-----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, OF7j3otTPbhO45ILs4dGjO3Yekj+PcbbAistJ/vzOYwA+lSaEDtZrhBVKUsWEO/z Bi5XK7cWnaGXknY/hfjYwg== 0001157523-09-003618.txt : 20090507 0001157523-09-003618.hdr.sgml : 20090507 20090507161927 ACCESSION NUMBER: 0001157523-09-003618 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090507 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090507 DATE AS OF CHANGE: 20090507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOVE INC CENTRAL INDEX KEY: 0001085770 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 954438337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26659 FILM NUMBER: 09805783 BUSINESS ADDRESS: STREET 1: 30700 RUSSELL RANCH RD CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 805-557-2300 MAIL ADDRESS: STREET 1: 30700 RUSSELL RANCH RD CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 FORMER COMPANY: FORMER CONFORMED NAME: HOMESTORE INC DATE OF NAME CHANGE: 20021113 FORMER COMPANY: FORMER CONFORMED NAME: HOMESTORE COM INC DATE OF NAME CHANGE: 19990505 8-K 1 a5959209.htm MOVE, INC. 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


Date of report (Date of earliest event reported): May 7, 2009

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.)

30700 Russell Ranch Road
Westlake Village, California 91362
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (805) 557-2300


 (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 May 7, 2009, Move, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2009.  A copy of that 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 first quarter ended March 31, 2009

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: May 7, 2009

By:

/s/ Lewis R. Belote, III

Lewis R. Belote, III

Chief Financial Officer


EXHIBIT INDEX

Exhibit Number

  Description
 

99.1

Press Release announcing Move, Inc.’s financial results for the first quarter ended March 31, 2009

EX-99.1 2 a5959209ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Move, Inc. Announces First Quarter 2009 Financial Results

WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--May 7, 2009--Move, Inc. (NASDAQ:MOVE) reported financial results for the first quarter ended March 31, 2009.

Revenue for the first quarter was $54.9 million, compared to $61.9 million in the first quarter of 2008. Loss from continuing operations for the first quarter was $8.9 million, compared to a loss of $0.8 million for the first quarter of 2008. The net loss applicable to common stockholders was $10.6 million, or $.07 per share, compared to a net loss of $4.6 million, or $.03 per share in the first quarter of 2008. The first quarter 2009 results reflected non-recurring charges due to the departure of two senior executives, which included $1.9 million in severance pay and $8.7 million in stock-based compensation charges associated with those departures and the hiring of a new chief executive officer. The first quarter of 2008 included $2.0 million in severance costs for departing executives.

Move's Adjusted EBITDA (earnings from continuing operations before interest, taxes, stock-based compensation and charges, depreciation, amortization and other non-recurring charges) on a non-GAAP basis for the first quarter of 2009 was $6.6 million, compared to $5.5 million for the first quarter of 2008. The Company 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.

"During my first three months as CEO at Move, I’ve learned a great deal about the passion of our employees, the significant assets we own, and the tremendous market opportunities I believe exist today," said Steve Berkowitz, Move's CEO. “No other company matches our unique capability to provide the extensive roster of valuable services we deliver to all sides of the real estate value chain, from consumers to real estate professionals to advertisers. Moving forward, we will better focus our efforts on leveraging our key assets, addressing areas of the business that need to be fixed, and expanding our capabilities in other areas that will drive our future growth. As a team, we will maintain and strengthen our existing business model while simultaneously building for the future. Consequently, we’ve initiated a core shift in the structure of our company from an organization built around individual products to one centered around common business functions. This change will enable us to more fully leverage the strengths of all our assets across the entire organization and improve our overall financial and operational performance.”


Conference Call

As previously announced, Move, Inc. will host a conference call, which will be broadcast live over the Internet today, Thursday, May 7, 2009, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). Chief Executive Officer, Steve Berkowitz, and Chief Financial Officer, Lew Belote, will discuss the Company's first quarter 2009 results. In order to participate in the call, please dial (800) 320-2978, or if outside the U.S., (617) 614-4923 with passcode 35615370, at least five minutes prior to the 2:00 p.m. PT start time. A live webcast and replay of the call will also be available at http://investor.move.com under the Event Calendar menu. An audio replay will be available between 8:00 p.m. ET, May 7, 2009, and 11:59 p.m. ET, May 14, 2009, by calling (888) 286-8010, or (617) 801-6888, with passcode 59067438.

For additional information regarding the Company's results, please go to the "SEC Filings" section at http://investor.move.com to view annual reports as filed with the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2008 on March 9, 2009. Move's Form 10-Q for the quarter ended March 31, 2009 is expected to be filed with the Securities and Exchange Commission on, or before, May 11, 2009.

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 income (loss) from continuing operations excluding restructuring, impairment of long-lived assets, litigation settlement charges and certain other non-cash and non-recurring items, principally depreciation, amortization and stock-based compensation and other charges, which is referred to as EBITDA. The Company has also presented a non-GAAP table of Segment Data for the three months ended March 31, 2009 and 2008 that extracts stock-based compensation under SFAS 123R "Share Based Payment". 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 a more consistent basis for comparison between quarters and should be carefully evaluated.

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 with 7.0 million [1] monthly visitors to its online network of websites. Move, Inc. operates: Move.com®, a leading destination for information on new homes and rental listings, moving, home and garden and home finance; REALTOR.com®, the official Web site of the National Association of REALTORS®; Welcome Wagon®; Moving.com; SeniorHousingNet™; and TOP PRODUCER® Systems. Move, Inc. is based in Westlake Village, California. For more information: www.move.com.


[1] comScore Media Metrix, March 2009

 

MOVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 
Three Months Ended March 31,
2009   2008  

(unaudited)

Revenue $ 54,868 $ 61,942
Cost of revenue (1) 12,647   11,435  
Gross profit 42,221   50,507  
 
Operating expenses: (1)
Sales and marketing 20,762 24,126
Product and web site development 6,383 6,887
General and administrative 24,022 22,171
Amortization of intangible assets 151   197  
Total operating expenses 51,318   53,381  
Operating loss from continuing operations (9,097 ) (2,874 )
 
Interest income, net 135 2,057
Other income, net 105   71  
Loss from continuing operations before income taxes (8,857 ) (746 )
 
Provision for income taxes (96 ) (41 )
 
Loss from continuing operations (8,953 ) (787 )
 
Loss from discontinued operations (356 ) (2,574 )
Net loss (9,309 ) (3,361 )
 

Convertible preferred stock dividends and related accretion

(1,298 ) (1,265 )
Net loss applicable to common stockholders $ (10,607 ) $ (4,626 )
 
Basic net loss per share applicable to common stockholders
Continuing operations $ (0.07 ) $ (0.01 )
Discontinued operations (0.00 ) (0.02 )
Basic net loss per share applicable to common stockholders $ (0.07 ) $ (0.03 )
 

Diluted net loss per share applicable to common stockholders

Continuing operations $ (0.07 ) $ (0.01 )
Discontinued operations (0.00 ) (0.02 )

Diluted net loss per share applicable to common stockholders

$ (0.07 ) $ (0.03 )
 
 

Shares used in calculation of net loss per share applicable to common stockholders:

 
Basic 153,119   151,215  
Diluted 153,119   151,215  
 
 
(1) Includes stock-based compensation as follows:
 
Cost of revenue $ 37 $ 38
Sales and marketing 273 106
Product and web site development 140 185
General and administrative 10,423   3,070  
$ 10,873   $ 3,399  

 

MOVE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 
Three Months Ended March 31,
2009   2008  
Cash flows from continuing operating activities: (unaudited)
Loss from continuing operations $ (8,953 ) $ (787 )
Adjustments to reconcile loss from continuing operations to net cash provided by continuing operating activities:
Depreciation 2,619 2,629
Amortization of intangible assets 151 197
Provision for doubtful accounts 542 241
Stock-based compensation and charges 11,022 3,495
Change in market value of embedded derivative liability (90 ) (78 )
Other non-cash items (20 ) 294
Changes in operating assets and liabilities, net of acquisitions and discontinued operations:
Accounts receivable 675 843
Other assets (1,029 ) (281 )
Accounts payable and accrued expenses 2,920 (1,050 )
Deferred revenue (2,821 ) 1,431  
 
Net cash provided by continuing operating activities 5,016 6,934
Net cash used in discontinued operating activities (468 ) (2,129 )
Net cash provided by operating activities 4,548   4,805  
 
Cash flows from investing activities:
Purchases of property and equipment (2,097 ) (3,370 )
Purchases of short-term investments (21,494 )
Maturities of short-term investments 150
Proceeds from sale of assets 2    
Net cash used in investing activities of continuing operations (2,095 ) (24,714 )
Net cash used in investing activities of discontinued operations   (107 )
Net cash used in investing activities (2,095 ) (24,821 )
 
Cash flows from financing activities:
Proceeds from exercise of stock options 9 759
Payments on capital lease obligations (251 ) (496 )
Restricted cash 10   180  
Net cash provided by (used in) financing activities (232 ) 443  
 
Change in cash and cash equivalents 2,221 (19,573 )
 
Cash and cash equivalents, beginning of period 108,935   45,713  
 
Cash and cash equivalents, end of period $ 111,156   $ 26,140  
 

 

MOVE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 
  March 31,

2009

  December 31,

2008

(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 111,156 $ 108,935
Accounts receivable, net 11,565 12,833
Other current assets 12,535   11,399  
Total current assets 135,256 133,167
 
Property and equipment, net 21,378 21,934
Long-term investments 111,800 111,800
Goodwill, net 16,969 16,969
Intangible assets, net 3,782 3,933
Restricted cash 3,199 3,209
Other assets 874   995  
Total assets $ 293,258   $ 292,007  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 3,497 $ 4,051
Accrued expenses 27,421 22,747
Obligation under capital leases 88 339
Deferred revenue 21,174 23,991
Line of credit 64,700   64,700  
Total current liabilities 116,880 115,828
 
Other non-current liabilities 1,605   2,043  
Total liabilities 118,485   117,871  
 
Series B convertible preferred stock 107,595 106,297
 
Stockholders’ equity:
Series A convertible preferred stock

Common stock 154 153
Additional paid-in capital 2,099,960 2,089,964
Accumulated other comprehensive income (17,234 ) (17,183 )
Accumulated deficit (2,015,702 ) (2,005,095 )
Total stockholders’ equity 67,178   67,839  
 
Total liabilities and stockholders’ equity $ 293,258   $ 292,007  
 

 

MOVE, INC.

SEGMENT OPERATING RESULTS

(in thousands)

 
Three Months Ended March 31,
2009     2008  
Revenue: (unaudited)
Real Estate Services $ 50,537 $ 55,794
Consumer Media 4,331   6,148  

Total revenue

$ 54,868   $ 61,942  
 

Operating income (loss) from continuing operations (1)

Real Estate Services $ 12,470 $ 11,546
Consumer Media (378 ) (653 )
Unallocated (21,189 ) (13,767 )
Operating loss from continuing operations $ (9,097 ) $ (2,874 )
 
 
(1) Includes stock-based compensation as follows:
 
Real Estate Services $ 563 $ 1,731
Consumer Media 70 84
Unallocated 10,240   1,584  
$ 10,873   $ 3,399  
 

 


             

MOVE, INC.

SEGMENT OPERATING RESULTS

NET OF STOCK-BASED COMPENSATION EXPENSE

(in thousands)

 
Three months ended
March 31, 2009
(unaudited)

Real Estate

Services

Consumer

Media

Unallocated

Stock-based

Compensation

Total
Revenue $ 50,537 $ 4,331 $ $ $ 54,868
Cost of revenue 10,295       1,886       429   37   12,647  
Gross profit 40,242 2,445 (429 ) (37 ) 42,221
 
Sales and marketing 17,688 1,801 1,000 273 20,762
Product and web site development 5,233 528 482 140 6,383
General and administrative 4,288 424 8,887 10,423 24,022
Amortization of intangibles   151     151  
Total operating expenses 27,209 2,753   10,520   10,836   51,318  
 
Operating income (loss) from continuing operations $ 13,033 $ (308 ) $ (10,949 ) $ (10,873 ) $ (9,097 )
 
 
 
Three months ended
March 31, 2008
(unaudited)

Real Estate

Services

Consumer

Media

Unallocated

Stock-based

Compensation

Total
Revenue $ 55,794 $ 6,148 $ $ $

61,942

Cost of revenue 9,478       1,567       352   38   11,435  
Gross profit 46,316 4,581 (352 ) (38 ) 50,507
 
Sales and marketing 19,266 3,374 1,380 106 24,126
Product and web site development 5,616 445 641 185 6,887
General and administrative 8,157 1,331 9,613 3,070 22,171
Amortization of intangibles   197     197  
Total operating expenses 33,039 5,150   11,831   3,361   53,381  
 
Operating income (loss) from continuing operations $ 13,277 $ (569 ) $ (12,183 ) $ (3,399 ) $ (2,874 )
 

MOVE, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURE

OPERATING LOSS FROM CONTINUING OPERATIONS EXCLUDING STOCK-BASED COMPENSATION AND CHARGES, DEPRECIATION, AMORTIZATION, AND NON-RECURRING SEVERANCE COSTS (EBITDA)

(in thousands)

 

 

Three Months Ended March 31,

 

2009

 

2008

(unaudited)

Operating loss from continuing operations $ (9,097 ) $ (2,874 )
 
Plus:
Stock-based charges 149 96
Amortization of intangible assets 151 197
Depreciation 2,619 2,629
Stock-based compensation 10,873 3,399
Non-recurring severance costs 1,900   2,010  
Adjusted EBITDA $ 6,595   $ 5,457  

CONTACT:
The Blueshirt Group
Todd Friedman, 415-217-7722
todd@blueshirtgroup.com
Stacie Bosinoff, 415-217-7722
Stacie@blueshirtgroup.com

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