UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2002 USA INTERACIVE (Exact name of Registrant as specified in charter) Delaware 0-20570 59-2712887 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 152 West 57th Street, New York, NY 10019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 314-7300 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Investor Presentation Materials, dated August 7, 2002, for use at the U.S. Bancorp Piper Jaffray Technology & Communications Conference. ITEM 9. REGULATION FD DISCLOSURE On August 7, 2002, the Registrant presented at the U.S. Bancorp Piper Jaffray Technology & Communications Conference. A copy of the Registrant's presentation materials for such conference appearing in Exhibit 99.1 is furnished and not filed pursuant to Regulation FD. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. USA INTERACTIVE By: /s/ JULIUS GENACHOWSKI ---------------------------------- Name: Julius Genachowski Title: Executive Vice President and General Counsel Date: August 7, 2002 EXHIBIT INDEX
Exhibit No. Description 99.1 Investor Presentation Materials, dated August 7, 2002, for use at the U.S. Bancorp Piper Jaffray Technology & Communications Conference.
Exhibit 99.1 Slide 1 (logo): USA Interactive Dara Khosrowshahi, EVP & CFO U.S. Bancorp Piper Jaffray Technology & Communications Conference August 7, 2002 Prepared 8/07/02 - Read important disclaimer(s) Slide 2: Important This presentation contains forward looking statements relating to possible or assumed future results of USA. It reflects the current views of USA with respect to future events, and is subject to risks that could cause future results to materially differ. These risks are described in USA's Securities and Exchange Commission filings. Information contained herein about entities other than USA has been obtained from sources believed to be reliable, but no independent verification has been made and no representation is made as to its accuracy or completeness. Any statements non-factual in nature constitute current opinions, which are subject to change without notice. The forward looking statements and opinions in this presentation are made as of the date of this presentation, and USA undertakes no obligation to update or revise them for any reason. These statements do not include the potential impact of any mergers, acquisitions or other business combinations that may be completed in the future. This presentation reflects estimates that USA is comfortable releasing to analysts and the public as of the date hereof. Prepared 8/07/02 - Read important disclaimer(s) Slide 3: USA Interactive Electronic Retailing (logos) HSN, America's Store, Shop Channel, HSN.com, TVSN, Home Shopping Europe Information & Services (logos) Ticketmaster, Match.com, Citysearch, Hotels.com, USA ECS, Styleclick, Expedia, PRC, TV Travel Shop Includes some companies majority or partially owned by USA. Prepared 8/07/02 - Read important disclaimer(s) Slide 4: Fortune 500's Fastest Growing Company $ in millions 103% Annual Actual Revenue Growth, 1996-2002B USA was ranked #1 in 5-year revenue growth among Fortune 500 companies as of 4/15/02. Historical and budgeted data represents ownership of acquired companies from date of acquisition. Budgeted data is from USA budget as filed with the SEC on 1/29/02, updated for anticipated performance vs. budget as filed with the SEC on 7/24/02. Prepared 8/07/02 - Read important disclaimer(s) Slide 5: EBITDA Growth $ in millions 86% Annual Actual EBITDA Growth, 1996-2002B
USA Networks 1996 $75 USA Interactive 2001 $5,285 2002B $5,200 Historical and budgeted data represents ownership of acquired companies from date of acquisition. Budgeted data is from USA budget as filed with the SEC on 1/29/02, updated for anticipated performance vs. budget filed with the SEC on 7/24/02. Prepared 8/07/02 - Read important disclaimer(s) Slide 6: Shares Outstanding 17% Annual Actual Share Growth, 1996 - Today
USA Networks 1996 $19 USA Interactive 2001 $894 2002B $792 Actual common basic shares outstanding, assuming the exchange of all outstanding exchangeable subsidiary equity in each period. Pro forma for stock splits. Prepared 8/07/02 - Read important disclaimer(s) Slide 7: Net Cash & Investments Today = $4.4 Billion As of 6/30/02 1996 Net cash: ($270) million Investments: $30 million 2001 Net cash: $580 million Investments: $66 million Today Net cash: $2.3 billion Investments: $2.1 billion Source: USA public documents as filed with the SEC. Based on consolidated amounts. Amounts of cash, investments and debt are based on balance sheet carrying values, adjusted for present value of estimated taxes on Vivendi Universal Entertainment securities. Amount of preferred stock based on face value. See USA proxy filed in connection with the Vivendi transaction for additional information. Prepared 8/07/02 - Read important disclaimer(s)
USA Networks 1996 185 million USA Interactive 2001 765 million Today 448 million Slide 8: Where the World is Going Revenue Through the Screen Television and Internet Consumer-related Revenues (U.S.) 1995 - $47 billion Advertising: 80% Transactions: 11% Subscriptions / Fees: 9% 2000 - $146 billion Advertising: 41% Transactions: 44% Subscriptions / Fees: 15% 2005 - $316 billion Advertising: 22% Transactions: 66% Subscriptions / Fees: 13% Compiled as of 1/29/02. Includes financial services and online classifieds. Compiled estimates per MSDW, Jupiter, Shop.org, McCann Erickson, Zenith Media, Paul Kagan, Prudential, Furman Selz, PaineWebber, SSB, and Forrester. Prepared 8/07/02 - Read important disclaimer(s) Slide 9: Huge Opportunity $ in billions Interactive Commerce - U.S. GTV CAGR = 29% GTV defined as Gross Transaction Value. Source: Shop.org / BCG (5/01); PhocusWright (10/01); Comscore Networks (1/02); Jupiter (10/01, 11/01, 4/00, 10/00); compiled estimates as of 1/29/02, from various other Wall Street analysts and internal estimates. Includes B2C online commerce, online financial services and online classifieds. Prepared 8/07/02 - Read important disclaimer(s) Slide 10: USA's Organic Share Share of Interactive Commerce - U.S. GTV (Est.)
1999 $42 2000 $64 2001 $87 2002E $110 2003E $137 2004E $169 2005E $207 2006E $253 Source: Shop.org / BCG (5/01); Comscore Networks (1/02); Jupiter (10/01, 11/01, 4/00, 10/00); compiled estimates as of 1/29/02 from various other Wall Street analysts and internal estimates. Includes B2C online commerce, online financial services and online classifieds. USA budget / estimates based on USA budget as filed with the SEC on 1/29/02 for 2002 and 2003 and internal estimates for 2004-2006. Prepared 8/07/02 - Read important disclaimer(s) Slide 11: #8 in Online Reach unique visitors in millions Combined Home / Work Unique Visitors June 2002
1999 6% 2000 7% 2001 7% 2002E 8% 2003E 8% 2004E 9% 2005E 10% 2006E 10% Data for USA is from a comScore Media Metrix unranked custom entity report defined by USA, representing combined home / work unduplicated reach for all of USA's subsidiaries, and is compared to the comScore Media Metrix Top 100 Properties list. Prepared 8/07/02 - Read important disclaimer(s) Slide 12: Multiple Categories USA's Q2 2002 GTV Travel: 50% Ticketing: 35% Merchandise: 14% Personals: 1% Prepared 8/07/02 - Read important disclaimer(s) Slide 13: Travel: Quickly Migrating Online Online Penetration by Category - U.S.
AOL 95.2 MSN 86.0 Yahoo 79.9 Terra Lycos 39.7 About / Primedia 33.7 Google 33.6 eBay 33.0 USA Properties 29.2 Amazon 28.5 Classmates.com 23.9 Based on GTV. Source: Jupiter research dated 5/02. Represents penetration for leisure and managed travel. Prepared 8/07/02 - Read important disclaimer(s) Slide 14: Ticketing: Online Success Ticketmaster % Revenues Online
2001 Air 15% Car 13% Hotel 7% Cruise / Tour 2% 2007E Air 28% Car 24% Hotel 16% Cruise / Tour 7% Prepared 8/07/02 - Read important disclaimer(s) Slide 15: Ticketing: The Opportunity Ticket Universe - U.S. (Est.)
1999 13% 2000 25% 2001 32% Q2 '02 43% Based on unaudited Ticketmaster estimates. Unsold tickets include opens (unsold TM tickets) and holds (unsold box office tickets). Prepared 8/07/02 - Read important disclaimer(s) Slide 16: HSN Mix & Margins
Concerts Sports Family Arts -------- ------ ------ ---- Unsold 42% 56% 63% 61% Box Office 26% 20% 24% 23% Season Tickets 2% 19% -- 5% Single Tickets 30% 6% 13% 11% Total: Capacity: 62mm 265mm 50mm 108mm 485mm Product Mix EBITDA Growth* Gross Margin Home Licensing Other
* As reported. 2002 growth amounts are pro forma for disengagement. Prepared 8/07/02 - Read important disclaimer(s) Slide 17: HSN.com HSN.com % of HSN RevenuesQ1 '01 4.7% 33.5% 37% 63% Q2 '01 4.9% 34.5% 35% 65% Q3 '01 -9.1% 34.3% 36% 64% Q4 '01 1.5% 33.9% 41% 59% Q1 '02 26.3% 35.5% 32% 68% Q2 '02 21.1% 38.4% 28% 72% Prepared 8/07/02 - Read important disclaimer(s) Slide 18: Personals: The Opportunity Single Adults in U.S. Has Tried Online Dating: 5% Has Not Tried Online Dating: 95% Source: Strategic Research Co. Study for Match dated 11/01. Prepared 8/07/02 - Read important disclaimer(s) Slide 19: New Personals Categories (graphic) screen grabs of Expedia Caribbean Splash III and matchLive Prepared 8/07/02 - Read important disclaimer(s) Slide 20: International International % of Total Q2 2002
Q1 '00 1.3% Q2 '00 1.9% Q3 '00 2.6% Q4 '00 4.6% Q1 '01 5.4% Q2 '01 8.1% Q3 '01 8.8% Q4 '01 9.9% Q1 '02 10.8% Q2 '02 11.1% Data for Ticketmaster, Expedia and HSN represents gross transactions; data for Hotels.com represents revenue. Prepared 8/07/02 - Read important disclaimer(s) Slide 21: Leverage in All Areas
HSN 16% Ticketmaster 20% Hotels.com 12% Expedia 7% EBITDA Margin YTD '02: ------------- $ Increase in EBITDA YTD '01 YTD '02 per $ Increase in Revenue ------- ------- -------------------------
* Based on USA budget for the full year 2002, this number would be $0.47. Operating Businesses include HSN - U.S., Ticketing, Match.com, Hotels.com, Expedia, PRC and Corporate Overhead. Prepared 8/07/02 - Read important disclaimer(s)HSN - U.S. 13.8% 15.6% $0.34 Ticketing 20.9% 23.5% $0.79* Match.com 16.2% 30.2% $0.38 Hotels.com 15.1% 14.8% $0.14 Expedia 16.4% 30.1% $0.45 Operating Businesses 14.6% 17.7% $0.31 USA Total 9.9% 14.2% $0.39 ===== ===== ===== Slide 22: Significant Margin Expansion EBITDA Margins Budgeted data is from USA budget as filed with the SEC on 1/29/02, updated for anticipated performance vs. budget as filed with the SEC on 7/24/02. Prepared 8/07/02 - Read important disclaimer(s) Slide 23: Growth Rates vs Multiples Select Interactive Companies
Operating Businesses 1999 12.6% 2000 12.6% 2001 14.6% 2002B 17.3% Total Businesses 1999 7.1% 2000 7.2% 2001 9.5% 2002B 13.9% 2000-2003E 2003E Q2 Cash EPS Cash EPS CAGR Multiple Growth ------------- -------- -----------
Other companies' projections based on U.S. Bancorp Piper Jaffray analyst estimates. All results pro forma. USA budgeted data based on USA budget as filed with the SEC on 1/29/02, adjusted to include Vivendi's 56.6 million shares in USA's share count. Prepared 8/07/02 - Read important disclaimer(s) Slide 24: Historical Price Performance Graph showing relative performance of USAI, an Entertainment Index, and the Nasdaq from January 1997 through May 2002 Source: MSN Moneycentral. Comparative index describes relative price performance over time. Date range is from closing of HSN / Silver King merger to 7/17/02. Prepared 8/07/02 - Read important disclaimer(s) Slide 25: Conclusion Clear Strategy Strong Growth Prospects Great Operating Leverage Flexible Balance Sheet Proven Track Record Unique & Leading Positions Compelling Valuation Prepared 8/07/02 - Read important disclaimer(s) Slide 26: Important This presentation refers to budgeted data from the USA budget as filed with the Securities and Exchange Commission on January 29, 2002, updated for anticipated performance versus budget as filed (in USA's Q2 2002 earnings release) with the Securities and Exchange Commission on July 24, 2002. Throughout this document, "EBITDA" for USA and its subsidiaries refers to "Adjusted EBITDA" as defined herein. Adjusted EBITDA, also referred to as EBITDA, is defined as operating income plus (1) depreciation and amortization, (2) amortization of cable distribution fees, (3) amortization of non-cash distribution, marketing, and compensation expense, and (4) disengagement related payments to cable operators, marketing expenses and sales rebates. Cash EPS defined as cash net income divided by fully diluted, treasury method shares outstanding. Cash net income is defined as net income available to common shareholders plus (1) amortization of non-cash distribution and marketing expense, (2) non-cash compensation expense, and (3) amortization of goodwill (in 2001) and intangibles, net of related tax minority interest expense. Excludes non-recurring items, including restructuring charges. Prepared 8/07/02 - Read important disclaimer(s) Slide 27 (logo): USA Interactive Engages worldwide in the business of interactivity via the Internet, the television and the telephone. Prepared 8/07/02 - Read important disclaimer(s) Slide 28 (logo): USA Interactive Prepared 8/07/02 - Read important disclaimer(s)Amazon NM 47x NM eBay 56% 47x 60% Yahoo! 83% 49x 83% USA 58% 31x 122%