EX-99.1 2 a07-27978_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

IAC REPORTS Q3 RESULTS

 

NEW YORK— October 31, 2007—IAC (Nasdaq: IACI) released third quarter 2007 results today, reporting $1.5 billion in revenue, a 7% rate of growth over the prior year, and $173 million in Operating Income Before Amortization, versus $170 million last year. Adjusted EPS was $0.37, compared to $0.35 in the year ago period.

 

Free cash flow generated during the first nine months of 2007 was $293 million, with $600 million in net cash provided by operating activities. Operating income was $104 million, versus $108 million in the year ago period. GAAP Diluted EPS of $0.24 for the quarter was in line with the prior year period.

 

IAC repurchased 8 million shares of common stock at an average price of $27.54 between July 31, 2007 and October 26, 2007. Year-to-date, IAC has repurchased 15.6 million shares of common stock for approximately $0.5 billion. IAC has 50.8 million shares remaining in its stock repurchase authorization.

 

Third quarter revenue was driven by increased year-over-year contributions from the Retailing, Media & Advertising, and Membership & Subscriptions sectors. Retailing revenue grew slightly; however, HSN revenue grew 5%, excluding America’s Store. Transactions sector revenue reflects strong growth at Ticketmaster, offset by a decline at LendingTree, which continues to operate in a difficult home loan market. Syndicated search and Fun Web Products drove strong revenue growth in Media & Advertising. Increased transaction volume and membership at Interval and higher revenue per subscriber at Match benefited Membership & Subscriptions revenue. Operating Income Before Amortization increased primarily due to growth at Ticketmaster, and strong growth at IAC Search & Media, Interval and Match, offset by declines at Retailing and LendingTree.

 

Commenting on results, IAC Chairman and CEO Barry Diller said, “With the exception of Lending Tree, this was a satisfactory quarter for IAC. Trends at our businesses are good, and particularly so at HSN, where I believe that Mindy Grossman and her team have now become acclimated and are beginning to demonstrate the great retailing smarts that we knew they were capable of.”

 

SUMMARY RESULTS

 

$ in millions (except per share amounts)

 

 

 

Q3 2007

 

Q3 2006

 

Growth

 

Revenue

 

$

1,515.8

 

$

1,411.7

 

7.4

%

 

 

 

 

 

 

 

 

Operating Income Before Amortization

 

$

173.5

 

$

170.2

 

1.9

%

Adjusted Net Income

 

$

112.2

 

$

110.1

 

1.8

%

Adjusted EPS

 

$

0.37

 

$

0.35

 

5.5

%

 

 

 

 

 

 

 

 

Operating Income

 

$

104.1

 

$

108.0

 

-3.5

%

Net Income

 

$

71.8

 

$

74.9

 

-4.2

%

GAAP Diluted EPS

 

$

0.24

 

$

0.24

 

-1.0

%

 

See reconciliation of GAAP to non-GAAP measures beginning on page 13.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

1



 

SECTOR RESULTS

 

Sector results for the quarter were as follows ($ in millions; rounding differences may occur):

 

 

 

Q3 2007

 

Q3 2006

 

Growth

 

REVENUE

 

 

 

 

 

 

 

Retailing

 

$

700.4

 

$

686.2

 

2

%

Transactions

 

402.6

 

405.9

 

-1

%

Media & Advertising

 

189.8

 

135.5

 

40

%

Membership & Subscriptions

 

220.8

 

185.1

 

19

%

Emerging Businesses

 

7.8

 

0.6

 

1133

%

Other

 

(5.6

)

(1.6

)

-245

%

Total

 

$

1,515.8

 

$

1,411.7

 

7

%

 

 

 

 

 

 

 

 

OPERATING INCOME BEFORE AMORTIZATION

 

 

 

 

 

 

 

Retailing

 

$

47.2

 

$

57.3

 

-18

%

Transactions

 

60.3

 

75.6

 

-20

%

Media & Advertising

 

27.6

 

15.9

 

74

%

Membership & Subscriptions

 

64.4

 

44.5

 

45

%

Emerging Businesses

 

(5.1

)

(4.5

)

-15

%

Corporate and other

 

(20.9

)

(18.6

)

-13

%

Total

 

$

173.5

 

$

170.2

 

2

%

 

 

 

 

 

 

 

 

OPERATING INCOME (LOSS)

 

 

 

 

 

 

 

Retailing

 

$

37.4

 

$

50.3

 

-26

%

Transactions

 

48.2

 

62.7

 

-23

%

Media & Advertising

 

15.4

 

(2.1

)

NM

 

Membership & Subscriptions

 

55.6

 

36.6

 

52

%

Emerging Businesses

 

(8.1

)

(4.7

)

-73

%

Corporate and other

 

(44.4

)

(34.9

)

-27

%

Total

 

$

104.1

 

$

108.0

 

-4

%

 

Please see discussion of financial and operating results beginning on page 3 and reconciliations to the comparable GAAP measures and further segment detail beginning on page 13.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

2



 

DISCUSSION OF FINANCIAL AND OPERATING RESULTS

 

RETAILING

 

 

 

Q3 2007

 

Q3 2006

 

Growth

 

 

 

$ in millions

 

Revenue

 

$

700.4

 

$

686.2

 

2

%

Operating Income Before Amortization

 

$

47.2

 

$

57.3

 

-18

%

Operating Income

 

$

37.4

 

$

50.3

 

-26

%

 

Revenue growth reflects strong gains at Shoebuy and slight growth at catalogs and HSN. Excluding the results of America’s Store, which ceased operations on April 3, 2007, HSN grew revenue 5%. Online sales continued to grow at a double digit rate in the third quarter.

 

Retailing results reflect a higher overall average price point as a result of a product mix shift, partially offset by lower units shipped. During the quarter, HSN improved sales efficiency across the majority of its product categories. The number and average spend of frequent customers grew and the number of total active customers remained relatively flat. Excluding America’s Store, revenue at HSN reflects a higher average price point and a slight increase in units shipped, partially offset by an increase in return rate. Catalogs revenue growth reflects a higher average price point, partially offset by slightly lower units shipped resulting principally from a planned decrease in circulation at certain catalogs.

 

Operating Income Before Amortization declined due to lower overall gross margins and increased operating expenses. Gross margins were adversely impacted by higher inventory reserves and increased shipping and handling costs. Operating income for the current period reflects amortization of non-cash marketing of $7.0 million and decreases in amortization of intangibles and non-cash compensation of $3.0 million and $1.2 million, respectively.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

3



 

TRANSACTIONS

 

 

 

Q3 2007

 

Q3 2006

 

Growth

 

 

 

$ in millions

 

Revenue

 

 

 

 

 

 

 

Ticketmaster

 

$

301.3

 

$

265.5

 

13

%

LendingTree

 

63.0

 

106.0

 

-41

%

Real Estate

 

13.8

 

15.9

 

-13

%

ServiceMagic

 

24.6

 

18.5

 

33

%

Intra-sector elimination

 

(0.1

)

 

NM

 

 

 

$

402.6

 

$

405.9

 

-1

%

Operating Income Before Amortization

 

 

 

 

 

 

 

Ticketmaster

 

$

61.9

 

$

57.0

 

9

%

LendingTree

 

(3.2

)

18.8

 

NM

 

Real Estate

 

(3.9

)

(6.3

)

38

%

ServiceMagic

 

5.4

 

6.0

 

-10

%

 

 

$

60.3

 

$

75.6

 

-20

%

Operating Income (Loss)

 

 

 

 

 

 

 

Ticketmaster

 

$

54.0

 

$

50.5

 

7

%

LendingTree

 

(5.6

)

15.2

 

NM

 

Real Estate

 

(4.8

)

(8.0

)

40

%

ServiceMagic

 

4.6

 

5.1

 

-9

%

 

 

$

48.2

 

$

62.7

 

-23

%

 

Transactions revenue benefited from strong growth at Ticketmaster and ServiceMagic, offset by a decline at LendingTree. Profit declined due to losses at LendingTree and a profit decline at ServiceMagic.

 

Ticketmaster

 

Revenue growth was driven by an 11% increase in worldwide ticket sales and 2% higher average revenue per ticket. Domestic revenue increased 5% primarily due to higher average revenue per ticket and increased ticket volume. International revenue grew 36%, or 28% excluding the effects of foreign exchange, due primarily to increased revenue in the United Kingdom and Australia. Profit growth was adversely impacted by higher operating expenses associated with technology improvements and the continued build out of worldwide infrastructure and higher overall royalty rates. Operating income was negatively impacted by an increase in amortization of non-cash compensation of $1.9 million.

 

LendingTree

 

Revenue declined primarily due to fewer loans sold into the secondary market, lower revenue per loan sold, and fewer loans closed at the exchange. Revenue from all home loan products declined with home equity declining the fastest, driven by the overall mortgage market deterioration as well as the decline in real estate values. Profits were impacted by an $8.2 million provision for loan losses in the quarter, compared to $2.1 million in Q2 2007 and $0.7 million in Q3 2006. The Q3 2007 provision reflects the increased losses the company is experiencing with respect to loans sold. Profits were also impacted by higher costs per loan sold resulting from lower close rates and stricter underwriting criteria, partially offset by lower marketing expenses. Profits benefited by $13.3 million due to the net impact of a favorable legal settlement and an increase in certain legal reserves, offset by $6.6 million in restructuring costs.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

4



 

TRANSACTIONS continued

 

Real Estate

 

Results reflect fewer closings at the builder and broker networks, partially offset by increased closings at the company owned brokerage. Losses decreased due to lower administrative costs resulting in part from the restructuring of the business in the second quarter and lower marketing expenses.

 

ServiceMagic

 

ServiceMagic revenue benefited from a 19% increase in customer service requests and a 10% increase in the number of service providers in the network. Profit declines reflect increased operating expenses associated with the expansion of the sales force, increased marketing expenses and the opening of a new call center in Kansas City.

 

MEDIA & ADVERTISING

 

 

 

Q3 2007

 

Q3 2006

 

Growth

 

 

 

$ in millions

 

Revenue

 

$

189.8

 

$

135.5

 

40

%

Operating Income Before Amortization

 

$

27.6

 

$

15.9

 

74

%

Operating Income (Loss)

 

$

15.4

 

$

(2.1

)

NM

 

 

Media & Advertising results include IAC Search & Media, Citysearch and Evite. IAC Search & Media consists of proprietary properties such as Ask.com and Fun Web Products, and network properties which include syndicated advertising, search results, and toolbars. Both proprietary and network revenue grew during the quarter.

 

Media & Advertising revenue growth was driven by an increase in queries from syndicated search and increased queries and revenue per query at Fun Web Products. Within IAC Search & Media, network revenue growth outpaced that of proprietary revenue, primarily due to a wider adoption of syndicated search and sponsored listings products. Proprietary revenue grew on the strength of Fun Web Products, while Ask.com revenue grew, due to an increase in revenue per query and queries.

 

Media & Advertising Operating Income Before Amortization benefited from a reduction in the current year expense of $5.8 million resulting from the capitalization and amortization of costs related to the distribution of toolbars which began on April 1, 2007. These costs had previously been expensed as incurred.

 

Media & Advertising operating income for the current period also reflects a decrease in amortization of non-cash marketing of $8.6 million, partially offset by an increase in amortization of intangibles of $2.8 million.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

5



 

MEMBERSHIP & SUBSCRIPTIONS

 

 

 

Q3 2007

 

Q3 2006

 

Growth

 

 

 

$ in millions

 

Revenue

 

 

 

 

 

 

 

Interval

 

$

98.5

 

$

72.9

 

35

%

Match

 

89.1

 

80.2

 

11

%

Entertainment

 

33.3

 

32.0

 

4

%

Intra-sector elimination

 

 

(0.1

)

NM

 

 

 

$

220.8

 

$

185.1

 

19

%

Operating Income Before Amortization

 

 

 

 

 

 

 

Interval

 

$

36.2

 

$

29.1

 

24

%

Match

 

29.5

 

19.3

 

53

%

Entertainment

 

(1.4

)

(3.9

)

65

%

 

 

$

64.4

 

$

44.5

 

45

%

Operating Income (Loss)

 

 

 

 

 

 

 

Interval

 

$

28.4

 

$

22.8

 

24

%

Match

 

29.3

 

19.0

 

54

%

Entertainment

 

(2.1

)

(5.2

)

61

%

 

 

$

55.6

 

$

36.6

 

52

%

 

Membership & Subscriptions revenue benefited from the inclusion of ResortQuest Hawaii (acquired May 31, 2007) and increased transaction volume and membership at Interval, as well as increased average revenue per subscriber at Match.

 

Interval

 

Revenue and profit growth were driven by strong transaction revenue, due to 7% growth in transaction volume and higher average fees, and a 6% increase in members reflecting strong new member growth and renewal rates. ResortQuest Hawaii contributed $18.9 million to Interval’s overall revenue in the quarter. Profits grew at a slower rate than revenue due to the inclusion of ResortQuest Hawaii.

 

Match

 

Revenue growth was driven by an 11% increase in revenue per subscriber, primarily in North America. International subscribers grew 10% although worldwide subscribers declined 1%. Profits grew faster than revenue due to lower operating costs and a lower cost of acquisition as a percentage of revenue.

 

Entertainment

 

Revenue growth reflects increases in paid advertising and continued strength in custom discount and promotion products marketed to corporate clients, partially offset by lower online sales of the core coupon book. Profits benefited from lower marketing expenses.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

6



 

OTHER ITEMS

 

Q3 other income (expense) benefited from a $5.9 million gain in Q3 2007 reflecting an increase in the fair value of the derivative asset received by the Company in connection with the sale of HSE24. Additionally, Q3 other income (expense) benefited from a $2.7 million gain in Q3 2007 as compared to a  $2.7 million loss in Q3 2006, reflecting changes in the fair value of the derivatives that were created in the Expedia spin-off. The derivatives relate to IAC’s obligation to deliver both IAC and Expedia shares upon the conversion of the Ask Convertible Notes and the exercise of certain IAC warrants.

 

The effective tax rates for continuing operations and adjusted net income in Q3 2007 were 40% and 38%, respectively. These effective tax rates were higher than the statutory rate of 35% due principally to state taxes. In addition, continuing operations was unfavorably impacted by interest on tax contingencies. The effective tax rates for continuing operations and adjusted net income in Q3 2006 were 44% and 41%, respectively.  These effective tax rates were higher than the statutory rate of 35% due principally to state taxes. In addition, continuing operations was unfavorably impacted by interest on tax contingencies, partially offset by net adjustments related to the reconciliation of provision accruals to tax returns.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

7



 

LIQUIDITY AND CAPITAL RESOURCES

 

During Q3, IAC repurchased 8 million shares at an average price of $27.54. IAC may purchase shares over an indefinite period of time, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price, and future outlook.

 

As of September 30, 2007, IAC had approximately $1.8 billion in cash, restricted cash and marketable securities, $1.0 billion in debt and, excluding $144.0 million in LendingTree Loans debt that is non-recourse to IAC, $955.9 million in pro forma net cash and marketable securities.

 

DILUTIVE SECURITIES

 

IAC has various tranches of dilutive securities. The table below details these securities as well as potential dilution at various stock prices (shares in millions).

 

 

 

 

 

Avg.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strike /

 

As of

 

 

 

 

 

 

 

 

 

 

 

Shares

 

Conversion

 

10/26/07

 

Dilution at:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share Price

 

 

 

 

 

$

27.07

 

$

30.00

 

$

35.00

 

$

40.00

 

$

45.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Absolute Shares as of 10/26/07

 

283.4

 

 

 

283.4

 

283.4

 

283.4

 

283.4

 

283.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSUs and Other

 

10.2

 

 

 

10.3

 

10.2

 

10.1

 

10.0

 

9.9

 

Options

 

12.3

 

$

28.76

 

1.5

 

1.7

 

2.0

 

2.3

 

2.5

 

Warrants

 

34.6

 

$

27.88

 

4.9

 

5.5

 

7.9

 

10.4

 

13.1

 

Convertible Notes

 

0.5

 

$

14.82

 

0.5

 

0.5

 

0.5

 

0.5

 

0.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Dilution

 

 

 

 

 

17.1

 

17.9

 

20.4

 

23.1

 

25.9

 

% Dilution

 

 

 

 

 

5.7

%

5.9

%

6.7

%

7.5

%

8.4

%

Total Diluted Shares Outstanding

 

 

 

 

 

300.5

 

301.3

 

303.9

 

306.5

 

309.4

 

 

CONFERENCE CALL

 

IAC will audiocast its conference call with investors and analysts discussing the Company’s Q3 financial results on Wednesday, October 31, 2007, at 11:00 a.m. Eastern Time (ET). This call will include the disclosure of certain information, including forward-looking information, which may be material to an investor’s understanding of IAC’s business. The live audiocast is open to the public at www.iac.com/investors.htm.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

8



 

OPERATING METRICS

 

 

 

 

 

Q3 2007

 

Q3 2006

 

Growth

 

RETAILING

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retailing (a)

 

 

 

 

 

 

 

 

 

Units shipped (mm)

 

 

 

12.9

 

13.2

 

-2

%

Gross profit%

 

 

 

37.4

%

38.2

%

 

 

Return rate

 

 

 

18.9

%

18.0

%

 

 

Average price point

 

 

 

$

61.01

 

$

58.07

 

5

%

Internet% (b)

 

 

 

32

%

27

%

 

 

HSN total homes - end of period (mm)

 

 

 

89.8

 

88.6

 

1

%

Catalogs mailed (mm)

 

 

 

85.2

 

93.5

 

-9

%

 

 

 

 

 

 

 

 

 

 

TRANSACTIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ticketmaster

 

 

 

 

 

 

 

 

 

Number of tickets sold (mm)

 

 

 

34.4

 

30.9

 

11

%

Gross value of tickets sold (mm)

 

 

 

$

1,899

 

$

1,609

 

18

%

 

 

 

 

 

 

 

 

 

 

LendingTree

 

 

 

 

 

 

 

 

 

Transmitted QFs (000s) (c)

 

 

 

726.8

 

1,020.6

 

-29

%

Closings - units (000s) (d)

 

 

 

46.9

 

68.7

 

-32

%

Closings - dollars ($mm) (d)

 

 

 

$

5,697

 

$

8,031

 

-29

%

 

 

 

 

 

 

 

 

 

 

Real Estate

 

 

 

 

 

 

 

 

 

Closings - units (000s)

 

 

 

2.8

 

3.4

 

-17

%

Closings - dollars ($mm)

 

 

 

$

730

 

$

868

 

-16

%

 

 

 

 

 

 

 

 

 

 

MEDIA & ADVERTISING

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IAC Search & Media Revenue by traffic source

 

 

 

 

 

 

 

 

 

Proprietary

 

 

 

50.1

%

59.3

%

 

 

Network

 

 

 

49.9

%

40.7

%

 

 

 

 

 

 

 

 

 

 

 

 

MEMBERSHIP & SUBSCRIPTIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interval

 

 

 

 

 

 

 

 

 

Members (000s)

 

 

 

1,949

 

1,843

 

6

%

Confirmations (000s)

 

 

 

227

 

213

 

7

%

Share of confirmations online

 

 

 

27

%

25

%

 

 

 

 

 

 

 

 

 

 

 

 

Match

 

 

 

 

 

 

 

 

 

Paid Subscribers (000s)

 

 

 

1,308.8

 

1,319.7

 

-1

%

 


(a)          Retailing includes HSN, Catalogs and Shoebuy for all periods presented.

(b)         Internet demand as a percent of total Retailing demand excluding Liquidations and Services.

(c)          Customer “Qualification Forms” (QFs) transmitted to at least one exchange lender (including LendingTree Loans) plus QFs transmitted to at least one GetSmart lender.

(d)         Loan closings consist of loans closed by exchange lenders and directly by LendingTree Loans.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

9



 

GAAP FINANCIAL STATEMENTS

 

IAC CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; $ in thousands except per share amounts)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Product sales

 

$

736,036

 

$

717,797

 

$

2,163,343

 

$

2,128,998

 

Service revenue

 

779,797

 

693,872

 

2,357,565

 

2,067,701

 

Net revenue

 

1,515,833

 

1,411,669

 

4,520,908

 

4,196,699

 

Cost of sales-product sales (exclusive of depreciation shown separately below)

 

444,444

 

429,083

 

1,322,493

 

1,276,493

 

Cost of sales-service revenue (exclusive of depreciation shown separately below)

 

357,145

 

278,050

 

1,035,647

 

825,933

 

Gross profit

 

714,244

 

704,536

 

2,162,768

 

2,094,273

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

303,136

 

294,059

 

980,805

 

924,592

 

General and administrative expense

 

208,667

 

190,720

 

617,611

 

553,372

 

Other operating expense

 

14,820

 

29,578

 

73,203

 

84,421

 

Amortization of non-cash marketing

 

13,064

 

14,629

 

37,522

 

32,625

 

Amortization of intangibles

 

31,075

 

29,531

 

91,685

 

126,518

 

Depreciation

 

39,345

 

38,058

 

115,851

 

114,397

 

Operating income

 

104,137

 

107,961

 

246,091

 

258,348

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

15,672

 

16,099

 

53,539

 

53,436

 

Interest expense

 

(15,446

)

(14,759

)

(46,061

)

(45,590

)

Equity in income of unconsolidated affiliates

 

5,081

 

8,322

 

19,564

 

25,594

 

Other income

 

10,769

 

3,518

 

18,351

 

5,979

 

Total other income, net

 

16,076

 

13,180

 

45,393

 

39,419

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations before income taxes and minority interest

 

120,213

 

121,141

 

291,484

 

297,767

 

Income tax provision

 

(48,160

)

(53,314

)

(110,300

)

(128,042

)

Minority interest in losses of consolidated subsidiaries

 

2,906

 

30

 

3,146

 

701

 

Earnings from continuing operations

 

74,959

 

67,857

 

184,330

 

170,426

 

(Loss) gain on sale of discontinued operations, net of tax

 

(1,557

)

 

33,524

 

 

(Loss) income from discontinued operations, net of tax

 

(1,638

)

7,088

 

11,973

 

5,510

 

Net earnings available to common shareholders

 

$

71,764

 

$

74,945

 

$

229,827

 

$

175,936

 

 

 

 

 

 

 

 

 

 

 

Earnings per share from continuing operations:

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.26

 

$

0.23

 

$

0.64

 

$

0.55

 

Diluted earnings per share

 

$

0.25

 

$

0.22

 

$

0.61

 

$

0.53

 

 

 

 

 

 

 

 

 

 

 

Net earnings per share available to common shareholders:

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.25

 

$

0.25

 

$

0.80

 

$

0.57

 

Diluted earnings per share

 

$

0.24

 

$

0.24

 

$

0.76

 

$

0.54

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

10



 

IAC CONSOLIDATED BALANCE SHEETS

($ in thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2007

 

2006

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

1,378,593

 

$

1,428,140

 

Restricted cash and cash equivalents

 

23,990

 

27,855

 

Marketable securities

 

409,698

 

897,742

 

Accounts receivable, net

 

515,830

 

487,149

 

Loans held for sale, net

 

151,964

 

345,896

 

Inventories

 

402,095

 

325,976

 

Deferred income taxes

 

34,120

 

32,435

 

Prepaid and other current assets

 

207,804

 

412,191

 

Total current assets

 

3,124,094

 

3,957,384

 

 

 

 

 

 

 

Property, plant and equipment, net

 

646,412

 

594,536

 

Goodwill

 

6,966,281

 

6,849,976

 

Intangible assets, net

 

1,443,550

 

1,463,972

 

Long-term investments

 

488,029

 

168,791

 

Other non-current assets

 

192,919

 

154,115

 

TOTAL ASSETS

 

$

12,861,285

 

$

13,188,774

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Current maturities of long-term obligations and short-term borrowings

 

$

176,961

 

$

357,679

 

Accounts payable, trade

 

256,782

 

254,508

 

Accounts payable, client accounts

 

441,581

 

304,800

 

Deferred revenue

 

162,863

 

147,120

 

Income taxes payable

 

12,563

 

518,806

 

Accrued expenses and other current liabilities

 

604,141

 

678,268

 

Total current liabilities

 

1,654,891

 

2,261,181

 

 

 

 

 

 

 

Long-term obligations, net of current maturities

 

823,391

 

856,408

 

Income taxes payable

 

233,001

 

 

Other long-term liabilities

 

116,787

 

147,317

 

Deferred income taxes

 

969,027

 

1,129,994

 

Minority interest

 

32,757

 

24,881

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Preferred stock

 

 

 

Common stock

 

414

 

410

 

Class B convertible common stock

 

32

 

32

 

Additional paid-in capital

 

14,742,545

 

14,636,478

 

Retained earnings

 

971,235

 

320,711

 

Accumulated other comprehensive income

 

85,944

 

76,505

 

Treasury stock

 

(6,768,739

)

(6,260,145

)

Note receivable from key executive for common stock issuance

 

 

(4,998

)

Total shareholders’ equity

 

9,031,431

 

8,768,993

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

12,861,285

 

$

13,188,774

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

11



 

IAC CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; $ in thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2007

 

2006

 

Cash flows from operating activities attributable to continuing operations:

 

 

 

 

 

Net earnings available to common shareholders

 

$

229,827

 

$

175,936

 

Less: income from discontinued operations, net of tax

 

(45,497

)

(5,510

)

Earnings from continuing operations

 

184,330

 

170,426

 

Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:

 

 

 

 

 

Depreciation and amortization of intangibles

 

207,536

 

240,915

 

Non-cash compensation expense

 

76,299

 

70,772

 

Amortization of cable distribution fees

 

3,659

 

23,191

 

Amortization of non-cash marketing

 

37,522

 

32,625

 

Deferred income taxes

 

838

 

63,238

 

Gain on sales of loans held for sale

 

(126,248

)

(170,174

)

Equity in income of unconsolidated affiliates, net of dividends

 

(12,227

)

(25,594

)

Minority interest in losses of consolidated subsidiaries

 

(3,146

)

(701

)

Increase in cable distribution fees

 

 

(16,875

)

Changes in current assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(9,125

)

10,098

 

Origination of loans held for sale

 

(5,046,315

)

(5,956,766

)

Proceeds from sales of loans held for sale

 

5,361,964

 

6,166,840

 

Inventories

 

(86,542

)

(79,757

)

Prepaid and other current assets

 

(31,835

)

(12,818

)

Accounts payable, income taxes payable and other current liabilities

 

(60,380

)

(92,639

)

Deferred revenue

 

15,670

 

25,410

 

Funds collected by Ticketmaster on behalf of clients, net

 

57,180

 

64,947

 

Other, net

 

30,830

 

30,932

 

Net cash provided by operating activities attributable to continuing operations

 

600,010

 

544,070

 

Cash flows from investing activities attributable to continuing operations:

 

 

 

 

 

Acquisitions, net of cash acquired

 

(185,525

)

(80,148

)

Capital expenditures

 

(159,496

)

(163,851

)

Purchases of marketable securities

 

(720,994

)

(529,643

)

Proceeds from sales and maturities of marketable securities

 

1,220,987

 

1,220,121

 

Proceeds from sales of long-term investments

 

109,923

 

6,560

 

Increase in long-term investments

 

(229,887

)

(2,443

)

Other, net

 

17,318

 

(6,270

)

Net cash provided by investing activities attributable to continuing operations

 

52,326

 

444,326

 

Cash flows from financing activities attributable to continuing operations:

 

 

 

 

 

Borrowings under warehouse lines of credit

 

4,902,649

 

5,853,469

 

Repayments of warehouse lines of credit

 

(5,097,131

)

(5,892,278

)

Principal payments on long-term obligations

 

(20,576

)

(11,706

)

Purchase of treasury stock

 

(542,946

)

(927,059

)

Issuance of common stock, net of withholding taxes

 

21,944

 

49,785

 

Excess tax benefits from stock-based awards

 

12,532

 

14,144

 

Collection of note receivable from key executive for common stock issuance

 

4,998

 

 

Other, net

 

(2,856

)

22,035

 

Net cash used in financing activities attributable to continuing activities

 

(721,386

)

(891,610

)

Total cash (used in) provided by continuing operations

 

(69,050

)

96,786

 

Net cash used in operating activities attributable to discontinued operations

 

(8,308

)

(31,636

)

Net cash used in investing activities attributable to discontinued operations

 

(967

)

(6,361

)

Net cash used in financing activities attributable to discontinued operations

 

(694

)

(339

)

Total cash used in discontinued operations

 

(9,969

)

(38,336

)

Effect of exchange rate changes on cash and cash equivalents

 

29,472

 

23,327

 

Net (decrease) increase in cash and cash equivalents

 

(49,547

)

81,777

 

Cash and cash equivalents at beginning of period

 

1,428,140

 

987,080

 

Cash and cash equivalents at end of period

 

$

1,378,593

 

$

1,068,857

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

12



 

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

 

IAC RECONCILIATION OF OPERATING CASH FLOW FROM CONTINUING OPERATIONS TO FREE CASH FLOW

(unaudited; $ in millions; rounding differences may occur)

 

 

 

Nine Months Ended September 30,

 

 

 

2007

 

2006

 

Net cash provided by operating activities attributable to continuing operations

 

$

600.0

 

$

544.1

 

Decrease in warehouse lines of credit

 

(194.5

)

(38.8

)

Capital expenditures

 

(159.5

)

(163.9

)

Tax (refunds) payments related to the sale of VUE interests

 

(28.5

)

11.1

 

Tax payments related to the sale of PRC

 

43.6

 

 

Tax payments related to the sale of HSE24

 

31.6

 

 

Free Cash Flow

 

$

292.7

 

$

352.5

 

 

For the nine months ended September 30, 2007, consolidated Free Cash Flow decreased by $59.8 million from the prior year period due principally to lower net cash from changes in loans held for sale and warehouse lines of credit, higher cash taxes paid and a decreased contribution from Ticketmaster client cash. Ticketmaster client cash contributed $57.2 million in the current period, versus $64.9 million in the prior year period. Free Cash Flow includes the change in warehouse lines of credit because the change in loans held for sale is already included in cash provided by operating activities. Free Cash Flow excludes tax payments related to the sale of the Company’s interests in VUE, PRC and HSE24 because the proceeds from these sales were not included in cash provided by operating activities.

 

IAC RECONCILIATION OF GAAP EPS TO ADJUSTED EPS

(unaudited; $ in thousands except per share amounts)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.24

 

$

0.24

 

$

0.76

 

$

0.54

 

GAAP diluted weighted average shares outstanding

 

298,414

 

309,214

 

302,044

 

324,747

 

Net earnings available to common shareholders

 

$

71,764

 

$

74,945

 

$

229,827

 

$

175,936

 

Non-cash compensation expense

 

25,215

 

18,092

 

76,299

 

70,772

 

Amortization of non-cash marketing

 

13,064

 

14,629

 

37,522

 

32,625

 

Amortization of intangibles

 

31,075

 

29,531

 

91,685

 

126,518

 

Net other (income) expense related to the fair value adjustment of derivatives

 

(2,666

)

2,741

 

(4,383

)

2,977

 

Other income related to fair value adjustment of the derivative created in the sale of HSE24

 

(5,859

)

 

(7,771

)

 

Gain on sale of VUE interests and related effects

 

2,072

 

3,886

 

6,155

 

8,591

 

Loss (gain) on sale of discontinued operations, net of tax

 

1,557

 

 

(33,524

)

 

Discontinued operations, net of tax

 

1,638

 

(7,088

)

(11,973

)

(5,510

)

Impact of income taxes and minority interest

 

(25,791

)

(26,840

)

(77,083

)

(92,758

)

Interest on convertible notes, net of tax

 

92

 

241

 

311

 

851

 

Adjusted Net Income

 

$

112,161

 

$

110,137

 

$

307,065

 

$

320,002

 

 

 

 

 

 

 

 

 

 

 

Adjusted EPS weighted average shares outstanding

 

305,158

 

316,067

 

308,402

 

331,304

 

 

 

 

 

 

 

 

 

 

 

Adjusted EPS

 

$

0.37

 

$

0.35

 

$

1.00

 

$

0.97

 

 

 

 

 

 

 

 

 

 

 

GAAP Basic weighted average shares outstanding

 

284,961

 

296,091

 

286,507

 

309,070

 

Options, warrants and restricted stock, treasury method

 

12,984

 

11,823

 

15,013

 

14,019

 

Conversion of convertible preferred and convertible notes (if applicable)

 

469

 

1,300

 

524

 

1,658

 

GAAP Diluted weighted average shares outstanding

 

298,414

 

309,214

 

302,044

 

324,747

 

Impact of restricted shares and convertible preferred and notes (if applicable), net

 

6,744

 

6,853

 

6,358

 

6,557

 

Adjusted EPS shares outstanding

 

305,158

 

316,067

 

308,402

 

331,304

 

 

For Adjusted EPS purposes, the impact of RSUs on shares outstanding is based on the weighted average number of RSUs outstanding as compared with shares outstanding for GAAP purposes, which includes RSUs on a treasury method basis. The weighted average number of RSUs outstanding for Adjusted EPS purposes includes the weighted average number of performance-based RSUs that the Company believes are probable of vesting. There are no performance-based RSUs included for GAAP purposes.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

13



 

IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP

(unaudited; $ in millions; rounding differences may occur)

 

 

 

For the three months ended September 30, 2007

 

 

 

Operating Income
Before
Amortization

 

Non-cash
compensation
expense (A)

 

Amortization of
non-cash
marketing

 

Amortization of
intangibles

 

Operating
income (loss)

 

Retailing

 

$

47.2

 

$

(0.1

)

$

(7.0

)

$

(2.7

)

$

37.4

 

Transactions:

 

 

 

 

 

 

 

 

 

 

 

Ticketmaster

 

61.9

 

(1.9

)

 

(6.1

)

54.0

 

LendingTree

 

(3.2

)

0.4

 

 

(2.9

)

(5.6

)

Real Estate

 

(3.9

)

0.2

 

 

(1.1

)

(4.8

)

ServiceMagic

 

5.4

 

(0.2

)

 

(0.6

)

4.6

 

Total Transactions

 

60.3

 

(1.4

)

 

(10.7

)

48.2

 

Media & Advertising

 

27.6

 

 

(6.1

)

(6.2

)

15.4

 

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

 

 

Interval

 

36.2

 

 

 

(7.9

)

28.4

 

Match

 

29.5

 

 

 

(0.2

)

29.3

 

Entertainment

 

(1.4

)

 

 

(0.7

)

(2.1

)

Total Membership & Subscriptions

 

64.4

 

 

 

(8.8

)

55.6

 

Emerging Businesses

 

(5.1

)

(0.2

)

 

(2.7

)

(8.1

)

Corporate and other

 

(20.9

)

(23.5

)

 

 

(44.4

)

Total

 

$

173.5

 

$

(25.2

)

$

(13.1

)

$

(31.1

)

$

104.1

 

Other income, net

 

 

 

 

 

 

 

 

 

16.1

 

Earnings from continuing operations before income taxes and minority interest

 

 

 

 

 

 

 

 

 

120.2

 

Income tax provision

 

 

 

 

 

 

 

 

 

(48.2

)

Minority interest in losses of consolidated subsidiaries

 

 

 

 

 

 

 

 

 

2.9

 

Earnings from continuing operations

 

 

 

 

 

 

 

 

 

75.0

 

Loss on sale of discontinued operations, net of tax

 

 

 

 

 

 

 

 

 

(1.6

)

Loss from discontinued operations, net of tax

 

 

 

 

 

 

 

 

 

(1.6

)

Net earnings available to common shareholders

 

 

 

 

 

 

 

 

 

$

71.8

 

 


(A) Non-cash compensation expense includes $1.9 million, $2.0 million and $21.3 million which are included in cost of sales, selling and marketing expense and general and administrative expense, respectively, in the accompanying consolidated statement of operations.

 

Supplemental: Depreciation

 

Retailing

 

 

 

$

8.8

 

 

 

 

 

 

 

Transactions:

 

 

 

 

 

 

 

 

 

 

 

Ticketmaster

 

 

 

10.4

 

 

 

 

 

 

 

LendingTree

 

 

 

2.1

 

 

 

 

 

 

 

Real Estate

 

 

 

0.3

 

 

 

 

 

 

 

ServiceMagic

 

 

 

0.7

 

 

 

 

 

 

 

Total Transactions

 

 

 

13.5

 

 

 

 

 

 

 

Media & Advertising

 

 

 

7.6

 

 

 

 

 

 

 

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

 

 

Interval

 

 

 

2.2

 

 

 

 

 

 

 

Match

 

 

 

2.0

 

 

 

 

 

 

 

Entertainment

 

 

 

1.3

 

 

 

 

 

 

 

Total Membership & Subscriptions

 

 

 

5.5

 

 

 

 

 

 

 

Emerging Businesses

 

 

 

0.5

 

 

 

 

 

 

 

Corporate and other

 

 

 

3.4

 

 

 

 

 

 

 

Total Depreciation

 

 

 

$

39.3

 

 

 

 

 

 

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

14



 

IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP

(unaudited; $ in millions; rounding differences may occur)

 

 

 

For the nine months ended September 30, 2007

 

 

 

Operating Income
Before
Amortization

 

Non-cash
compensation
expense (A)

 

Amortization of
non-cash
marketing

 

Amortization of
intangibles

 

Operating
income (loss)

 

Retailing

 

$

125.5

 

$

(0.8

)

$

(7.4

)

$

(10.6

)

$

106.6

 

Transactions:

 

 

 

 

 

 

 

 

 

 

 

Ticketmaster

 

192.6

 

(1.9

)

 

(19.6

)

171.2

 

LendingTree

 

1.6

 

0.2

 

 

(8.6

)

(6.8

)

Real Estate

 

(16.0

)

0.1

 

 

(5.7

)

(21.5

)

ServiceMagic

 

18.7

 

(0.5

)

 

(2.2

)

16.1

 

Total Transactions

 

197.0

 

(2.0

)

 

(36.1

)

159.0

 

Media & Advertising

 

56.5

 

 

(22.8

)

(18.5

)

15.2

 

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

 

 

Interval

 

113.5

 

 

 

(20.5

)

93.0

 

Match

 

57.5

 

 

(7.2

)

(0.7

)

49.6

 

Entertainment

 

(27.9

)

 

 

(2.1

)

(30.0

)

Total Membership & Subscriptions

 

143.1

 

 

(7.2

)

(23.2

)

112.7

 

Emerging Businesses

 

(4.9

)

(0.5

)

 

(3.4

)

(8.7

)

Corporate and other

 

(65.6

)

(73.0

)

 

 

(138.6

)

Total

 

$

451.6

 

$

(76.3

)

$

(37.5

)

$

(91.7

)

$

246.1

 

Other income, net

 

 

 

 

 

 

 

 

 

45.4

 

Earnings from continuing operations before income taxes and minority interest

 

 

 

 

 

 

 

 

 

291.5

 

Income tax provision

 

 

 

 

 

 

 

 

 

(110.3

)

Minority interest in losses of consolidated subsidiaries

 

 

 

 

 

 

 

 

 

3.1

 

Earnings from continuing operations

 

 

 

 

 

 

 

 

 

184.3

 

Gain on sale of discontinued operations, net of tax

 

 

 

 

 

 

 

 

 

33.5

 

Income from discontinued operations, net of tax

 

 

 

 

 

 

 

 

 

12.0

 

Net earnings available to common shareholders

 

 

 

 

 

 

 

 

 

$

229.8

 

 


(A) Non-cash compensation expense includes $5.8 million, $6.3 million, $64.1 million and $0.2 million which are included in cost of sales, selling and marketing expense, general and administrative expense and other operating expense, respectively, in the accompanying consolidated statement of operations.

 

Supplemental: Depreciation

 

Retailing

 

 

 

$

26.0

 

 

 

 

 

 

 

Transactions:

 

 

 

 

 

 

 

 

 

 

 

Ticketmaster

 

 

 

30.5

 

 

 

 

 

 

 

LendingTree

 

 

 

7.0

 

 

 

 

 

 

 

Real Estate

 

 

 

0.9

 

 

 

 

 

 

 

ServiceMagic

 

 

 

1.8

 

 

 

 

 

 

 

Total Transactions

 

 

 

40.1

 

 

 

 

 

 

 

Media & Advertising

 

 

 

22.9

 

 

 

 

 

 

 

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

 

 

Interval

 

 

 

6.1

 

 

 

 

 

 

 

Match

 

 

 

5.5

 

 

 

 

 

 

 

Entertainment

 

 

 

4.0

 

 

 

 

 

 

 

Total Membership & Subscriptions

 

 

 

15.6

 

 

 

 

 

 

 

Emerging Businesses

 

 

 

1.3

 

 

 

 

 

 

 

Corporate and other

 

 

 

9.8

 

 

 

 

 

 

 

Total Depreciation

 

 

 

$

115.9

 

 

 

 

 

 

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

15



 

IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP

(unaudited; $ in millions; rounding differences may occur)

 

 

 

For the three months ended September 30, 2006

 

 

 

Operating Income
Before
Amortization

 

Non-cash
compensation
expense (A)

 

Amortization of
non-cash
marketing

 

Amortization of
intangibles

 

Operating
income (loss)

 

Retailing

 

$

57.3

 

$

(1.3

)

$

 

$

(5.7

)

$

50.3

 

Transactions:

 

 

 

 

 

 

 

 

 

 

 

Ticketmaster

 

57.0

 

 

 

(6.6

)

50.5

 

LendingTree

 

18.8

 

(0.1

)

 

(3.5

)

15.2

 

Real Estate

 

(6.3

)

(0.1

)

 

(1.7

)

(8.0

)

ServiceMagic

 

6.0

 

(0.2

)

 

(0.8

)

5.1

 

Total Transactions

 

75.6

 

(0.4

)

 

(12.5

)

62.7

 

Media & Advertising

 

15.9

 

 

(14.6

)

(3.4

)

(2.1

)

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

 

 

Interval

 

29.1

 

 

 

(6.3

)

22.8

 

Match

 

19.3

 

 

 

(0.3

)

19.0

 

Entertainment

 

(3.9

)

 

 

(1.3

)

(5.2

)

Total Membership & Subscriptions

 

44.5

 

 

 

(7.8

)

36.6

 

Emerging Businesses

 

(4.5

)

 

 

(0.1

)

(4.7

)

Corporate and other

 

(18.6

)

(16.4

)

 

 

(34.9

)

Total

 

$

170.2

 

$

(18.1

)

$

(14.6

)

$

(29.5

)

$

108.0

 

Other income, net

 

 

 

 

 

 

 

 

 

13.2

 

Earnings from continuing operations before income taxes and minority interest

 

 

 

 

 

 

 

 

 

121.1

 

Income tax provision

 

 

 

 

 

 

 

 

 

(53.3

)

Minority interest in losses of consolidated subsidiaries

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

 

 

 

 

 

 

 

 

67.9

 

Income from discontinued operations, net of tax

 

 

 

 

 

 

 

 

 

7.1

 

Net earnings available to common shareholders

 

 

 

 

 

 

 

 

 

$

74.9

 

 


(A) Non-cash compensation expense includes $1.3 million, $1.4 million and $15.4 million which are included in cost of sales, selling and marketing expense and general and administrative expense, respectively, in the accompanying consolidated statement of operations.

 

Supplemental: Depreciation

 

Retailing

 

 

 

$

8.9

 

 

 

 

 

 

 

Transactions:

 

 

 

 

 

 

 

 

 

 

 

Ticketmaster

 

 

 

9.5

 

 

 

 

 

 

 

LendingTree

 

 

 

2.3

 

 

 

 

 

 

 

Real Estate

 

 

 

0.7

 

 

 

 

 

 

 

ServiceMagic

 

 

 

0.5

 

 

 

 

 

 

 

Total Transactions

 

 

 

13.0

 

 

 

 

 

 

 

Media & Advertising

 

 

 

6.9

 

 

 

 

 

 

 

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

 

 

Interval

 

 

 

1.9

 

 

 

 

 

 

 

Match

 

 

 

2.3

 

 

 

 

 

 

 

Entertainment

 

 

 

1.5

 

 

 

 

 

 

 

Total Membership & Subscriptions

 

 

 

5.8

 

 

 

 

 

 

 

Emerging Businesses

 

 

 

0.5

 

 

 

 

 

 

 

Corporate and other

 

 

 

3.0

 

 

 

 

 

 

 

Total Depreciation

 

 

 

$

38.1

 

 

 

 

 

 

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

16



 

IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP

(unaudited; $ in millions; rounding differences may occur)

 

 

 

For the nine months ended September 30, 2006

 

 

 

Operating Income
Before
Amortization

 

Non-cash
compensation
expense (A)

 

Amortization of
non-cash
marketing

 

Amortization of
intangibles

 

Operating
income (loss)

 

Retailing

 

$

176.8

 

$

(3.5

)

$

 

$

(30.5

)

$

142.9

 

Transactions:

 

 

 

 

 

 

 

 

 

 

 

Ticketmaster

 

198.8

 

 

 

(20.5

)

178.3

 

LendingTree

 

46.5

 

1.0

 

 

(13.5

)

34.0

 

Real Estate

 

(15.9

)

0.5

 

 

(6.2

)

(21.6

)

ServiceMagic

 

13.6

 

(0.5

)

 

(2.4

)

10.8

 

Total Transactions

 

242.9

 

1.1

 

 

(42.6

)

201.5

 

Media & Advertising

 

38.2

 

 

(29.6

)

(28.5

)

(19.9

)

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

 

 

Interval

 

94.4

 

 

 

(18.9

)

75.5

 

Match

 

42.5

 

 

(3.0

)

(1.9

)

37.6

 

Entertainment

 

(34.3

)

 

 

(3.9

)

(38.1

)

Total Membership & Subscriptions

 

102.7

 

 

(3.0

)

(24.6

)

75.0

 

Emerging Businesses

 

(12.6

)

(0.1

)

 

(0.3

)

(13.1

)

Corporate and other

 

(59.8

)

(68.3

)

 

 

(128.1

)

Total

 

$

488.3

 

$

(70.8

)

$

(32.6

)

$

(126.5

)

258.3

 

Other income, net

 

 

 

 

 

 

 

 

 

39.4

 

Earnings from continuing operations before income taxes and minority interest

 

 

 

 

 

 

 

 

 

297.8

 

Income tax provision

 

 

 

 

 

 

 

 

 

(128.0

)

Minority interest in losses of consolidated subsidiaries

 

 

 

 

 

 

 

 

 

0.7

 

Earnings from continuing operations

 

 

 

 

 

 

 

 

 

170.4

 

Income from discontinued operations, net of tax

 

 

 

 

 

 

 

 

 

5.5

 

Net earnings available to common shareholders

 

 

 

 

 

 

 

 

 

$

175.9

 

 


(A) Non-cash compensation expense includes $5.4 million, $5.9 million, $59.4 million and $0.1 million which are included in cost of sales, selling and marketing expense, general and administrative expense and other operating expense, respectively, in the accompanying consolidated statement of operations.

 

Supplemental: Depreciation

 

Retailing

 

 

 

$

29.0

 

 

 

 

 

 

 

Transactions:

 

 

 

 

 

 

 

 

 

 

 

Ticketmaster

 

 

 

28.6

 

 

 

 

 

 

 

LendingTree

 

 

 

7.3

 

 

 

 

 

 

 

Real Estate

 

 

 

1.9

 

 

 

 

 

 

 

ServiceMagic

 

 

 

1.2

 

 

 

 

 

 

 

Total Transactions

 

 

 

39.1

 

 

 

 

 

 

 

Media & Advertising

 

 

 

20.3

 

 

 

 

 

 

 

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

 

 

Interval

 

 

 

5.9

 

 

 

 

 

 

 

Match

 

 

 

5.8

 

 

 

 

 

 

 

Entertainment

 

 

 

4.3

 

 

 

 

 

 

 

Total Membership & Subscriptions

 

 

 

16.0

 

 

 

 

 

 

 

Emerging Businesses

 

 

 

1.4

 

 

 

 

 

 

 

Corporate and other

 

 

 

8.6

 

 

 

 

 

 

 

Total Depreciation

 

 

 

$

114.4

 

 

 

 

 

 

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

17



 

IAC’S PRINCIPLES OF FINANCIAL REPORTING

 

IAC reports Operating Income Before Amortization, Adjusted Net Income, Adjusted EPS and Free Cash Flow, all of which are supplemental measures to GAAP. These measures are among the primary metrics by which we evaluate the performance of our businesses, on which our internal budgets are based and by which management is compensated. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. IAC endeavors to compensate for the limitations of the non-GAAP measures presented by providing the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measures. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures contained in this release and which we discuss below.

 

Definitions of Non-GAAP Measures

 

Operating Income Before Amortization is defined as operating income excluding, if applicable: (1) non-cash compensation expense and amortization of non-cash marketing, (2) amortization of intangibles and goodwill impairment, (3) pro forma adjustments for significant acquisitions, and (4) one-time items. We believe this measure is useful to investors because it represents the consolidated operating results from IAC’s segments, taking into account depreciation, which we believe is an ongoing cost of doing business, but excluding the effects of any other non-cash expenses. Operating Income Before Amortization has certain limitations in that it does not take into account the impact to IAC’s statement of operations of certain expenses, including non-cash compensation, non-cash marketing, and acquisition-related accounting.

 

Adjusted Net Income generally captures all items on the statement of operations that have been, or ultimately will be, settled in cash and is defined as net income available to common shareholders excluding, net of tax effects and minority interest, if applicable: (1) non-cash compensation expense and amortization of non-cash marketing, (2) amortization of intangibles and goodwill impairment, (3) pro forma adjustments for significant acquisitions, (4) equity income or loss from IAC’s 5.44% interest in VUE and gain on the sale of IAC’s interest in VUE, (5) non-cash income or expense reflecting changes in the fair value of the derivatives created in the Expedia spin-off as a result of both IAC and Expedia shares being issuable upon the conversion of the Ask Convertible Notes and the exercise of certain IAC warrants, (6) income or expense reflecting changes in the fair value of the derivative asset associated with the sale of HSE24, (7) one-time items, and (8) discontinued operations. We believe Adjusted Net Income is useful to investors because it represents IAC’s consolidated results, taking into account depreciation, which we believe is an ongoing cost of doing business, as well as other charges which are not allocated to the operating businesses such as interest expense, taxes and minority interest, but excluding the effects of any other non-cash expenses.

 

Adjusted EPS is defined as Adjusted Net Income divided by fully diluted weighted average shares outstanding for Adjusted EPS purposes. We include dilution from options and warrants per the treasury stock method and include all restricted shares and restricted stock units (“RSUs”) in shares outstanding for Adjusted EPS, with performance-based RSUs included based on the number of shares that the Company believes are probable of vesting. This differs from the GAAP method for including RSUs, which treats them on a treasury method basis and with respect to performance-based RSUs only to the extent the performance criteria are met (assuming the end of the reporting period is the end of the contingency period). In addition, convertible instruments are assumed to be converted in determining shares outstanding for Adjusted EPS, if the effect is dilutive. Shares outstanding for Adjusted EPS purposes are therefore higher than shares outstanding for GAAP EPS purposes. We believe Adjusted EPS is useful to investors because it represents, on a per share basis, IAC’s consolidated results, taking into account depreciation, which we believe is an ongoing cost of doing business, as well as other charges which are not allocated to the operating businesses such as interest expense, taxes and minority interest, but excluding the effects of any other non-cash expenses. Adjusted Net Income and Adjusted EPS have the same limitations as Operating Income Before Amortization, and in addition Adjusted Net Income and Adjusted EPS do not account for IAC’s former passive ownership in VUE. Therefore, we think it is important to evaluate these measures along with our consolidated statement of operations.

 

Free Cash Flow is defined as net cash provided by operating activities, less capital expenditures and preferred dividends paid by IAC. For purposes of Free Cash Flow, we also include changes in warehouse lines of credit due to the close connection that exists with changes in loans held for sale which are included in cash provided by operating activities. In addition, Free Cash Flow excludes tax payments related to the sale of IAC’s interests in VUE, PRC and HSE24 due to the exclusion of the proceeds from these sales from cash provided by operating activities. We believe Free Cash Flow is useful to investors because it represents the cash that our operating businesses generate, before taking into account cash movements that are non-operational. Free Cash Flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent the residual cash flow for discretionary expenditures. For example, it does not take into account stock repurchases. Therefore, we think it is important to evaluate Free Cash Flow along with our consolidated statement of cash flows.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

18



 

IAC’S PRINCIPLES OF FINANCIAL REPORTING - continued

 

Pro Forma Results

 

We will only present Operating Income Before Amortization, Adjusted Net Income and Adjusted EPS on a pro forma basis if we view a particular transaction as significant in size or transformational in nature. For the periods presented in this release, there are no transactions that we have included on a pro forma basis.

 

One-Time Items
 

Operating Income Before Amortization and Adjusted Net Income are presented before one-time items, if applicable. These items are truly one-time in nature and non-recurring, infrequent or unusual, and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. GAAP results include one-time items. For the periods presented in this release, there are no adjustments for any one-time items.

 

Non-Cash Expenses That Are Excluded From Our Non-GAAP Measures

 

Non-cash compensation expense consists principally of expense associated with the grants, including unvested grants assumed in acquisitions, of restricted stock, restricted stock units and stock options. These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding which, for restricted stock units and stock options, are included on a treasury method basis. We view the true cost of our restricted stock units as the dilution to our share base, and as such units are included in our shares outstanding for Adjusted EPS purposes as described above under the definition of Adjusted EPS. Upon vesting of restricted stock and restricted stock units and the exercise of certain stock options, the awards are settled, at the Company’s discretion, on a net basis, with the Company remitting the required tax withholding amount from its current funds.

 

Amortization of non-cash marketing consists of non-cash advertising secured from Universal Television as part of the transaction pursuant to which VUE was created, and the subsequent transaction by which IAC sold its partnership interests in VUE (collectively referred to as “NBC Universal Advertising”). The NBC Universal Advertising is available for television advertising on various NBC Universal network and cable channels without any cash cost.

 

The NBC Universal Advertising is excluded from Operating Income Before Amortization and Adjusted Net Income because it is non-cash and generally is incremental to the advertising the Company otherwise secures as a result of its ordinary cost/benefit marketing planning process. Accordingly, the Company’s aggregate level of advertising, and the increased concentration of that advertising on NBC Universal network and cable channels, does not reflect what our advertising effort would otherwise be without these credits, which will expire on September 30, 2008 if not exhausted before then. As a result, management believes that treating the NBC Universal Advertising as an expense does not appropriately reflect its true cost/benefit relationship, nor does it best reflect the Company’s long-term level of advertising expenditures. Nonetheless, while the benefits directly attributable to television advertising are always difficult to determine, and especially so with respect to the NBC Universal Advertising due to its incrementality and heavy concentration, it is likely that the Company does derive benefits from it, though management believes such benefits are generally less than those received through its regular advertising for the reasons stated above. Operating Income Before Amortization and Adjusted Net Income therefore have the limitation of including those benefits while excluding the associated expense.

 

Amortization of intangibles is a non-cash expense relating primarily to acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as supplier contracts and customer relationships, are valued and amortized over their estimated lives. While it is likely that we will have significant intangible amortization expense as we continue to acquire companies, we believe that since intangibles represent costs incurred by the acquired company to build value prior to acquisition, they were part of transaction costs.

 

Equity income or loss from IAC’s 5.44% common interest in VUE was excluded from Adjusted Net Income and Adjusted EPS because IAC had no operating control over VUE, had no way to forecast this business, and did not consider the results of VUE in evaluating the performance of IAC’s businesses. The gain from the sale in June 2005 of IAC’s interests in VUE and related effects are excluded from Adjusted Net Income and Adjusted EPS for similar reasons.

 

Non-cash income or expense reflecting changes in the fair value of the derivatives created in the Expedia spin-off is excluded from Adjusted Net Income and Adjusted EPS because the obligations underlying these derivatives, which relate to the Ask Convertible Notes and certain IAC warrants, are expected to ultimately be settled in shares of IAC common stock and Expedia common stock, and not in cash.

 

Income or expense reflecting changes in the fair value of the derivative asset created in the sale of HSE24 is excluded from Adjusted Net Income and Adjusted EPS because the variations in the value of the derivative are non-operational in nature.

 

Free Cash Flow

 

We look at Free Cash Flow as a measure of the strength and performance of our businesses, not for valuation purposes. In our view, applying “multiples” to Free Cash Flow is inappropriate because it is subject to timing, seasonality and one-time events. We manage our business for cash and we think it is of utmost importance to maximize cash – but our primary valuation metrics are Operating Income Before Amortization and Adjusted EPS. In addition, because Free Cash Flow is subject to timing, seasonality and one-time events, we believe it is not appropriate to annualize quarterly Free Cash Flow results.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

19



 

OTHER INFORMATION

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

 

This press release and our conference call to be held at 11:00 a.m. Eastern Time today may contain “forward -looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: IAC’s future financial performance, IAC’s business prospects and strategy, anticipated trends and prospects in the various industries in which IAC’s businesses operate and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: changes in economic conditions generally or in any of the markets or industries in which IAC’s businesses operate, changes in senior management at IAC and/or its businesses, the rate of online migration in the various markets and industries in which IAC’s businesses operate, technological changes, regulatory changes, changes in the interest rate environment or overall credit markets, a continuing or accelerating slowdown in the domestic housing market, increased credit losses relating to certain underperforming loans sold into the secondary market, effectiveness of hedging activities, changes affecting distribution channels, failure to comply with existing laws, our ability to offer new or alternative products and services in a cost effective manner and consumer acceptance of these products and services, changes in product delivery costs, changes in the advertising market and the ability of IAC to expand successfully in international markets. Certain of these and other risks and uncertainties are discussed in IAC’s filings with the Securities and Exchange Commission (“SEC”). Other unknown or unpredictable factors that could also adversely affect IAC’s business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of IAC management as of the date of this press release. IAC does not undertake to update these forward-looking statements.

 

About IAC

 

IAC is an interactive conglomerate operating more than 60 diversified brands in sectors being transformed by the internet, online and offline... our mission is to harness the power of interactivity to make daily life easier and more productive for people all over the world. To learn more about IAC please visit http://iac.com

 

Contact Us

 

IAC Investor Relations

Eoin Ryan

(212) 314-7400

 

IAC Corporate Communications

Andrea Riggs / Stacy Simpson

(212) 314-7280 / 7470

 

IAC

555 West 18th Street, New York, NY 10011  212.314.7300 Fax 212.314.7309  http://iac.com

 

*    *    *

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

20