EX-99.1 2 a07-3898_1ex99d1.htm EX-99.1

Exhibit 99.1

United Online Reports Fourth-Quarter and Fiscal 2006 Results

·          Content & Media Revenues Grow to 33% of Quarterly Consolidated Revenues in the Fourth Quarter

·          Content & Media Fourth-Quarter Pay Accounts Rise to 46% of All Pay Accounts

·          Fourth-Quarter Advertising Revenues Increase 101% Year-Over-Year

WOODLAND HILLS, Calif., Feb. 8, 2007 — United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer Internet and media services, today reported financial results for its fourth quarter and fiscal year ended December 31, 2006.

“Organic revenue growth in our Content & Media segment drove United Online’s sequential revenue growth this quarter,” said Mark R. Goldston, chairman and chief executive officer of United Online.  “This achievement highlights the significant progress we made diversifying our business in 2006, with Content & Media comprising 33% of fourth-quarter revenues and 46% of total pay accounts.”

Fourth-Quarter 2006 Consolidated Results:

·        Total revenues were $130.8 million, versus $130.2 million in the year-ago quarter.

·        Including the impact of $13.3 million of non-cash asset impairment charges (see below), operating income was $9.3 million, or 7.1% of revenues, versus $22.1 million, or 17.0% of revenues, in the year-ago quarter.

·        Excluding the impact of impairment charges, adjusted operating income before depreciation and amortization (OIBDA)(1) increased 6% to $36.6 million, or 28.0% of revenues, versus $34.6 million, or 26.6% of revenues, in the year-ago quarter.

·        Pay accounts(2) decreased by 58,000 during the quarter to 4.9 million, and active accounts(2) totaled 20.1 million at December 31, 2006.

·        Net income was $4.6 million, after the impact of $8.0 million, net of tax, of impairment charges, versus net income of $12.4 million in the year-ago quarter.  On a diluted per share basis, net income was $0.07, after the impact of $0.12 of asset impairment charges in the fourth quarter of 2006, versus $0.19 in the year-ago quarter.

·        Excluding the impact of impairment charges, adjusted net income(3) was $19.5 million, an increase of 5%, versus $18.6 million for the year-ago quarter.  On a diluted per share basis, adjusted net income for the quarter was $0.29 per share, an increase of 4% versus $0.28 per share for the year-ago quarter.

·        The $13.3 million pre-tax, non-cash asset impairment charges are comprised of (i) Communications segment charges of $4.5 million related to the write-down of certain assets associated with the company’s voice over Internet protocol (VoIP) business; and (ii) Content & Media segment charges of $8.8 million related to the write-down of goodwill and intangible assets associated with the March 2005 acquisition of PhotoSite.  Certain non-GAAP metrics contained herein, including adjusted OIBDA, adjusted OIBDA for a segment, and adjusted net income have been adjusted to exclude impairment charges.  See footnotes below.

Full-Year 2006 Consolidated Results:

·        Total revenues were $522.7 million, versus $525.1 million in 2005.

·        Operating income was $74.0 million, after the impact of $13.3 million of impairment charges, or 14.2% of revenues, versus $86.6 million, or 16.5% of revenues, in 2005.




 

·        Adjusted operating income before depreciation and amortization (OIBDA)(1) increased 9% to $146.0 million, or 27.9% of revenues, versus $133.8 million, or 25.5% of revenues, in 2005.

·        Net income was $42.3 million, after the impact of $8.0 million, net of tax, of impairment charges, versus net income of $47.1 million in 2005.  On a diluted per share basis, net income was $0.64 in 2006, after the impact of $0.12 of asset impairment charges in 2006, versus $0.74 in 2005.

·      Adjusted net income(3) was $77.7 million, an increase of 9%, versus $71.1 million in 2005.  On a diluted per share basis, adjusted net income for 2006 was $1.16 per share, an increase of 6%, versus $1.09 per share in 2005.

“2006 marked the fifth year in a row that United Online has reported record consolidated adjusted OIBDA,” said Charles S. Hilliard, president and chief financial officer of United Online.  “2006 was also the third year in a row that we have reported record Content & Media revenues.  We believe our profitability, strong balance sheet and free cash flow give us the flexibility needed to continue to execute our diversification strategy.”

Fourth-Quarter 2006 Segment Results:

Communications:

·        Communications revenues were $87.2 million, or 66.7% of consolidated revenues, versus $104.1 million, or 79.9% of consolidated revenues, in the year-ago quarter.

·        Communications operating income was $24.9 million, after the impact of $4.5 million of impairment charges, or 28.5% of Communications revenues, versus $26.8 million, or 25.7% of Communications revenues, in the year-ago quarter.

·        Communications adjusted OIBDA(1) was $32.9 million, or 37.7% of Communications revenues, an increase of 8%, versus $30.3 million, or 29.1% of Communications revenues, in the year-ago quarter.

·        Communications pay accounts decreased by 149,000 during the quarter to 2.6 million, or 53.5% of consolidated pay accounts.

Content & Media:

·        Content & Media revenues grew 67% to $43.6 million, or 33.3% of consolidated revenues, versus $26.2 million, or 20.1% of consolidated revenues, in the year-ago quarter.

·        Content & Media operating loss was ($7.2) million, after the impact of $8.8 million of impairment charges, versus an operating profit of $3.1 million, or 11.8% of Content & Media revenues, in the year-ago quarter.

·        Content & Media adjusted OIBDA(1) was $8.1 million, or 18.5% of Content & Media revenues, versus $9.0 million, or 34.3% of Content & Media revenues, in the year-ago quarter.

·        Content & Media pay accounts increased by 91,000 during the quarter to 2.3 million, or 46.5% of consolidated pay accounts.

Other:

·        Other reconciling items (unallocated corporate expenses) to arrive at consolidated adjusted OIBDA(1)  were ($4.3) million, versus ($4.6) million in the year-ago quarter.




Additional Highlights:

·        Cash balances at December 31, 2006 were $162.4 million, including cash, cash equivalents and short-term investments.

·        Cash flows from operations were $22.9 million in the fourth quarter of 2006, versus $22.8 million in the year-ago quarter.  Cash flows from operations were $101.5 million in 2006, versus $137.0 million in 2005.  In connection with the adoption of FAS 123R, certain tax benefits from exercised stock options that were previously reflected in the operating section of the company’s statement of cash flows are now presented in the financing section.

·        Free cash flow(4) was $16.0 million in the fourth quarter of 2006, versus $17.6 million in the year-ago quarter.  Free cash flow(4) was $82.1 million in 2006, versus $115.4 million in 2005.

·        The company’s previously-authorized stock repurchase program has been extended through December 31, 2007.  At December 31, 2006, the company had repurchased $139.2 million of its common stock under the program, leaving $60.8 million remaining under the program.

Full-Year 2006 Segment Results:

Communications:

·        Communications revenues were $375.9 million, or 71.9% of consolidated revenues, versus $431.9 million, or 82.3% of consolidated revenues, in 2005.

·        Communications operating income was $118.4 million, after the impact of $4.5 million of impairment charges, or 31.5% of Communications revenues, versus $122.9 million, or 28.4% of Communications revenues, in 2005.

·        Communications adjusted OIBDA(1) was $138.0 million, or 36.7% of Communications revenues, an increase of 2%, versus $135.3 million, or 31.3% of Communications revenues, in 2005.

Content & Media:

·        Content & Media revenues grew 58% to $146.7 million, or 28.1% of consolidated revenues, versus $93.1 million, or 17.7% of consolidated revenues, in 2005.

·        Content & Media operating loss was ($6.5) million, after the impact of $8.8 million of impairment charges, versus an operating loss of ($8.3) million in 2005.

·        Content & Media adjusted OIBDA(1) was $26.7 million, or 18.2% of Content & Media revenues, an increase of 61%, versus $16.5 million, or 17.8% of Content & Media revenues, in 2005.

Other:

·        Other reconciling items (unallocated corporate expenses) to arrive at consolidated adjusted OIBDA(1)  were ($18.6) million, versus ($18.0) million in 2005.




Business Outlook:

The following forward-looking information includes certain projections made by management as of the date of this press 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. In addition, the stock-based compensation and weighted average diluted shares projections are based on estimated equity grants for 2007, including a company-wide grant which has not yet been determined, and actual grants could vary significantly from those currently estimated.

Below is the company’s guidance for the March 2007 quarter and the year ending December 31, 2007:

(in millions)

 

 

 

Q1 ending
3/31/07

 

Full Year ending
12/31/07

 

Operating income

 

$15.0 — $17.0

 

$78.5 — $83.5

 

Depreciation

 

5.0

 

21.0

 

Amortization

 

4.7

 

19.0

 

Stock-based compensation

 

3.8

 

21.0

 

Restructuring charges

 

1.5

 

1.5

 

Adjusted operating income before depreciation and amortization (1)

 

$30.0 — $32.0

 

$141.0 — $146.0

 

Weighted average diluted shares

 

68.5 — 69.5

 

70.0 — 71.0

 

 

Total revenues for the March 2007 quarter are estimated to be between approximately $124.0 million and approximately $126.0 million.

We currently anticipate a slight to modest decline in total revenues for fiscal year 2007 when compared to total revenues for fiscal year 2006.

(1)     Adjusted operating income before depreciation and amortization (adjusted OIBDA) is defined by the company as operating income before depreciation; amortization; stock-based compensation; restructuring charges; and impairment of goodwill, intangible assets and long-lived assets.  Management believes that because adjusted OIBDA excludes (1) certain non-cash expenses (such as depreciation, amortization, stock-based compensation and impairment of goodwill, intangible assets and long-lived assets); and (2) expenses that are not reflective of the company’s core operating results over time, this measure provides investors with additional useful information to measure the company’s performance, particularly with respect to changes in performance from period to period.   Management uses adjusted OIBDA to measure the company’s performance.  The company’s Board of Directors uses this measure in determining certain compensation incentives for certain members of the company’s management.  Adjusted OIBDA is not determined in accordance with accounting principles generally accepted in the United States of America (GAAP) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP.  A limitation associated with the use of adjusted OIBDA is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the company’s business.  Management evaluates the costs of such tangible and intangible assets through other financial measures such as capital expenditures and purchase accounting.  An additional limitation associated with this measure is that it does not include stock-based compensation expenses related to the company’s workforce.  Management compensates for this limitation by providing supplemental information about stock compensation expense on the face of the consolidated statements of operations.  A further limitation associated with the use of this measure is that it does not reflect the costs of restructuring charges and impairment charges.  Management compensates for this limitation by providing information about




                   restructuring charges and impairment charges.  Management does not believe any of these limitations are material, particularly when such measure is disclosed with its most comparable GAAP financial measure, operating income.  A reconciliation to operating income is provided in the accompanying tables.

Adjusted OIBDA for each of the company’s segments is defined by the company as segment income from operations as set forth in the company’s Form 10-Ks and Form 10-Qs before restructuring charges and impairment of goodwill, intangible assets and long-lived assets. Management believes that because adjusted OIBDA for a segment excludes certain non-cash expenses and expenses that are not reflective of the segment’s core operating results over time, this measure provides investors with additional useful information to measure the company’s segment performance, particularly with respect to changes in performance from period to period.  Adjusted OIBDA for the company’s segments is not determined in accordance with GAAP and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP.  A limitation associated with the use of adjusted OIBDA for a segment is that it does not reflect the costs of restructuring charges and impairment charges related to an operating segment.  Management compensates for this limitation by providing information about restructuring charges and impairment charges by segment.  Management does not believe this limitation is material, particularly when such measure is disclosed with its most comparable GAAP financial measure, segment income from operations.  A reconciliation to segment income from operations is provided in the accompanying tables.

(2)     A pay account represents a unique billing relationship with a customer who subscribes to one or more of the company’s services.  A pay account does not equate to a unique subscriber since one subscriber could have several pay accounts.  Active accounts are defined as all free access, VoIP, social-networking and email users that logged on to our services at least once during the preceding 31 days, together with all pay accounts.  Additionally, active accounts include the number of free Web sites that received at least one unique visitor within the preceding 90 days; the number of free photo-sharing users that logged on to the service at least once within the preceding 90 days; and the number of MyPoints members who earned points or spent points within the preceding 90 days.

(3)     Adjusted net income is defined by the company as net income before the after-tax effect of amortization of intangible assets; stock-based compensation; restructuring charges; impairment of goodwill, intangible assets and long-lived assets; and the cumulative effect of a change in accounting principle as a result of the adoption of FAS 123R, and the re-measurement of certain deferred tax assets.  Management believes that adjusted net income and adjusted net income per share provide investors with additional useful information to measure the company’s financial performance, particularly from period to period, because these measures are exclusive of (1) certain non-cash expenses (such as amortization, stock-based compensation and impairment of goodwill, intangible assets and long-lived assets) and (2) expenses that are not reflective of the company’s core results over time.  Management also uses adjusted net income and adjusted net income per share for this purpose.  Adjusted net income and adjusted net income per share are not determined in accordance with accounting principles generally accepted in the United States of America (GAAP) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP.  The limitations of adjusted net income and adjusted net income per share are that, similar to adjusted OIBDA, they do not include certain costs, and the terms adjusted net income and adjusted net income per share do not have standardized meanings.  Therefore, other companies may use the same or similarly named measures but exclude different items or use different computations, which may not provide investors a comparable view of the company’s performance in relation to other companies in the same industry.  Management compensates for this limitation by presenting the most comparable GAAP measure, net income, directly ahead of adjusted net income in this earnings release and by providing a reconciliation that shows and describes the adjustments made.  Management does not believe these limitations are material, particularly when such measure is disclosed with its most comparable GAAP financial measure, net income.  A reconciliation to net income is provided in the accompanying tables.

(4)     Free cash flow is defined by the company as net cash provided by operating activities, less capital expenditures and including the excess tax benefits from stock-based compensation and cash paid for restructuring charges.  Management believes that this measure of 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.  This measure is used by management, and may also be useful for investors, to assess the company’s ability to pay its quarterly dividend, repay debt obligations, generate cash flow for a variety of strategic opportunities, including reinvestment in the business, and effect potential acquisitions and share repurchases.  Free cash flow is not determined in accordance with accounting principles generally accepted in the United States of America (GAAP) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP.  The limitation of free cash flow is that it does not represent the total increase or decrease in cash during the period.  Management does not believe that this is a material limitation, particularly when such measure is disclosed with its most comparable GAAP financial measure, net




                   cash provided by operating activities.  A reconciliation to net cash provided by operating activities is provided in the accompanying tables.

Conference Call

United Online will host a conference call today at 2:00 p.m. PST (5:00 p.m. EST) to discuss its quarterly results. A live Web cast of the call can be accessed through 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.

About United Online

United Online, Inc. (Nasdaq: UNTD) is a leading provider of consumer Internet and media services.  The company’s Content & Media services include social networking (Classmates) and online loyalty marketing (MyPoints).  Its Communications services include Internet access (NetZero, Juno) and email.  United Online is headquartered in Woodland Hills, CA, with offices in New York, NY; Fort Lee, NJ; Renton, WA; San Francisco, CA; Schaumburg, IL; Orem, UT; Erlangen, Germany; and Hyderabad, India.  For more information about United Online, please visit www.untd.com.

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, as amended.  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, expectations regarding future financial performance; weighted average diluted shares; depreciation and amortization; stock-based compensation and restructuring charges.   Any such forward-looking statements are not guarantees of future performance or results, and involve risks and uncertainties that may cause actual performance and results to 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, and the use of promotional offers to acquire or retain subscribers; 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 pay accounts and the mix of pay accounts; the effects of changes in marketing expenditures or shifts in marketing expenditures to support existing and new products and services; the effects of seasonality; changes in Internet usage; changes in the projected number of weighted average diluted shares due to the issuance of stock, restricted stock units and stock options, stock repurchases, fluctuations in the company’s stock price or other factors; changes in stock-based compensation; changes in the projected amortization and depreciation figures due to capital spending or other factors; potential impairment of goodwill and intangibles; that the company will incur additional restructuring charges or currently anticipated restructuring charges will be greater than anticipated;  risks associated with the commercialization of new services; changes in tax laws, the company’s business or other factors that would impact anticipated tax benefits; changes in usage by subscribers, additional telecommunications costs or other factors negatively impacting the company’s cost of revenue; changes in active accounts; the company’s inability to maintain, renew, or enter into new, agreements with telecommunications providers on attractive terms; the company’s ability to successfully integrate acquisitions; problems associated with the company’s billing systems; the company’s inability to retain key customers and key personnel; technological problems or developments; risks associated with litigation; and governmental regulation.  From time to time, the company considers acquisitions or divestitures that, if consummated, could be material.  Forward-looking statements regarding financial metrics are based upon the assumption that no such acquisition or divestiture is consummated during the relevant periods.  If an acquisition or divestiture 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.”




 

CONTACT:

Press:

 

Scott Matulis — United Online, Inc.

 

818-287-3388

 

Liz Gengl — United Online, Inc.

 

818-287-3076

 

pr@untd.com

 

 

 

Investors and Press:

 

Evan Pondel - PondelWilkinson Inc.

 

310-279-5980

 

investor@pondel.com

 




UNITED ONLINE, INC.

Unaudited Condensed Consolidated Balance Sheets

 (in thousands)

 

 

 

December 31, 2006

 

December 31, 2005

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Cash, cash equivalents and short-term investments

 

$

162,362

 

$

244,362

 

Accounts receivable, net

 

32,226

 

19,201

 

Deferred tax assets, net

 

71,360

 

68,355

 

Property and equipment, net

 

34,296

 

33,093

 

Goodwill and intangible assets, net

 

186,671

 

139,837

 

Other assets

 

16,104

 

16,340

 

Total assets

 

$

503,019

 

$

521,188

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Accounts payable

 

$

36,550

 

$

46,955

 

Accrued liabilities

 

39,547

 

36,249

 

Member redemption liability

 

19,989

 

 

Deferred revenue

 

56,348

 

56,284

 

Capital leases

 

30

 

698

 

Term loan

 

 

54,208

 

Other liabilities

 

3,589

 

4,379

 

Total liabilities

 

156,053

 

198,773

 

 

 

 

 

 

 

Stockholders’ equity

 

346,966

 

322,415

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

503,019

 

$

521,188

 

 

UNITED ONLINE, INC.
Unaudited Consolidated Statements of Operations
(in thousands, except per share amounts)

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

130,786

 

$

130,232

 

$

522,654

 

$

525,061

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of revenues(a)

 

29,967

 

28,241

 

120,049

 

110,672

 

Sales and marketing(a)

 

43,976

 

48,639

 

177,019

 

209,292

 

Product development(a)

 

13,231

 

11,229

 

52,933

 

40,009

 

General and administrative(a)

 

16,537

 

15,126

 

67,709

 

56,729

 

Amortization of intangible assets

 

4,486

 

4,915

 

17,640

 

21,799

 

Impairment of goodwill, intangible assets and long-lived assets

 

13,285

 

 

13,285

 

 

Total operating expenses

 

121,482

 

108,150

 

448,635

 

438,501

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

9,304

 

22,082

 

74,019

 

86,560

 

 

 

 

 

 

 

 

 

 

 

Interest and other income, net

 

1,549

 

2,201

 

6,076

 

6,885

 

Interest expense

 

(245

)

(1,328

)

(2,571

)

(6,073

)

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

10,608

 

22,955

 

77,524

 

87,372

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

6,049

 

10,581

 

36,293

 

40,245

 

 

 

 

 

 

 

 

 

 

 

Income before cumulative effect of change in accounting principle

 

4,559

 

12,374

 

41,231

 

47,127

 

Cumulative effect of change in accounting principle, net of tax

 

 

 

1,041

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

4,559

 

$

12,374

 

$

42,272

 

$

47,127

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share

 

 

 

 

 

 

 

 

 

Income before cumulative effect of change in accounting principle

 

$

0.07

 

$

0.20

 

$

0.64

 

$

0.77

 

Cumulative effect of change in accounting principle, net of tax

 

 

 

0.02

 

 

Basic net income per share

 

$

0.07

 

$

0.20

 

$

0.66

 

$

0.77

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share

 

 

 

 

 

 

 

 

 

Income before cumulative effect of change in accounting principle

 

$

0.07

 

$

0.19

 

$

0.62

 

$

0.74

 

Cumulative effect of change in accounting principle, net of tax

 

 

 

0.02

 

 

Diluted net income per share

 

$

0.07

 

$

0.19

 

$

0.64

 

$

0.74

 

 

 

 

 

 

 

 

 

 

 

Shares used to calculate basic net income per share

 

65,102

 

61,899

 

64,001

 

61,135

 

Shares used to calculate diluted net income per share

 

67,616

 

64,996

 

66,269

 

63,815

 

Shares outstanding at end of period

 

65,805

 

62,606

 

65,805

 

62,606

 

 

 

 

 

 

 

 

 

 

 

(a) Stock-based compensation was allocated as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

$

148

 

$

52

 

$

817

 

$

183

 

Sales and marketing

 

714

 

333

 

3,457

 

954

 

Product development

 

1,119

 

327

 

5,367

 

1,069

 

General and administrative

 

2,050

 

2,408

 

9,527

 

7,746

 

Total stock-based compensation

 

$

4,031

 

$

3,120

 

$

19,168

 

$

9,952

 

 




UNITED ONLINE, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net income

 

$

4,559

 

$

12,374

 

$

42,272

 

$

47,127

 

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

 

 

 

 

 

 

 

 

 

Depreciation, amortization and stock-based compensation

 

14,018

 

12,538

 

58,098

 

47,232

 

Impairment of goodwill, intangible assets and long-lived assets

 

13,285

 

 

13,285

 

 

Deferred taxes and other

 

(6,046

)

170

 

(586

)

2,325

 

Tax benefits from stock-based compensation

 

1,093

 

3,995

 

5,781

 

15,170

 

Excess tax benefits from stock-based compensation

 

(441

)

 

(3,863

)

 

Cumulative effect of change in accounting principle, net of tax

 

 

 

(1,041

)

 

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

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(5,962

)

1,678

 

(3,296

)

(1,669

)

Other assets

 

(1,553

)

(1,764

)

844

 

1,806

 

Accounts payable and accrued liabilities

 

3,895

 

(5,231

)

(11,211

)

17,677

 

Member redemption liability

 

1,198

 

 

2,315

 

 

Deferred revenue

 

(1,180

)

(1,034

)

(999

)

5,181

 

Other liabilities

 

(6

)

45

 

(129

)

2,198

 

Net cash provided by operating activities

 

22,860

 

22,771

 

101,470

 

137,047

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

(7,437

)

(5,199

)

(24,329

)

(21,653

)

Purchases of rights, patents and trademarks

 

 

(8

)

(509

)

(5,562

)

Purchases of short-term investments

 

(67,733

)

(38,151

)

(324,328

)

(320,869

)

Proceeds from maturities and sales of short-term investments

 

57,614

 

101,755

 

325,180

 

353,333

 

Cash paid for acquisitions, net of cash acquired

 

(41

)

 

(61,155

)

(8,638

)

Decrease in restricted cash

 

1,450

 

 

 

 

Payment related to settlement of pre-acquisition liability

 

 

 

(4,800

)

 

Proceeds from sales of assets, net

 

17

 

 

104

 

 

Net cash provided by (used for) investing activities

 

(16,130

)

58,397

 

(89,837

)

(3,389

)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Payments on term loan

 

 

(4,125

)

(54,209

)

(45,792

)

Payments on capital leases

 

(424

)

(91

)

(668

)

(621

)

Proceeds from exercises of stock options

 

2,883

 

1,142

 

9,452

 

5,874

 

Proceeds from employee stock purchase plan

 

2,039

 

1,491

 

5,004

 

3,169

 

Repurchases of common stock

 

(310

)

 

(2,684

)

(14,206

)

Payments for dividends

 

(13,695

)

(12,808

)

(53,483

)

(38,067

)

Excess tax benefits from stock-based compensation

 

441

 

 

3,863

 

 

Net cash used for financing activities

 

(9,066

)

(14,391

)

(92,725

)

(89,643

)

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(71

)

(39

)

(53

)

(130

)

 

 

 

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

(2,407

)

66,738

 

(81,145

)

43,885

 

Cash and cash equivalents, beginning of period

 

21,659

 

33,659

 

100,397

 

56,512

 

Cash and cash equivalents, end of period

 

$

19,252

 

$

100,397

 

$

19,252

 

$

100,397

 




UNITED ONLINE, INC.
Reconciliation of Net Income to Adjusted Net Income
(3)
(in thousands, except per-share data)

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

4,559

 

$

12,374

 

$

42,272

 

$

47,127

 

Add (deduct):

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

4,031

 

3,120

 

19,168

 

9,952

 

Amortization of intangible assets

 

4,486

 

4,915

 

17,640

 

21,799

 

Restructuring charges

 

 

 

627

 

 

Impairment of goodwill, intangible assets and long-lived assets

 

13,285

 

 

13,285

 

 

Cumulative effect of change in accounting principle

 

 

 

(1,041

)

 

 

 

26,361

 

20,409

 

91,951

 

78,878

 

 

 

 

 

 

 

 

 

 

 

Income tax effect of adjusting entries

 

(7,682

)

(1,819

)

(16,416

)

(8,777

)

Re-measurement of certain deferred tax assets

 

813

 

 

2,132

 

1,008

 

Adjusted net income

 

$

19,492

 

$

18,590

 

$

77,667

 

$

71,109

 

 

 

 

 

 

 

 

 

 

 

Adjusted basic net income per share

 

$

0.30

 

$

0.30

 

$

1.21

 

$

1.16

 

Adjusted diluted net income per share

 

$

0.29

 

$

0.28

 

$

1.16

 

$

1.09

 

 

 

 

 

 

 

 

 

 

 

Shares used to calculate adjusted basic net income per share

 

65,102

 

61,899

 

64,001

 

61,135

 

Shares used to calculate adjusted diluted net income per share(a)

 

68,194

 

66,236

 

67,138

 

65,127

 


(a)             Includes the adjustment of shares used to calculate diluted net income per share resulting from the elimination of stock-based compensation.




UNITED ONLINE, INC.
Reconciliation of Non-GAAP Financial Data
(in thousands)

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

Adjusted Operating Income Before Depreciation and Amortization(1)

 

 

 

 

 

 

 

 

 

Operating income

 

$

9,304

 

$

22,082

 

$

74,019

 

$

86,560

 

Depreciation

 

5,501

 

4,503

 

21,290

 

15,481

 

Amortization

 

4,486

 

4,915

 

17,640

 

21,799

 

Operating income before depreciation and amortization

 

19,291

 

31,500

 

112,949

 

123,840

 

Stock-based compensation

 

4,031

 

3,120

 

19,168

 

9,952

 

Restructuring charges

 

 

 

627

 

 

Impairment of goodwill, intangible assets and long-lived assets

 

13,285

 

 

13,285

 

 

Adjusted operating income before depreciation and amortization

 

$

36,607

 

$

34,620

 

$

146,029

 

$

133,792

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Segment Income from Operations to Adjusted OIBDA(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Communications:

 

 

 

 

 

 

 

 

 

Segment income from operations

 

$

28,360

 

$

30,292

 

$

132,839

 

$

135,286

 

Restructuring charges

 

 

 

619

 

 

Impairment of goodwill, intangible assets and long-lived assets

 

4,504

 

 

4,504

 

 

Adjusted operating income before depreciation and amortization

 

$

32,864

 

$

30,292

 

$

137,962

 

$

135,286

 

 

 

 

 

 

 

 

 

 

 

Content & Media:

 

 

 

 

 

 

 

 

 

Segment income from operations

 

$

(725

)

$

8,969

 

$

17,913

 

$

16,541

 

Restructuring charges

 

 

 

8

 

 

Impairment of goodwill, intangible assets and long-lived assets

 

8,781

 

 

8,781

 

 

Adjusted operating income before depreciation and amortization

 

$

8,056

 

$

8,969

 

$

26,702

 

$

16,541

 

 




UNITED ONLINE, INC.
Reconciliation of Non-GAAP Financial Data
(in thousands)

 

 

Three Months Ended
December 31,

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

Free Cash Flow(4)

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

22,860

 

$

22,771

 

$

101,470

 

$

137,047

 

Add (deduct):

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(7,437

)

(5,199

)

(24,329

)

(21,653

)

Excess tax benefits from stock-based compensation(a)

 

441

 

 

3,863

 

 

Cash paid for restructuring charges

 

105

 

 

1,100

 

 

Free cash flow

 

$

15,969

 

$

17,572

 

$

82,104

 

$

115,394

 


(a)             In accordance with FAS 123R, certain tax benefits from exercised stock options that were previously reflected in the operating section of the statement of cash flows are now presented in the financing section.




UNITED ONLINE, INC.
Supplemental Schedule of Segment Information
(in thousands)

 

 

Three Months Ended December 31, 2006

 

 

 

Communications

 

Content & Media

 

Unallocated Corporate
Expenses

 

Total

 

 

 

 

 

 

 

 

 

 

 

Billable services

 

$

77,047

 

$

22,305

 

$

 

$

99,352

 

Advertising

 

10,147

 

21,287

 

 

31,434

 

Total revenues

 

87,194

 

43,592

 

 

130,786

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of revenue

 

18,524

 

11,295

 

148

 

29,967

 

Sales and marketing

 

25,362

 

17,900

 

714

 

43,976

 

Product development

 

8,067

 

4,045

 

1,119

 

13,231

 

General and administrative

 

5,486

 

4,664

 

6,387

 

16,537

 

Amortization of intangible assets

 

372

 

4,114

 

 

4,486

 

Impairment of goodwill, intangible assets and long-lived assets

 

4,504

 

8,781

 

 

13,285

 

Total operating expenses

 

62,315

 

50,799

 

8,368

 

121,482

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

24,879

 

(7,207

)

(8,368

)

9,304

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

3,109

 

2,368

 

24

 

5,501

 

Amortization

 

372

 

4,114

 

 

4,486

 

Operating income before depreciation and amortization

 

28,360

 

(725

)

(8,344

)

19,291

 

Stock-based compensation

 

 

 

4,031

 

4,031

 

Impairment of goodwill, intangible assets and long-lived assets

 

4,504

 

8,781

 

 

13,285

 

Adjusted operating income before depreciation and amortization

 

$

32,864

 

$

8,056

 

$

(4,313

)

$

36,607

 

 

 

 

 

Three Months Ended December 31, 2005

 

 

 

Communications

 

Content & Media

 

Unallocated Corporate
Expenses

 

Total

 

 

 

 

 

 

 

 

 

 

 

Billable services

 

$

95,058

 

$

19,533

 

$

 

$

114,591

 

Advertising

 

9,018

 

6,623

 

 

15,641

 

Total revenues

 

104,076

 

26,156

 

 

130,232

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of revenue

 

24,247

 

3,942

 

52

 

28,241

 

Sales and marketing

 

38,669

 

9,637

 

333

 

48,639

 

Product development

 

8,549

 

2,353

 

327

 

11,229

 

General and administrative

 

5,138

 

2,939

 

7,049

 

15,126

 

Amortization of intangible assets

 

713

 

4,202

 

 

4,915

 

Total operating expenses

 

77,316

 

23,073

 

7,761

 

108,150

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

26,760

 

3,083

 

(7,761

)

22,082

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

2,819

 

1,684

 

 

4,503

 

Amortization

 

713

 

4,202

 

 

4,915

 

Operating income before depreciation and amortization

 

30,292

 

8,969

 

(7,761

)

31,500

 

Stock-based compensation

 

 

 

3,120

 

3,120

 

Adjusted operating income before depreciation and amortization

 

$

30,292

 

$

8,969

 

$

(4,641

)

$

34,620

 

 




UNITED ONLINE, INC.
Supplemental Schedule of Segment Information
(in thousands)

 

 

 

Year Ended December 31, 2006

 

 

 

Communications

 

Content & Media

 

Unallocated Corporate
Expenses

 

Total

 

 

 

 

 

 

 

 

 

 

 

Billable services

 

$

336,924

 

$

86,641

 

$

 

$

423,565

 

Advertising

 

39,013

 

60,076

 

 

99,089

 

Total revenues

 

375,937

 

146,717

 

 

522,654

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of revenue

 

86,811

 

32,421

 

817

 

120,049

 

Sales and marketing

 

109,484

 

64,078

 

3,457

 

177,019

 

Product development

 

32,931

 

14,635

 

5,367

 

52,933

 

General and administrative

 

21,401

 

18,095

 

28,213

 

67,709

 

Amortization of intangible assets

 

2,424

 

15,216

 

 

17,640

 

Impairment of goodwill, intangible assets and long-lived assets

 

4,504

 

8,781

 

 

13,285

 

Total operating expenses

 

257,555

 

153,226

 

37,854

 

448,635

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

118,382

 

(6,509

)

(37,854

)

74,019

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

12,033

 

9,206

 

51

 

21,290

 

Amortization

 

2,424

 

15,216

 

 

17,640

 

Operating income before depreciation and amortization

 

132,839

 

17,913

 

(37,803

)

112,949

 

Stock-based compensation

 

 

 

19,168

 

19,168

 

Restructuring charges

 

619

 

8

 

 

627

 

Impairment of goodwill, intangible assets and long-lived assets

 

4,504

 

8,781

 

 

13,285

 

Adjusted operating income before depreciation and amortization

 

$

137,962

 

$

26,702

 

$

(18,635

)

$

146,029

 

 

 

 

 

Year Ended December 31, 2005

 

 

 

Communications

 

Content & Media

 

Unallocated Corporate
Expenses

 

Total

 

 

 

 

 

 

 

 

 

 

 

Billable services

 

$

396,330

 

$

69,649

 

$

 

$

465,979

 

Advertising

 

35,614

 

23,468

 

 

59,082

 

Total revenues

 

431,944

 

93,117

 

 

525,061

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of revenue

 

94,946

 

15,543

 

183

 

110,672

 

Sales and marketing

 

162,242

 

46,096

 

954

 

209,292

 

Product development

 

30,015

 

8,925

 

1,069

 

40,009

 

General and administrative

 

18,815

 

12,133

 

25,781

 

56,729

 

Amortization of intangible assets

 

3,048

 

18,751

 

 

21,799

 

Total operating expenses

 

309,066

 

101,448

 

27,987

 

438,501

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

122,878

 

(8,331

)

(27,987

)

86,560

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

9,360

 

6,121

 

 

15,481

 

Amortization

 

3,048

 

18,751

 

 

21,799

 

Operating income before depreciation and amortization

 

135,286

 

16,541

 

(27,987

)

123,840

 

Stock-based compensation

 

 

 

9,952

 

9,952

 

Adjusted operating income before depreciation and amortization

 

$

135,286

 

$

16,541

 

$

(18,035

)

$

133,792

 

 




UNITED ONLINE, INC.
Selected Quarterly Historical Financial Data and Key Metrics
(a)

 

 

Dec 31, 2006

 

Sep 30, 2006

 

Jun 30, 2006

 

Mar 31, 2006

 

Dec 31, 2005

 

Revenue (in thousands)

 

$

130,786

 

$

129,636

 

$

134,900

 

$

127,332

 

$

130,232

 

Net income (in thousands)

 

$

4,559

 

$

13,436

 

$

11,585

 

$

12,692

 

$

12,374

 

Net income per diluted share

 

$

0.07

 

$

0.20

 

$

0.18

 

$

0.20

 

$

0.19

 

Pay accounts(2) (in thousands)

 

4,854

 

4,912

 

4,996

 

5,093

 

5,009

 

Active accounts(2) (in millions)

 

20.1

 

20.8

 

20.7

 

18.7

 

17.6

 

Number of employees at end of period

 

1,006

 

1,023

 

1,016

 

912

 

900

 


(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 Pay Accounts
(2)
(in thousands)

 

 

 

Dec 31, 2006

 

Sep 30, 2006

 

Jun 30, 2006

 

Mar 31, 2006

 

Dec 31, 2005

 

Communications(a)

 

 

 

 

 

 

 

 

 

 

 

Access

 

2,282

 

2,425

 

2,556

 

2,751

 

2,855

 

Other

 

317

 

323

 

330

 

321

 

313

 

Total

 

2,599

 

2,748

 

2,886

 

3,072

 

3,168

 

 

 

 

 

 

 

 

 

 

 

 

 

Content & Media(b)

 

 

 

 

 

 

 

 

 

 

 

Social networking

 

2,169

 

2,079

 

2,029

 

1,945

 

1,766

 

Other

 

86

 

85

 

81

 

76

 

75

 

Total

 

2,255

 

2,164

 

2,110

 

2,021

 

1,841

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total pay accounts(2)

 

4,854

 

4,912

 

4,996

 

5,093

 

5,009

 


(a)             Communications includes Internet access, VoIP, premium content, premium email and security suite.

(b)            Content & Media includes social networking, Web hosting and photo sharing.