-----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, NSi4L6aV0Qx0k6kIerSXRhugVL8hUPGOGCrPPRCSkbdi0MTV7QaXg2XC9BlzFfBw f/FpfRUbrYfFeLBwehRUCQ== 0001104659-04-012154.txt : 20040503 0001104659-04-012154.hdr.sgml : 20040503 20040503100222 ACCESSION NUMBER: 0001104659-04-012154 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040503 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED ONLINE INC CENTRAL INDEX KEY: 0001142701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770575839 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33367 FILM NUMBER: 04771647 BUSINESS ADDRESS: STREET 1: 2555 TOWNGATE ROAD CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 MAIL ADDRESS: STREET 1: 2555 TOWNGATE ROAD CITY: WSTLAKE VILLAGE STATE: CA ZIP: 91361 8-K 1 a04-5166_18k.htm 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 3, 2004

 

United Online, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

000-33367

 

77-0575839

(State or other jurisdiction of
incorporation or organization)

 

(Commission File
Number)

 

(I.R.S. Employer
Identification Number)

 

2555 Townsgate Road
Westlake Village, California 91361
(Address of principal executive offices) (Zip Code)

 

Telephone: (805) 418-2000
(Registrant’s telephone number, including area code)

 

 



 

ITEM 7.  EXHIBITS

 

(c)          Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated May 3, 2004 (which is being furnished pursuant to Item 12 of Form 8-K)

 

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On May 3, 2004, United Online, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2004, and other financial information.  A copy of the press release is furnished as Exhibit 99.1 to this report.

 

The information in this report and the exhibits attached hereto are being furnished pursuant to Item 12 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filings.

 

1



 

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 thereunto duly authorized.

 

Date: May 3, 2004

 

UNITED ONLINE, INC.

 

 

 

 

 

/s/ Charles S. Hilliard

 

 

Charles S. Hilliard

 

 

Executive Vice President, Finance
and Chief Financial Officer

 

2



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated May 3, 2004 (which is being furnished pursuant to Item 12 of Form 8-K)

 

3


EX-99.1 2 a04-5166_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

UNITED ONLINE REPORTS FIRST-QUARTER 2004 RESULTS

 

Record Revenues of $108 Million

Record Operating Income of $20 Million

Record Adjusted OIBDA of $26 Million

 

WESTLAKE VILLAGE, Calif., May 3, 2004 – United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer Internet subscription services, today reported results for its first quarter ended March 31, 2004.

 

Summary of March 2004 Quarter Results:

 

                  Total revenues for the quarter were a record $107.7 million, up 46% versus $73.8 million for the year-ago quarter.

 

                  Operating income for the quarter was a record $19.9 million, or 18.5% of revenues, up 201% versus operating income of $6.6 million, or 9.0% of revenues, in the year-ago quarter.

 

                  Adjusted operating income before depreciation and amortization (or “OIBDA”)(1) for the quarter was a record $26.0 million, or 24.1% of revenues, an increase of 90% versus adjusted OIBDA(1) of $13.7 million, or 18.5% of revenues, in the year-ago quarter.

 

                  Pay subscribers(2) grew 203,000 during the quarter to 3.1 million; Revenue generating units(3) (RGUs) grew 472,000 to 4.0 million; Active users(2) totaled 5.4 million at March 31, 2004.

 

                  Net income for the quarter was $12.4 million, or $0.18 per share, versus $7.0 million, or $0.10 per share, for the year-ago quarter.  Net income for the March 2004 quarter reflects an effective tax rate of 41.5% versus 10% in the year-ago quarter.(4)

 

                  Adjusted net income(5) for the quarter was a record $15.2 million, or $0.23 per share, an increase of 37% versus adjusted net income of $11.1 million, or $0.16 per share, for the year-ago quarter.  The comparability of adjusted net income for these quarters is also impacted by a difference in effective tax rates.(4)  Adjusted net income is calculated in a manner consistent with the analyst consensus estimate as reported by First Call.

 

                  Cash flows from operations were a record $34.8 million for the quarter, up 117% from $16.0 million for the year-ago quarter.

 

                  Free cash flow(6) for the quarter was a record $33.8 million, more than double the $15.9 million for the year-ago quarter.

 

“United Online’s results were very strong across the entire business as we delivered another outstanding quarter of growth and profitability,” said Mark R. Goldston, chairman, CEO and president of United Online.  “Just a year ago we introduced our NetZero HiSpeed and Juno SpeedBand accelerator services, the first leg of our strategy to expand beyond our growing access business with new sources of subscription revenues.  Since then, we have added premium email services and, most recently, acquired a personal Web-site services business that further extends our cross-marketing opportunities and subscription reach.  Diligent execution of this

 



 

strategy, combined with an improving online advertising market, helped drive our exceptional growth this quarter while we continued to invest in new long-term opportunities.”

 

“With 46% revenue growth and $34 million of free cash flow in the first quarter, 2004 is off to a solid beginning,” said Charles S. Hilliard, executive vice president and CFO of United Online.  “The company’s decision to authorize an additional $100 million share repurchase program reflects our confidence in the continued strength of our free cash flow, which totaled $95 million over the last twelve months.  Given United Online’s impressive first-quarter performance, we are revising upward our 2004 financial outlook, which at its midpoint anticipates 48% growth in adjusted OIBDA.”

 

Additional Highlights of the March 2004 Quarter:

 

                  Billable services revenues were a record $97.7 million in the March 2004 quarter, or 91% of total revenues, an increase of 48% versus $66.0 million, or 89% of total revenues, for the March 2003 quarter.

 

                  Billable services margin(7) was a record 73.8% for the March 2004 quarter, up from 64.3% for the year-ago quarter.

 

                  Annualized revenue per average employee(8) was a record $859,000 for the March 2004 quarter, up 30% versus $663,000 for the March 2003 quarter.

 

                  Cash balances at March 31, 2004 were $189.4 million, including cash, cash equivalents and short-term investments.

 

                  The company repurchased 2.9 million shares of its common stock at an aggregate cost of $48.7 million during the March 2004 quarter, reaching the $100 million aggregate amount previously authorized by its Board of Directors.  Since the inception of its common stock repurchase program in March 2001, the company has repurchased 7.0 million shares of its common stock at an aggregate cost of $100 million.  The company’s Board recently authorized additional stock repurchases of up to $100 million through May 31, 2005.

 

Last month, the company acquired the consumer Web-hosting business of About, Inc., a wholly owned subsidiary of PRIMEDIA Inc. (NYSE: PRM), for approximately $12 million in cash.  The business maintains more than 3 million free, ad-supported Web sites and had approximately 53,000 pay subscribers at the date of the acquisition.  It offers consumers a variety of affordable personal Web-site services, including hosting, domain and email services.

 

Business Outlook:

 

The forward-looking information in this release includes certain projections made by management based on the company’s operations as of the date of this release.  United Online does not intend to revise or update this information and may not provide this type of information in the future. Due to a variety of factors, actual results may differ significantly from those projected.  Factors include, without limitation, the factors referenced later in this announcement under the caption “Cautionary Information Regarding Forward-Looking Statements.”  These and

 



 

other factors are discussed in more detail in the company’s filings with the Securities and Exchange Commission.

 

Following is the company’s current guidance for the June 2004 quarter and the year ending December 31, 2004:

 

(in millions)

 

June’04 Q Est.

 

CY’04 Est.

 

Prior CY’04 Est.

 

Operating income

 

$16.0– $17.0

 

$73.8 – 78.8

 

$69.3 – $77.3

 

Depreciation & amortization

 

6.1

 

24.4

 

22.9

 

Facility exit costs

 

3.7

 

5.2

 

5.2

 

Stock-based compensation

 

0.7

 

2.6

 

2.6

 

Adjusted operating income before depreciation and amortization(1)

 

$26.5 - $27.5

 

$106.0 - $111.0

 

$100.0 –$108.0

 

 

 

 

 

 

 

 

 

Weighted average diluted shares

 

67.5 – 68.5

 

68.0 – 69.0

 

71.0 – 72.0

 

 

                  Total revenues for the June 2004 quarter are estimated to be between $110 million and $112 million.

 

                  The company estimates that total pay subscribers(2) will increase to between 3.35 million and 3.55 million by December 31, 2004.

 

                  As noted above, the company anticipates incurring facility exit costs associated with the relocation of its Westlake Village headquarters, which will remain in Southern California.

 


(1) Adjusted operating income before depreciation and amortization is defined as operating income before depreciation, amortization and, in certain periods as reflected in the accompanying tables, stock-based compensation, restructuring and merger-related charges, and facility exit costs.  Management believes that because operating income before depreciation and amortization and adjusted operating income before depreciation and amortization exclude certain items that either do not impact the company’s cash flows or which management believes are not reflective of the company’s core operating results over time, these measures provide investors with additional useful information to measure the company’s performance, particularly with respect to changes in performance from period to period, and to assess the company’s ability to make capital expenditures, fund working capital requirements, incur and repay indebtedness, and fund strategic initiatives.  Management also uses operating income before depreciation and amortization and adjusted operating income before depreciation and amortization for these purposes, as well as to allocate resources in managing the company’s business.  Operating income before depreciation and amortization and adjusted operating income before depreciation and amortization are not determined in accordance with generally accepted accounting principles (GAAP) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP.   Reconciliations to the most directly comparable GAAP financial measure are provided in the accompanying tables.

 

(2) Total pay subscribers includes Internet access and non-access premium email subscribers.  The company’s business outlook also includes Web-hosting pay subscribers.  Active users are defined as all free users that logged on to our services at least once during the preceding 31 days, together with all subscribers to a pay service.  A detailed subscriber analysis is provided in the accompanying table entitled “Analysis of Revenue Generating Units.”

 



 

(3) A revenue generating unit (RGU) represents a unique subscription to any individual pay service offered by the company.  Internet access, accelerated dial-up and premium email subscriptions represent separate RGUs.  For example, a subscriber to the company’s accelerated dial-up access service who also subscribes to a premium email service is counted as three subscriptions (one for Internet access, one for accelerated dial-up and one for premium email).  The company currently offers its accelerated dial-up service bundled with standard Internet access only.  A detailed calculation of RGUs is provided in the accompanying table entitled “Analysis of Revenue Generating Units.”

 

(4) The company increased its effective tax rate as a result of the recognition of a portion of its net deferred tax assets in the June 2003 and December 2003 quarters.  This has affected the comparability of net income and adjusted net income to the prior period in which the effective rate was significantly lower.  The increase in the effective tax rate does not impact the amount of cash paid for income taxes.

 

(5) Adjusted net income is defined as net income before the after-tax effect of amortization of intangible assets, stock-based compensation, and restructuring and merger-related charges.  Management believes that adjusted net income provides investors with additional useful information to measure the company’s financial performance, particularly from period to period, exclusive of certain non-cash expenses and other items which management believes are not reflective of the company’s core operating results over time.  Management also uses adjusted net income for these purposes.  Adjusted net income is not determined in accordance with generally accepted accounting principles (GAAP) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP.  Reconciliations to the most directly comparable GAAP financial measure are provided in the accompanying tables.

 

(6) Free cash flow is defined as net cash provided by operating activities before cash paid for restructuring and merger-related charges, less capital expenditures.  Management believes that free cash flow provides investors with additional useful information to measure operating liquidity because it reflects the company’s operating cash flows after investing in capital assets, and excludes the cash impact of items which management believes are not reflective of the company’s core operating results over time.  This measure is used by management, and may also be useful for investors, to assess the company’s ability to generate cash flow for a variety of strategic opportunities, including reinvestment in the business, effecting potential acquisitions, strengthening the balance sheet, and effecting share repurchases.  Free cash flow is not determined in accordance with generally accepted accounting principles (GAAP) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP.   Reconciliations to the most directly comparable GAAP financial measure are provided in the accompanying tables.

 

(7) Billable services margin represents billable services revenues less cost of billable services divided by billable services revenues.

 

(8) Annualized revenue per average employee represents annualized total revenues for the period divided by the average number of employees during that period.

 

About United Online

 

United Online, Inc. (Nasdaq: UNTD) is a leading provider of consumer Internet subscription services through a number of brands, including NetZero and Juno.  The company’s pay services include Internet access, accelerated dial-up services, premium email, and personal Web-hosting and domain services.  It also offers consumers free Internet access, email and Web hosting.  The company’s access services are available in more than 6,500 cities across the United States and in Canada.  United Online is headquartered in Westlake Village, CA, with offices in New York City, San Francisco, CA, Orem, UT, and Hyderabad, India.  At March 31, 2004, the company had 504 employees worldwide.  For more information about United Online and its Internet subscription services, please visit www.untd.com.

 



 

United Online will be hosting a conference call today at 8:00AM PDT (11:00AM EDT) to discuss its quarterly results.  A live Web cast of the call can be accessed on the Investors section of the company’s Web site at www.untd.com.  A recording of the call will be available on the site for seven days.

 

Cautionary Information Regarding Forward-Looking Statements

 

This release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  Statements containing words such as “guidance,” “may,” “believe,” “will,” “expect,” “project,” “projections,” “business outlook” and “estimate” or similar expressions constitute forward-looking statements.  These statements include, without limitation, guidance for future financial performance; growth in pay subscribers; weighted average diluted shares; depreciation and amortization; facility exit costs; stock-based compensation; and future tax rates and benefits.  Actual results may differ materially from those predicted and reported results should not be considered an indication of future performance.  Potential risks and uncertainties include, among others: the effect of competition, including adoption of broadband services and changes in the company’s pricing or competitors’ pricing; the company’s inability to retain its existing subscribers and the rate at which new subscribers sign up for the company’s services; changes in the mix of subscribers, particularly subscribers to accelerated dial-up services; changes in the projected number of weighted average diluted shares due to the issuance of stock and stock options, stock repurchases, fluctuations in the company’s stock price or other factors; changes in the projected amortization and depreciation figures due to capital spending or other factors; unanticipated usage by subscribers, additional telecommunications costs or other factors negatively impacting the company’s billable services margin; changes in the free user base; the company’s inability to realize the benefits of its deferred tax assets; the company’s inability to maintain its agreements with telecommunications providers on attractive terms; problems associated with the company’s billing systems; the company’s inability to retain key customers and key personnel; unanticipated technological problems or developments; risks associated with litigation; and unanticipated governmental regulation. From time to time, the company considers acquisitions that, if consummated, could be material.  Forward-looking statements are based upon the assumption that no such acquisition is consummated during the relevant periods.  If such an acquisition were consummated, actual results could differ materially from any forward-looking statements. More information about potential factors that could affect the company’s business and financial results is included in the company’s annual and quarterly reports filed with the Securities and Exchange Commission (http://www.sec.gov), including without limitation information under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.”

 

- TABLES TO FOLLOW -

 

Investor Contact:

Brent Zimmerman

United Online, Inc.

805-418-2350

investor@untd.com

 

Press Contacts:

Liz Gengl

United Online, Inc.

805-418-2076

pr@untd.com

 



 

Peter Delgrosso

United Online, Inc.

805-418-2388

pr@untd.com

 



 

UNITED ONLINE, INC.

Condensed Consolidated Balance Sheets

 

 

 

March 31, 2004

 

December 31, 2003

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Cash, cash equivalents and short-term investments

 

$

189,448

 

$

203,723

 

Accounts receivable, net

 

11,546

 

14,065

 

Deferred tax assets, net

 

20,614

 

26,373

 

Property and equipment, net

 

12,835

 

13,428

 

Goodwill and intangible assets, net

 

36,315

 

40,268

 

Other assets

 

8,105

 

10,022

 

Total assets

 

$

278,863

 

$

307,879

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Accounts payable

 

$

30,141

 

$

31,388

 

Accrued liabilities

 

17,276

 

14,028

 

Deferred revenue

 

27,296

 

24,639

 

Total liabilities

 

74,713

 

70,055

 

 

 

 

 

 

 

Stockholders’ equity

 

204,150

 

237,824

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

278,863

 

$

307,879

 

 

UNITED ONLINE, INC.

Unaudited Consolidated Statements of Operations

(in thousands, except per share amounts)

 

 

 

Three Months Ended March 31,

 

 

 

2004

 

2003

 

Revenues:

 

 

 

 

 

Billable services

 

$

97,682

 

$

66,035

 

Advertising and commerce

 

9,993

 

7,784

 

Total revenues

 

107,675

 

73,819

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Cost of billable services

 

25,580

 

23,589

 

Cost of free services

 

1,725

 

3,134

 

Sales and marketing

 

43,035

 

23,618

 

Product development

 

6,101

 

5,963

 

General and administrative

 

6,863

 

7,107

 

Stock-based compensation (1)

 

477

 

28

 

Amortization of intangible assets

 

3,964

 

3,964

 

Restructuring charges

 

 

(215

)

Total operating expenses

 

87,745

 

67,188

 

 

 

 

 

 

 

Operating income

 

19,930

 

6,631

 

 

 

 

 

 

 

Interest and other income, net

 

1,206

 

1,105

 

 

 

 

 

 

 

Income before income taxes

 

21,136

 

7,736

 

 

 

 

 

 

 

Provision for income taxes

 

8,775

 

774

 

Net income

 

$

12,361

 

$

6,962

 

 

 

 

 

 

 

Basic net income per share

 

$

0.20

 

$

0.11

 

Diluted net income per share

 

$

0.18

 

$

0.10

 

 

 

 

 

 

 

Shares used to calculate basic income per share

 

62,470

 

62,202

 

Shares used to calculate diluted income per share

 

67,352

 

67,638

 

Shares outstanding at end of period

 

61,850

 

62,556

 

 


(1)  Stock-based compensation is allocated as follows:

 

 

 

 

 

 

 

 

 

 

 

Cost of billable services

 

$

 

$

3

 

Sales and marketing

 

83

 

5

 

Product development

 

 

1

 

General and administrative

 

394

 

19

 

Total stock - based compensation

 

$

477

 

$

28

 

 



 

UNITED ONLINE, INC.

Unaudited Condensed Consolidated Statement of Cash Flows

(in thousands)

 

 

 

Three Months Ended March 31,

 

 

 

2004

 

2003

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income:

 

$

12,361

 

$

6,962

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation, amortization and stock-based compensation

 

6,039

 

6,801

 

Deferred taxes, tax benefits and other

 

7,291

 

586

 

Change in operating assets and liabilities (excluding the effects of acquisitions):

 

 

 

 

 

Accounts receivable

 

2,519

 

(618

)

Other assets

 

1,917

 

(1,231

)

Accounts payable and accrued liabilities

 

2,001

 

(240

)

Deferred revenue

 

2,657

 

3,745

 

Net cash provided by operating activities

 

34,785

 

16,005

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Purchases of short-term investments

 

(38,405

)

(13,626

)

Proceeds from maturities and sales of short-term investments

 

43,104

 

255

 

Purchases of rights, patents and trademarks

 

(11

)

 

Purchases of property and equipment

 

(1,005

)

(2,024

)

Net cash provided by (used for) investing activities

 

3,683

 

(15,395

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Payments on capital leases

 

 

(598

)

Repayments of notes receivable from stockholders

 

 

10

 

Repurchases of common stock

 

(48,706

)

(1,815

)

Proceeds from exercises of stock options

 

914

 

255

 

Net cash used for financing activities

 

(47,792

)

(2,148

)

 

 

 

 

 

 

Change in cash and cash equivalents

 

(9,324

)

(1,538

)

Cash and cash equivalents, beginning of period

 

71,234

 

63,301

 

Cash and cash equivalents, end of period

 

$

61,910

 

$

61,763

 

 



 

UNITED ONLINE, INC.

Reconciliation of Net Income to Adjusted Net Income (5)

(in thousands, except per-share data)

 

 

 

Three Months Ended March 31, 2004

 

Three Months Ended March 31, 2003

 

 

 

Reported

 

Adjustments

 

Adjusted

 

Reported

 

Adjustments

 

Adjusted

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Billable services

 

$

97,682

 

$

 

$

97,682

 

$

66,035

 

$

 

$

66,035

 

Advertising and commerce

 

9,993

 

 

9,993

 

7,784

 

 

7,784

 

Total revenues

 

107,675

 

 

107,675

 

73,819

 

 

73,819

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of billable services

 

25,580

 

 

25,580

 

23,589

 

(37

)(a)

23,552

 

Cost of free services

 

1,725

 

 

1,725

 

3,134

 

 

3,134

 

Sales and marketing

 

43,035

 

 

43,035

 

23,618

 

(26

)(a)

23,592

 

Product development

 

6,101

 

 

6,101

 

5,963

 

(265

)(a)

5,698

 

General and administrative

 

6,863

 

 

6,863

 

7,107

 

(106

)(a)

7,001

 

Stock-based compensation

 

477

 

(477

)(b)

 

28

 

(28

)(b)

 

Amortization of intangible assets

 

3,964

 

(3,964

)(c)

 

3,964

 

(3,964

)(c)

 

Restructuring charges

 

 

 

 

(215

)

215

(d)

 

Total operating expenses

 

87,745

 

(4,441

)

83,304

 

67,188

 

(4,211

)

62,977

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

19,930

 

4,441

 

24,371

 

6,631

 

4,211

 

10,842

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income, net

 

1,206

 

 

1,206

 

1,105

 

 

1,105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

21,136

 

4,441

 

25,577

 

7,736

 

4,211

 

11,947

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

8,775

 

1,609

(e)

10,384

 

774

 

72

(e)

846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

12,361

 

$

2,832

 

$

15,193

 

$

6,962

 

$

4,139

 

$

11,101

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

0.20

 

 

 

$

0.24

 

$

0.11

 

 

 

$

0.18

 

Diluted net income per share

 

$

0.18

 

 

 

$

0.23

 

$

0.10

 

 

 

$

0.16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used to calculate basic income per share

 

62,470

 

 

 

62,470

 

62,202

 

 

 

62,202

 

Shares used to calculate diluted income per share

 

67,352

 

 

 

67,352

 

67,638

 

 

 

67,638

 

Shares outstanding at end of period

 

61,850

 

 

 

61,850

 

62,556

 

 

 

62,556

 

 


(a)  Elimination of merger-related charges of $434.

(b)  Elimination of stock-based compensation.

(c)  Elimination of amortization of intangible assets.

(d)  Elimination of restructuring charges.

(e)  Income tax effect of adjusting entries.

 



 

UNITED ONLINE, INC.

Reconciliation of Non-GAAP Financial Data

(in thousands)

 

 

 

Three Months Ended March 31,

 

 

 

 

 

2004

 

2003

 

 

 

Adjusted Operating Income Before Depreciation and Amortization (1)

 

 

 

 

 

 

 

Operating income

 

$

19,930

 

$

6,631

 

 

 

Depreciation

 

1,598

 

2,809

 

 

 

Amortization

 

3,964

 

3,964

 

 

 

Operating income before depreciation and amortization

 

25,492

 

13,404

 

 

 

Stock-based compensation

 

477

 

28

 

 

 

Restructuring and merger-related charges (a)

 

 

219

 

 

 

Adjusted operating income before depreciation and amortization

 

$

25,969

 

$

13,651

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

Twelve Months
Ended Mar, 31

 

 

 

2004

 

2003

 

2004

 

Free Cash Flow (6)

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

34,785

 

$

16,005

 

$

102,244

 

Add (deduct):

 

 

 

 

 

 

 

Cash paid for restructuring and merger-related charges (a)

 

 

1,915

 

 

Capital expenditures

 

(1,005

)

(2,024

)

(7,406

)

Free cash flow

 

$

33,780

 

$

15,896

 

$

94,838

 

 


(a) Represents restructuring and merger-related charges incurred in connection with the merger of Juno and NetZero and the acquisition of certain assets of BlueLight.  These costs are primarily attributable to stay bonuses, contract termination fees, write-offs of leasehold improvements and employee severance payments.

 



 

UNITED ONLINE, INC.

Selected Historical Financial Data and Key Metrics (a)

(in thousands, except per share amounts, number of employees and where noted)

 

 

 

Mar. 31, 2004

 

Dec. 31, 2003

 

Sep. 30, 2003

 

Jun. 30, 2003

 

Mar. 31, 2003

 

Total revenues

 

$

107,675

 

$

96,948

 

$

88,790

 

$

79,608

 

$

73,819

 

Net income

 

$

12,361

 

$

24,425

 

$

8,902

 

$

14,594

 

$

6,962

 

Net income per diluted share

 

$

0.18

 

$

0.35

 

$

0.13

 

$

0.21

 

$

0.10

 

Pay subscribers

 

3,095

 

2,892

 

2,720

 

2,547

 

2,405

 

Active users(2) (in millions)

 

5.4

 

5.3

 

5.2

 

5.2

 

5.2

 

Number of employees at end of period

 

504

 

499

 

487

 

461

 

447

 

Annualized revenue per average employee (8)

 

$

859

 

$

787

 

$

749

 

$

701

 

$

663

 

 


(a)  More information on the financial results for these quarters can be found in the company’s filings with the Securities and Exchange Commission.

 

UNITED ONLINE, INC.

Analysis of Revenue Generating Units (a)

(in thousands)

 

 

 

Mar. 31, 2004

 

Dec. 31, 2003

 

Sep. 30, 2003

 

Jun. 30, 2003

 

Mar. 31, 2003

 

Internet access

 

3,083

 

2,890

 

2,720

 

2,547

 

2,405

 

Accelerated dial-up

 

896

 

638

 

412

 

210

 

22

 

Other

 

28

 

7

 

 

 

 

Total revenue generating units

 

4,007

 

3,535

 

3,132

 

2,757

 

2,427

 

 

 

 

 

 

 

 

 

 

 

 

 

Total pay subscribers (b)

 

3,095

 

2,892

 

2,720

 

2,547

 

2,405

 

Add-on subscription penetration (c)

 

29

%

22

%

15

%

8

%

1

%

 


(a) A revenue generating unit (RGU) represents a unique subscription to any individual pay service offered by the company.  Internet access, accelerated dial-up and premium email subscriptions represent separate RGUs.  For example, a subscriber to the company’s accelerated dial-up access service who also subscribes to a premium email service is counted as three subscriptions (one for Internet access, one for accelerated dial-up and one for premium email).  The company currently offers its accelerated dial-up service bundled with standard Internet access only.

(b) Includes Internet access subscribers and other non-access pay subscribers.

(c) Percentage of multiple pay relationships to total pay subscribers.

 


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