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
Date of report (Date of earliest event reported): November 5, 2012
Move, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-26659 | 95-4438337 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
910 East Hamilton Avenue
Campbell, California 95008
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (408) 558-3700
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
¨ Written communications 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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2012, Move, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2012. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 | Press release announcing Move, Inc.’s financial results for the quarter ended September 30, 2012 |
SIGNATURE
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.
MOVE, INC. | ||
Date: November 5, 2012 | By: | /s/ Rachel C. Glaser |
Rachel C. Glaser | ||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press release announcing Move, Inc.’s financial results for the quarter ended September 30, 2012 |
Move, Inc. Announces Third Quarter 2012 Financial Results
CAMPBELL, Calif., Nov. 5, 2012 /PRNewswire/ -- Move, Inc. (NASDAQ: MOVE), the leader in online real estate, today reported financial results for the third quarter ended September 30, 2012.
Revenue for the quarter was $49.4 million, an increase of $3.0 million, or six percent, from $46.5 million in the third quarter of 2011. Net income applicable to common stockholders was $1.8 million, or $0.04 per diluted share, compared to $242,000, or $0.01 per diluted share, in the third quarter of 2011. Non-GAAP Adjusted EBITDA was $6.9 million, an increase of $1.3 million, or 24 percent, from $5.5 million in the third quarter of 2011. As a percentage of revenue, Adjusted EBITDA improved to 14 percent of revenue in the third quarter of 2012 compared to 12 percent in the third quarter of 2011. Move, Inc. has reported Adjusted EBITDA because management uses it to monitor and assess the Company's performance and believes it is helpful to investors in understanding the Company's business.
Steve Berkowitz, chief executive officer of Move, Inc. said, "We continued to make solid progress across our key strategic initiatives, building strength in our core business while expanding our market opportunity through our recent acquisitions of TigerLead Solutions and Relocation.com. We are poised to exit the year in a stronger competitive position, with a broader and more stable product set that offers greater upside potential and with growing consumer engagement metrics that highlight our market leadership. Combined with continued indicators of a slow but steady path to recovery in the housing market, we expect to end the year on a positive note and set the stage for revenue acceleration in 2013."
Recent Highlights:
Business Outlook
For the quarter ending December 31, 2012, Move expects revenue to range between approximately $51.5 million and $52.0 million and expects to report Adjusted EBITDA margin of approximately 15 percent.
Conference Call
As previously announced, Move, Inc. will host a conference call, which will be broadcast live over the Internet today, Monday, November 5, 2012. To access the call, please dial (877) 312-5848, or outside the U.S. (253) 237-1155, five minutes prior to 1:30 p.m. Pacific Standard Time. A live webcast of the call will also be available at http://investor.move.com under the Events & Presentations menu.
An audio replay will be available between 4:30 p.m. Pacific Standard Time November 5, 2012, and 8:59 p.m. Pacific Standard Time November 9, 2012, (855) 859-2056 or (404) 537-3406, with Conference ID 26453667. A replay of the call will also be available at http://investor.move.com.
Use of Non-GAAP Financial Measures
To supplement its consolidated financial statements presented in accordance with generally accepted accounting principles in the United States ("GAAP"), Move uses a non-GAAP measure of net income excluding net interest income, income tax expense and certain other non-cash and non-recurring items, principally depreciation, amortization and stock-based compensation and other charges, which is referred to as Adjusted EBITDA. The Company has also presented a non-GAAP table of Financial Data for the three- and nine-month periods ended September 30, 2012 and 2011 that extracts stock-based compensation under ASC Topic 718 "Compensation—Stock Compensation." A reconciliation of these non-GAAP measures to GAAP is provided in the attached tables. These non-GAAP adjustments are provided to enhance the user's overall understanding of Move's current financial
performance and its prospects for the future and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. These non-GAAP measures are the primary basis management uses for planning and forecasting its future operations. Move believes these non-GAAP results provide useful information to both management and investors by excluding certain expenses that it believes are not indicative of its core operating results and provide a more consistent basis for comparison between quarters and should be carefully evaluated. Move, Inc. has reported Adjusted EBITDA because management uses it to monitor and assess the Company's performance and believes it is helpful to investors in understanding the Company's business.
This press release may contain forward-looking statements, including information about management's view of Move's future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of Move, its subsidiaries, divisions and concepts to be materially different than those expressed or implied in such statements. These risk factors and others are included from time to time in documents Move files with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on Move's future results. The forward-looking statements included in this press release are made only as of the date hereof. Move cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Move expressly disclaims any intent or obligation to update any forward-looking statements to reflect subsequent events or circumstances.
ABOUT MOVE, INC.
Move, Inc. (NASDAQ:MOVE) is the leader in online real estate and operator of REALTOR.com®, the official website of the National Association of REALTORS®; Move.com, a leading destination for new homes and rental listings, moving, home and garden, and home finance; ListHub™, the leading syndicator of real estate listings; Moving.com™; SeniorHousingNet; SocialBios; TigerLead®;; and TOP PRODUCER® Systems. Move, Inc. is based in Campbell, California. SOURCE Move, Inc.
MOVE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) | |||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||
(unaudited) | (unaudited) | ||||||||||
Revenue | $ | 49,446 | $ | 46,466 | $ | 146,496 | $ | 144,456 | |||
Cost of revenue(1) | 10,236 | 9,959 | 29,509 | 31,203 | |||||||
Gross profit | 39,210 | 36,507 | 116,987 | 113,253 | |||||||
Operating expenses: | |||||||||||
Sales and marketing(1) | 17,235 | 16,281 | 53,005 | 52,524 | |||||||
Product and web site development(1) | 9,412 | 8,437 | 27,603 | 26,899 | |||||||
General and administrative(1) | 10,464 | 10,823 | 31,514 | 30,352 | |||||||
Amortization of intangible assets | 500 | 397 | 1,294 | 1,108 | |||||||
Total operating expenses | 37,611 | 35,938 | 113,416 | 110,883 | |||||||
Operating income | 1,599 | 569 | 3,571 | 2,370 | |||||||
Interest (expense) income, net | (1) | (2) | — | 33 | |||||||
Earnings of unconsolidated joint venture | 290 | 367 | 710 | 718 | |||||||
Other (expense) income, net | — | (99) | (69) | 278 | |||||||
Income from operations before income taxes | 1,888 | 835 | 4,212 | 3,399 | |||||||
Income tax expense | 103 | 31 | 175 | 123 | |||||||
Net income | 1,785 | 804 | 4,037 | 3,276 | |||||||
Convertible preferred stock dividend and related accretion | — | (562) | (942) | (3,506) | |||||||
Net income (loss) applicable to common stockholders | $ | 1,785 | $ | 242 | $ | 3,095 | $ | (230) | |||
Basic net income (loss) per share applicable to common stockholders | $ | 0.05 | $ | 0.01 | $ | 0.08 | $ | (0.01) | |||
Diluted net income (loss) per share applicable to common stockholders | $ | 0.04 | $ | 0.01 | $ | 0.08 | $ | (0.01) | |||
Shares used to calculate net income (loss) per share applicable to common stockholders: | |||||||||||
Basic | 38,798 | 39,279 | 38,661 | 39,430 | |||||||
Diluted | 39,895 | 39,977 | 39,660 | 39,430 | |||||||
Comprehensive income: | |||||||||||
Net income | $ | 1,785 | $ | 804 | $ | 4,037 | $ | 3,276 | |||
Foreign currency translation gain (loss) | 11 | (62) | (21) | (98) | |||||||
Comprehensive income | $ | 1,796 | $ | 742 | $ | 4,016 | $ | 3,178 | |||
(1) Includes stock-based compensation as follows: | |||||||||||
Cost of revenue | $ | 71 | $ | 52 | $ | 193 | $ | 170 | |||
Sales and marketing | 361 | 307 | 1,554 | 1,066 | |||||||
Product and web site development | 527 | 238 | 1,412 | 915 | |||||||
General and administrative | 938 | 488 | 2,428 | 1,979 | |||||||
$ | 1,897 | $ | 1,085 | $ | 5,587 | $ | 4,130 | ||||
MOVE, INC. CONSOLIDATED BALANCE SHEETS (in thousands) | |||||
September 30,
| December 31,
| ||||
(unaudited) | |||||
ASSETS | |||||
Current assets: | |||||
Cash | $ | 30,876 | $ | 87,579 | |
Accounts receivable, net | 12,382 | 11,719 | |||
Other current assets | 6,950 | 7,086 | |||
Total current assets | 50,208 | 106,384 | |||
Property and equipment, net | 20,023 | 20,487 | |||
Investment in unconsolidated joint venture | 5,442 | 5,711 | |||
Goodwill, net | 33,551 | 24,450 | |||
Intangible assets, net | 18,825 | 7,319 | |||
Other assets | 851 | 570 | |||
Total assets | $ | 128,900 | $ | 164,921 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Current liabilities: | |||||
Accounts payable | $ | 4,748 | $ | 5,851 | |
Accrued expenses | 18,321 | 14,782 | |||
Deferred revenue | 8,672 | 9,809 | |||
Total current liabilities | 31,741 | 30,442 | |||
Other noncurrent liabilities | 3,107 | 3,264 | |||
Total liabilities | 34,848 | 33,706 | |||
Series B convertible preferred stock | — | 48,555 | |||
Stockholders' equity: | |||||
Series A convertible preferred stock | — | — | |||
Common stock | 39 | 39 | |||
Additional paid-in capital | 2,129,801 | 2,121,483 | |||
Accumulated other comprehensive income | 237 | 258 | |||
Accumulated deficit | (2,036,025) | (2,039,120) | |||
Total stockholders' equity | 94,052 | 82,660 | |||
Total liabilities and stockholders' equity | $ | 128,900 | $ | 164,921 | |
MOVE, INC. CONSOLIDATED
STATEMENTS OF CASH FLOWS (in thousands) | |||||
Nine Months Ended September 30, | |||||
2012 | 2011 | ||||
(unaudited) | |||||
Cash flows from operating activities: | |||||
Net income | $ | 4,037 | $ | 3,276 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation | 7,195 | 6,979 | |||
Amortization of intangible assets | 1,294 | 1,108 | |||
Provision for doubtful accounts | 486 | 99 | |||
Loss on sales and disposals of assets | 38 | 126 | |||
Stock-based compensation and charges | 5,856 | 4,441 | |||
Earnings of unconsolidated joint venture | (710) | (718) | |||
Return on investment in unconsolidated joint venture | 255 | 280 | |||
Other noncash items | (78) | (52) | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (1,100) | (1,649) | |||
Other assets | (144) | 88 | |||
Accounts payable and accrued expenses | 2,816 | (3,189) | |||
Deferred revenue | (1,163) | (2,649) | |||
Net cash provided by operating activities | 18,782 | 8,140 | |||
Cash flows from investing activities: | |||||
Purchases of property and equipment | (6,672) | (5,075) | |||
Proceeds from sale of assets | 9 | — | |||
Acquisitions, net of cash acquired | (22,000) | (500) | |||
Proceeds from dissolution of joint venture | — | 499 | |||
Return of investment in unconsolidated joint venture | 724 | 660 | |||
Net cash used in investing activities | (27,939) | (4,416) | |||
Cash flows from financing activities: | |||||
Principal payments on loan payable | (82) | (77) | |||
Redemption of convertible preferred stock | (49,044) | (70,000) | |||
Payment of dividends on convertible preferred stock | (882) | (1,579) | |||
Proceeds from exercise of stock options | 3,060 | 608 | |||
Tax payment related to net share settlements of restricted stock awards | (529) | (312) | |||
Repurchases of common stock | (69) | (9,617) | |||
Net cash used in financing activities | (47,546) | (80,977) | |||
Change in cash and cash equivalents | (56,703) | (77,253) | |||
Cash and cash equivalents, beginning of period | 87,579 | 158,517 | |||
Cash and cash equivalents, end of period | $ | 30,876 | $ | 81,264 | |
MOVE, INC. RECONCILIATION OF NET INCOME TO NON-GAAP ADJUSTED EBITDA (in thousands) | |||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||
(unaudited) | (unaudited) | ||||||||||
Net income | $ | 1,785 | $ | 804 | $ | 4,037 | $ | 3,276 | |||
Plus: | |||||||||||
Stock-based compensation | 1,897 | 1,085 | 5,587 | 4,130 | |||||||
Stock-based charges | 99 | 72 | 269 | 311 | |||||||
Depreciation | 2,282 | 2,340 | 7,195 | 6,979 | |||||||
Amortization of intangible assets, including unconsolidated joint venture | 697 | 594 | 1,886 | 1,700 | |||||||
Interest expense (income), net | 1 | 2 | — | (33) | |||||||
Income tax expense | 103 | 31 | 175 | 123 | |||||||
Termination costs from dissolution of joint venture | — | 619 | — | 619 | |||||||
Adjusted EBITDA | $ | 6,864 | $ | 5,547 | $ | 19,149 | $ | 17,105 |
MOVE, INC.
NET OF STOCK-BASED COMPENSATION EXPENSE (in thousands) | ||||||
Three Months Ended | ||||||
September 30, 2012 | ||||||
(unaudited) | ||||||
As Reported | Stock-based
| Excluding
| ||||
Revenue | $ | 49,446 | $ | — | $ | 49,446 |
Cost of revenue | 10,236 | (71) | 10,165 | |||
Gross profit | 39,210 | 71 | 39,281 | |||
Sales and marketing | 17,235 | (361) | 16,874 | |||
Product and web site development | 9,412 | (527) | 8,885 | |||
General and administrative | 10,464 | (938) | 9,526 | |||
Amortization of intangibles | 500 | — | 500 | |||
Total operating expenses | 37,611 | (1,826) | 35,785 | |||
Operating income | $ | 1,599 | $ | 1,897 | $ | 3,496 |
Three Months Ended | ||||||
September 30, 2011 | ||||||
(unaudited) | ||||||
As Reported | Stock-based
| Excluding
| ||||
Revenue | $ | 46,466 | $ | — | $ | 46,466 |
Cost of revenue | 9,959 | (52) | 9,907 | |||
Gross profit | 36,507 | 52 | 36,559 | |||
Sales and marketing | 16,281 | (307) | 15,974 | |||
Product and web site development | 8,437 | (238) | 8,199 | |||
General and administrative | 10,823 | (488) | 10,335 | |||
Amortization of intangibles | 397 | — | 397 | |||
Total operating expenses | 35,938 | (1,033) | 34,905 | |||
Operating income | $ | 569 | $ | 1,085 | $ | 1,654 |
Nine Months Ended | ||||||
September 30, 2012 | ||||||
(unaudited) | ||||||
As Reported | Stock-based
| Excluding
| ||||
Revenue | $ | 146,496 | $ | — | $ | 146,496 |
Cost of revenue | 29,509 | (193) | 29,316 | |||
Gross profit | 116,987 | 193 | 117,180 | |||
Sales and marketing | 53,005 | (1,554) | 51,451 | |||
Product and web site development | 27,603 | (1,412) | 26,191 | |||
General and administrative | 31,514 | (2,428) | 29,086 | |||
Amortization of intangibles | 1,294 | — | 1,294 | |||
Total operating expenses | 113,416 | (5,394) | 108,022 | |||
Operating income | $ | 3,571 | $ | 5,587 | $ | 9,158 |
Nine Months Ended | ||||||
September 30, 2011 | ||||||
(unaudited) | ||||||
As Reported | Stock-based
| Excluding
| ||||
Revenue | $ | 144,456 | $ | — | $ | 144,456 |
Cost of revenue | 31,203 | (170) | 31,033 | |||
Gross profit | 113,253 | 170 | 113,423 | |||
Sales and marketing | 52,524 | (1,066) | 51,458 | |||
Product and web site development | 26,899 | (915) | 25,984 | |||
General and administrative | 30,352 | (1,979) | 28,373 | |||
Amortization of intangibles | 1,108 | — | 1,108 | |||
Total operating expenses | 110,883 | (3,960) | 106,923 | |||
Operating income | $ | 2,370 | $ | 4,130 | $ | 6,500 |
CONTACT: Alex Wellins, alex@blueshirtgroup.com or Jennifer Jarman, jennifer@blueshirtgroup.com, both of The Blueshirt Group, +1-415-217-7722