalents		335,939			10,707
Cash and cash equivalents, beginning of period		162,387			151,680
Cash and cash equivalents, end of period	$	498,326		$	162,387

EX-99.3

EXHIBIT 99.3

InfoSpace, Inc.

Reconciliation of Preliminary Condensed Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share data)

	Three months ended December 31, 2007									Year ended December 31, 2007
	Preliminary			Adjustments			Revised Preliminary			Preliminary			Adjustments			Revised Preliminary
Revenues	$	39,058		$	—		$	39,058		$	140,537		$	—		$	140,537
Operating expenses:
Content and distribution		18,946			—			18,946			61,765			—			61,765
Systems and network operations		2,820			—			2,820			9,800			—			9,800
Product development		3,072			—			3,072			9,921			—			9,921
Sales and marketing		12,252			(1	)		12,251			29,260			(1	)		29,259
General and administrative		53,190			—			53,190			105,083			—			105,083
Depreciation		1,443			—			1,443			5,542			—			5,542
Restructuring		8,221			—			8,221			9,590			—			9,590
Other, net		—			—			—			(3,248	)		—			(3,248	)
Total operating expenses		99,944			(1	)		99,943			227,713			(1	)		227,712
Operating loss		(60,886	)		1			(60,885	)		(87,176	)		1			(87,175	)
Loss on investments, net		(2,182	)		—			(2,182	)		(2,117	)		—			(2,117	)
Other income, net		5,738			(1	)		5,737			18,227			(1	)		18,226
Loss from continuing operations before income taxes		(57,330	)		—			(57,330	)		(71,066	)		—			(71,066	)
Income tax expense		(16,354	)		7,007			(9,347	)		(26,678	)		7,007			(19,671	)
Loss from continuing operations		(73,684	)		7,007			(66,677	)		(97,744	)		7,007			(90,737	)
Discontinued operations:
Loss from discontinued operations, net of taxes		(8,440	)		1			(8,439	)		(25,307	)		1			(25,306	)
Gain on sale of discontinued operations, net of taxes		139,925			(9,303	)		130,622			139,925			(9,303	)		130,622
Net income	$	57,801		$	(2,295	)	$	55,506		$	16,874		$	(2,295	)	$	14,579
Earnings per share - Basic and Diluted
Loss from continuing operations	$	(2.21	)	$	0.21		$	(2.00	)	$	(2.99	)	$	0.21		$	(2.78	)
Loss from discontinued operations		(0.25	)		(0.00	)		(0.25	)		(0.78	)		0.01			(0.77	)
Gain on sale of discontinued operations		4.20			(0.28	)		3.92			4.29			(0.29	)		4.00
Net income per share - Basic and Diluted	$	1.74		$	(0.07	)	$	1.67		$	0.52		$	(0.07	)	$	0.45
Weighted average shares outstanding used in computing basic and diluted net income per share		33,291						33,291			32,640						32,640

EX-99.4

EXHIBIT 99.4

InfoSpace, Inc.

Reconciliation of Preliminary Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

	Year ended December 31, 2007									Year ended December 31, 2006
	Preliminary			Adjustments			Revised Preliminary			Preliminary			Adjustments			Revised Preliminary
Operating activities:
Net income (loss)	$	16,874		$	(2,295	)	$	14,579		$	(15,088	)	$	—		$	(15,088	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss from discontinued operations		25,307			(1	)		25,306			19,073			—			19,073
Gain on sale of discontinued operations		(139,925	)		9,303			(130,622	)		—			—			—
Stock-based compensation		34,058			—			34,058			11,269			—			11,269
Deferred income taxes		29,998			(10,188	)		19,810			(13,829	)		(11,041	)		(24,870	)
Restructuring		9,590			—			9,590			62,316			—			62,316
Depreciation		5,542			—			5,542			5,044			—			5,044
Realized loss on long-term investments		2,182			—			2,182			—			—			—
Excess tax benefits from stock-based award activity		(24,561	)		(6,133	)		(30,694	)		—			—			—
Net gain on sale of assets		(3,409	)		—			(3,409	)		(150	)		—			(150	)
Other		(196	)		—			(196	)		(28	)		—			(28	)
Cash provided (used) by changes in operating assets and liabilities:					—									—
Accounts receivable		36,681			(40,338	)		(3,657	)		(7,055	)		11,653			4,598
Other receivables		1,032			(4,973	)		(3,941	)		570			(1,087	)		(517	)
Prepaid expenses and other current assets		(454	)		1,953			1,499			314			2,390			2,704
Other long-term assets		(718	)		(1,144	)		(1,862	)		(1,436	)		1,034			(402	)
Accounts payable		(15,308	)		9,863			(5,445	)		2,527			657			3,184
Accrued expenses and other current and long-term liabilities		16,199			17,683			33,882			(8,035	)		1,699			(6,336	)
Net cash provided (used) by operating activities		(7,108	)		(26,270	)		(33,378	)		55,492			5,305			60,797
Investing activities:
Proceeds from the sale of discontinued operations		359,091			(359,091	)		—			—			—			—
Purchases of property and equipment		(3,684	)		—			(3,684	)		(7,355	)		—			(7,355	)
Proceeds from the sale of assets		2,838			—			2,838			—			—			—
Loan to equity investee		(2,000	)		—			(2,000	)		—			—			—
Proceeds from sales and maturities of investments		294,381			—			294,381			298,288			—			298,288
Purchases of investments		(135,354	)		—			(135,354	)		(313,883	)		—			(313,883	)
Net cash provided (used) by investing activities		515,272			(359,091	)		156,181			(22,950	)		—			(22,950	)
Financing activities:
Dividend paid		(208,203	)		—			(208,203	)		—			—			—
Proceeds from stock option and warrant exercises		13,736			—			13,736			3,599			—			3,599
Proceeds from issuance of stock through employee stock purchase plan		1,383			(1	)		1,382			1,833			—			1,833
Excess tax benefits from stock-based award activity		24,561			6,133			30,694			—			—			—
Net cash provided (used) by financing activities		(168,523	)		6,132			(162,391	)		5,432			—			5,432
Discontinued operations:
Net cash provided (used) by operating activities		13,621			20,139			33,760			12,572			(30,141	)		(17,569	)
Net cash provided (used) by investing activities		(17,323	)		359,090			341,767			(39,839	)		24,836			(15,003	)
Net cash provided (used) by discontinued operations		(3,702	)		379,229			375,527			(27,267	)		(5,305	)		(32,572	)
Net increase in cash and cash equivalents		335,939			—			335,939			10,707			—			10,707
Cash and cash equivalents:
Beginning of period		162,387			—			162,387			151,680			—			151,680
End of period	$	498,326		$	—		$	498,326		$	162,387		$	—		$	162,387