-----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, GOEhBiuHvERVZNH3s4KT2HFcoiYQ/J2aigWzXUhlXeodK16mCkdqo4Nsu/+pqO0p L+14zPyMmR2nAOSyK1Eg2w== 0001157523-09-007780.txt : 20091105 0001157523-09-007780.hdr.sgml : 20091105 20091105162313 ACCESSION NUMBER: 0001157523-09-007780 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091105 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091105 DATE AS OF CHANGE: 20091105 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: 091161474 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 a6092698.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):  November 5, 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.)


910 East Hamilton Avenue
Campbell, California  95008
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (408) 558-3700


30700 Russell Ranch Road
Westlake Village, California 91362
(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, 2009, Move, Inc. issued a press release announcing its financial results for the quarter ended September 30, 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 quarter ended September 30, 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: November 5, 2009

 

By:

/s/ Robert J. Krolik

Robert J. Krolik

 

Chief Financial Officer


EXHIBIT INDEX

Exhibit Number

 

 

Description

 
99.1 Press Release announcing Move, Inc.’s financial results for the quarter ended September 30, 2009

EX-99.1 2 a6092698ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Move, Inc. Announces Third Quarter 2009 Financial Results

CAMPBELL, Calif.--(BUSINESS WIRE)--November 5, 2009--Move, Inc. (NASDAQ:MOVE) reported financial results for the third quarter ended September 30, 2009.

The leader in online real estate reported revenue for the third quarter of $52.9 million, compared to $61.2 million in the third quarter of 2008. Income from continuing operations for the third quarter was $753,000, compared to a loss of $2.1 million in the third quarter of 2008. Net loss applicable to common stockholders was $758,000, or $0.00 per share, compared to a net loss of $22.7 million, or a loss of $0.15 per share in the third quarter of 2008.

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 third quarter of 2009 was $5.6 million, or 11% of revenue, compared to $5.7 million, or 9% of revenue, for the third 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.

"The third quarter in 2009 was another very busy quarter for Move, as we continued to build the foundation for executing our long term growth strategy while keeping a short term focus on revenue, managing expenses and delivering positive Adjusted EBITDA," said Steve Berkowitz, chief executive officer at Move, Inc. “In the past few months, we’ve completed our executive management team by adding seasoned leaders who will run our technology and product operations, launched new services for our real estate customers to help them build their businesses and deepen their relationship with consumers, and began an extensive internal process to better align our business operations and integrate our sales functions across all product lines. At the same time, we have successfully maintained our clear market leadership position, as evidenced by the most recent data that shows Move continues to maintain a dominant position in terms of users, minutes on site and pages viewed.”

BUSINESS OUTLOOK

Move today provided preliminary guidance for the quarter ending December 31, 2009. For the quarter ending December 31, 2009, Move expects revenue to range between $47 and $48 million, with an expected Adjusted EBITDA margin of approximately 9% - 10%.

Move also provided preliminary guidance for the fiscal year ending December 31, 2010. The Company currently expects revenue to range between $184 million and $192 million, with an expected Adjusted EBITDA target of approximately 10%.

“We will exit 2009 with a more stable cost structure and a greater focus on delivering consistent cash flow,” stated Rob Krolik, chief financial officer. “We have eliminated several unprofitable revenue sources through a series of divestments and partnerships in 2009. With a strong balance sheet, we are well-positioned to continue making strategic investments in long term growth until we begin to benefit from our initiatives to refocus our company, launch new products for our customers, and take advantage of our clear position as the leading online real estate company.”


Conference Call

As previously announced, Move, Inc. will host a conference call, which will be broadcast live over the Internet today, Thursday, November 5, 2009, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). In order to participate in the call, please dial (800) 901-5231, or if outside the U.S., (617) 786-2961 with passcode 30748379, 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, November 5, 2009, and 11:59 p.m. ET, November 19, 2009, by calling (888) 286-8010, or (617) 801-6888, with passcode 58931733.

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.

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 Adjusted EBITDA. The Company has also presented a non-GAAP table of Financial Data for the three and nine month periods ended September 30, 2009 and 2008 that extracts stock-based compensation under ASC 718 "Compensation-Stock Compensation" (Previously 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.

Disclaimer as to Forward Looking Statements.

This press release may contain forward-looking statements, including, among others, statements regarding our future financial results and future financial position and 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 are based on our current expectations, forecasts and assumptions and are subject to, among other things, the finalization of Move's quarterly financial and accounting procedures, are not guarantees of future performance or results and are inherently subject to known and unknown risks, uncertainties and other factors which may cause the actual 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 9.3 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®; Moving.com; SeniorHousingNet; and TOP PRODUCER Systems. Move, Inc. is based in Campbell, California. For more information: www.move.com.

[1] comScore Media Metrics, September 2009


MOVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amount)

       
Three Months Ended September 30,

Nine Months Ended September 30,

  2009     2008     2009     2008  
(unaudited) (unaudited)
(Restated) (Restated)
Revenue $ 52,866 $ 61,240 $ 162,371 $ 184,619
Cost of revenue (1) 12,014   11,804   37,465   34,453  
Gross profit 40,852   49,436   124,906   150,166  
 
Operating expenses: (1)
Sales and marketing 18,787 24,002 60,936 71,268
Product and web site development 7,650 6,821 20,458 20,510
General and administrative 16,226 18,639 51,227 61,763
Amortization of intangible assets 107 188 366 582
Litigation settlement 975
Restructuring charges (1,192 ) 4,014   (1,192 ) 4,014  
Total operating expenses 41,578   53,664   132,770   158,137  
Operating loss from continuing operations (726 ) (4,228 ) (7,864 ) (7,971 )
 
Interest income, net 279 1,261 728 4,839
Other income, net 1,250   959   1,741   1,139  
Income (loss) from continuing operations before income taxes 803 (2,008 ) (5,395 ) (1,993 )
 
Provision for income taxes 50   110   227   313  
 
Income (loss) from continuing operations 753 (2,118 ) (5,622 ) (2,306 )
 
Loss from discontinued operations (196 ) (19,334 ) (445 ) (24,984 )
Gain on disposition of discontinued operations     2,303    
Net income (loss) 557 (21,452 ) (3,764 ) (27,290 )
 
Convertible preferred stock dividends and related accretion (1,315 ) (1,282 ) (3,920 ) (3,819 )
Net loss applicable to common stockholders $ (758 ) $ (22,734 ) $ (7,684 ) $ (31,109 )
 
Basic and diluted net loss per share applicable to common stockholders:
Continuing operations $ (0.00 ) $ (0.02 ) $ (0.06 ) $ (0.04 )
Discontinued operations (0.00 ) (0.13 ) 0.01   (0.16 )

Basic and diluted net loss per share applicable to common stockholders

$ (0.00 ) $ (0.15 ) $ (0.05 ) $ (0.21 )
 
 
Shares used in calculation of net loss per share applicable to common stockholders:
 
Basic and diluted 153,344   152,184   153,139   151,652  
 
 
(1) Includes stock-based compensation as follows:
 
Cost of revenue $ 54 $ 41 $ 137 $ 110
Sales and marketing 472 161 1,349 370
Product and web site development 166 150 493 419
General and administrative 2,919   2,351   13,291   8,718  
$ 3,611   $ 2,703   $ 15,270   $ 9,617  

MOVE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

 
  September 30,

2009

  December 31,

2008

(unaudited) (Restated)
ASSETS
Current assets:
Cash and cash equivalents $ 115,873 $ 108,935
Accounts receivable, net 11,628 12,833
Other current assets 11,935 11,399
Restricted cash 462    
Total current assets 139,898 133,167
 
Property and equipment, net 21,953 21,934
Long-term investments 111,800 111,800
Goodwill, net 16,969 16,969
Intangible assets, net 3,567 3,933
Restricted cash 3,209
Other assets 2,270   995  
Total assets $ 296,457   $ 292,007  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 7,349 $ 4,051
Accrued expenses 18,708 22,747
Deferred revenue 17,572 23,991
Obligation under capital leases 339
Line of credit 64,700   64,700  
Total current liabilities 108,329 115,828
 
Other non-current liabilities 1,160   2,043  
Total liabilities 109,489   117,871  
 
Series B convertible preferred stock 110,217 106,297
 
Stockholders’ equity:
Series A convertible preferred stock
Common stock 156 153
Additional paid-in capital 2,110,638 2,094,135
Accumulated other comprehensive income (17,093 ) (17,183 )
Accumulated deficit (2,016,950 ) (2,009,266 )
Total stockholders’ equity 76,751   67,839  
 
Total liabilities and stockholders’ equity $ 296,457   $ 292,007  

MOVE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 
Nine Months Ended September 30,
  2009     2008  
Cash flows from continuing operating activities: (unaudited)
(Restated)
Loss from continuing operations $ (5,622 ) $ (2,306 )
Adjustments to reconcile loss from continuing operations to net cash provided by continuing operating activities:
Depreciation 7,853 8,435
Amortization of intangible assets 366 582
Provision for doubtful accounts 1,024 511
Gain on sale of assets (1,308 ) (816 )
Stock-based compensation and charges 15,647 9,834
Change in market value of embedded derivative liability (536 ) (156 )
Other non-cash items (83 ) 411
Changes in operating assets and liabilities:
Accounts receivable 130 2,531
Other assets (998 ) (2,760 )
Accounts payable and accrued expenses 155 366
Deferred revenue (6,433 ) (4,312 )
 
Net cash provided by continuing operating activities 10,195 12,320
Net cash used in discontinued operating activities (1,843 ) (5,777 )
Net cash provided by operating activities 8,352   6,543  
 
Cash flows from investing activities:
Purchases of property and equipment (7,711 ) (5,748 )
Proceeds form sales of marketable equity securities 27
Purchases of short-term investments (96,418 )
Maturities of short-term investments 96,918
Proceeds from sale of assets 1,355   206  
Net cash used in investing activities of continuing operations (6,356 ) (5,015 )
Net cash provided by investing activities of discontinued operations 1,739   799  
Net cash used in investing activities (4,617 ) (4,216 )
 
Cash flows from financing activities:
Proceeds from exercise of stock options 1,859 2,889
Borrowings from line of credit 64,700
Tax withholdings related to net share settlements of restricted stock awards (1,064 )
Restricted cash 2,747 166
Payments on capital lease obligations (339 ) (1,516 )
Net cash provided by financing activities 3,203   66,239  
 
Change in cash and cash equivalents 6,938 68,566
 
Cash and cash equivalents, beginning of period 108,935   45,713  
 
Cash and cash equivalents, end of period $ 115,873   $ 114,279  

MOVE, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

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

(in thousands)

 
       
Three Months Ended September 30, Nine Months Ended September 30,
  2009     2008     2009     2008  
(unaudited) (unaudited)
(Restated) (Restated)
Operating loss from continuing operations $ (726 ) $ (4,228 ) $ (7,864 ) $ (7,971 )
 
Plus:
Stock-based compensation 3,611 2,703 15,270 9,617
Stock-based charges 111 108 377 217
Depreciation 2,566 2,923 7,853 8,435
Amortization of intangible assets 107 188 366 582
Litigation settlement 975
Restructuring charges (1,192 ) 4,014 (1,192 ) 4,014
Non-recurring severance costs 1,093     3,490    
Adjusted EBITDA $ 5,570   $ 5,708   $ 19,275   $ 14,894  

MOVE, INC.

OPERATING RESULTS NET OF STOCK-BASED COMPENSATION EXPENSE

(in thousands)

     
Three months ended
September 30, 2009
(unaudited)

As Reported

Stock-based

Compensation

Excluding

Stock-based

Compensation

Revenue $ 52,866 $ $ 52,866
Cost of revenue 12,014   (54 ) 11,960  
Gross profit 40,852 54 40,906
 
Sales and marketing 18,787 (472 ) 18,315
Product and web site development 7,650 (166 ) 7,484
General and administrative 16,226 (2,919 ) 13,307
Amortization of intangibles 107 107
Litigation Settlement 0
Restructuring charges (1,192 )   (1,192 )
Total operating expenses 41,578   (3,557 ) 38,021  
 
Operating income (loss) from continuing operations $ (726 ) $ 3,611   $ 2,885  
 
 
 
Three months ended
September 30, 2008
(unaudited)
As Reported

Stock-based

Compensation

 

Excluding

Stock-Based

Compensation

(Restated)
Revenue $ 61,240 $ $ 61,240
Cost of revenue 11,804   (41 ) 11,763  
Gross profit 49,436 41 49,477
 
Sales and marketing 24,002 (161 ) 23,841
Product and web site development 6,821 (150 ) 6,671
General and administrative 18,639 (2,351 ) 16,288
Amortization of intangibles 188 188
Restructuring charges 4,014     4,014  
Total operating expenses 53,664   (2,662 ) 51,002  
 
Operating income (loss) from continuing operations $ (4,228 ) $ 2,703   $ (1,525 )
 
 
Nine months ended
September 30, 2009
(unaudited)
As Reported  

Stock-based

Compensation

     

Excluding

Stock-Based

Compensation

Revenue $ 162,371 $ $ 162,371
Cost of revenue 37,465   (137 ) 37,328  
Gross profit 124,906 137 125,043
 
Sales and marketing 60,936 (1,349 ) 59,587
Product and web site development 20,458 (493 ) 19,965
General and administrative 51,227 (13,291 ) 37,936
Amortization of intangibles 366 366
Litigation settlement 975 975
Restructuring charges (1,192 )     (1,192 )
Total operating expenses 132,770   (15,133 )   117,637  
 
Operating income (loss) from continuing operations $ (7,864 ) $ 15,270   $ 7,406  
 
 
 
Nine months ended
September 30, 2008
(unaudited)
As Reported

Stock-based

Compensation

   

Excluding

Stock-Based

Compensation

(Restated)
Revenue $ 184,619 $ $ 184,619
Cost of revenue 34,453   (110 ) 34,343  
Gross profit 150,166 110 150,276
 
Sales and marketing 71,268 (370 ) 70,898
Product and web site development 20,510 (419 ) 20,091
General and administrative 61,763 (8,718 ) 53,045
Amortization of intangibles 582 582
Restructuring charges 4,014     4,014  
Total operating expenses 158,137   (9,507 ) 148,630  
 
Operating income (loss) from continuing operations $ (7,971 ) $ 9,617   $ 1,646  

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

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