UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2002 USA INTERACTIVE (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, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 99.1 Investor Presentation Materials, dated May 23, 2002, for use at the Goldman Sachs New Media & E-Commerce Conference. ITEM 9. REGULATION FD DISCLOSURE On May 23, 2002, the Registrant presented at the Goldman Sachs New Media & E-Commerce Conference. A copy of the Registrant's investor 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: May 23, 2002 EXHIBIT INDEX Exhibit No. Description 99.1 Investor Presentation Materials.
Exhibit 99.1 Slide 1 (logo): USA Interactive Dara Khosrowshahi, EVP & CFO Goldman Sachs 3rd Annual Internet & New Media Conference 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 5/23/02 - 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 5/23/02 - Read important disclaimer(s) Slide 4: Fortune 500's Fastest Growing Company $ in millions 102% Annual Actual Revenue Growth, 1996-2002B USA Networks 1996 $75 USA Interactive 2001 $5,285 2002B $5,092 2003B $5,557
Historical data represents ownership of acquired companies from date of acquisition. Budgeted data is from USA budget as filed with the SEC on January 29, 2002. Prepared 5/23/02 - Read important disclaimer(s) Slide 5: EBITDA Growth $ in millions 85% Annual EBITDA Growth, 1996-2002B Historical data represents ownership of acquired companies from date of acquisition. Budgeted data is from USA budget as filed with the SEC on January 29, 2002. Prepared 5/23/02 - Read important disclaimer(s) Slide 6: Shares Outstanding shares in millions 18% Annual Growth in Share Base, 1996-Today
USA Networks 1996 $19 USA Interactive 2001 $807 2002B $762 2003B $850 USA Networks 1996 185 million USA Interactive 2001 765 million Today 447 million
Actual common basic shares outstanding, assuming the exchange of all outstanding exchangeable subsidiary equity. Pro forma for stock splits. Prepared 5/23/02 - Read important disclaimer(s) Slide 7: Net Cash & Investments Today = $5.9 Billion Pro Forma as of 3/31/021996 Net Cash: $272 million Investments: $30 million 2001 Net Cash: $580 billion Investments: $66 million Today Net Cash: $2.9 billion Investments: $2.9 billion Source: USA public documents as filed with the SEC. Amounts are presented on a pretax basis, based on balance sheet carrying values. See USA proxy filed in connection with the Vivendi transaction for additional information. Prepared 5/23/02 - Read important disclaimer(s) 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% 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 5/23/02 - Read important disclaimer(s) Slide 9: Huge Opportunity $ in billions Interactive Commerce - U.S. Gross Transaction Value ("GTV") CAGR = 29% 1999 $42 2000 $64 2001 $87 2002E $110 2003E $137 2004E $169 2005E $207 2006E $253
Source: Shop.org / BCG (5/01); PhocusWright (10/01); Comscore Networks (1/02); Jupiter (10/01, 11/01, 4/00, 10/00); compiled estimates from various other Wall Street analysts and internal estimates. Includes B2C online commerce, online financial services and online classifieds. Prepared 5/23/02 - Read important disclaimer(s) Slide 10: USA's Organic Share Share of Interactive Commerce - U.S. (EST.) $ in billions1999 6% 2000 7% 2001 7% 2002E 8% 2003E 8% 2004E 9% 2005E 10% 2006E 10%
Source: Shop.org/BCG (5/01; Comscore Networks (1/02); Jupiter (10/01, 11/01, 4/00, 10/00); compiled estimates from various other Wall Street analysts and internal estimates. Includes B2C online commerce, online financial services and online classifieds. USAbudget/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 5/23/02 - Read important disclaimer(s) Slide 11: #9 in Online Reach unique visitors in millions April 2002 Combined Home/Work Unique Visitors AOL 93.0 MSN 83.8 Yahoo 80.2 Terra Lycos 40.3 About/Primedia 36.6 Google 34.2 Amazon 29.5 eBay 29.5 USAI 27.2 CNET 24.0
Source: Media Metrix top 100 and Customer entity reports from April 2002. Pro forma for Vivendi transaction. Prepared 5/23/02 - Read important disclaimer(s) Slide 12: Multiple Categories USA's Q1 2002 GTV Online travel / hotel rooms: 48% Ticketing: 36% Merchandise: 15% Personals: 1% Pro forma for Vivendi and Expedia transactions. Prepared 5/23/02 - Read important disclaimer(s) Slide 13: Travel: Quickly Migrating Online Online Penetration by Category - U.S.2000 Air 10.0% Car 8.0% Hotel 5.0% Cruise / Tour 1.0%
Source: Jupiter research dated May 2002. Represents penetration for leisure and managed travel . Prepared 5/23/02 - Read important disclaimer(s) Slide 14: Ticketing: Online Success Ticketmaster % Revenues Online2005E Air 24.0% Car 21.0% Hotel 13.0% Cruise / Tour 5.0% 1999 13% 2000 25% 2001 32% 2002 EOY Goal 45%
Prepared 5/23/02 - Read important disclaimer(s)
Slide 15: HSN.com HSN.com % of HSN Revenues 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% Prepared 5/23/02 - Read important disclaimer(s) Slide 16: Personals: The Opportunity Online Single Adults in U.S. Has Tried Online Dating: 5% Source: Strategic Research Co. study for Match dated 11/01. Prepared 5/23/02 - Read important disclaimer(s) * Based on USA budget as filed with the SEC on 1/29/02, this number would be $0.47. Prepared 5/23/02 - Read important disclaimer(s) Slide 18: Significant Margin Expansion EBITDA Margins
Slide 17: Leverage in All Areas Q1 '02: EBITDA Margin $ Increase in EBITDA Q1 '01 Q1 '02 per $ Increase in Revenue HSN - U.S. 13.1% 14.6% $0.26 Ticketing 20.1% 22.0% $1.06* Hotels.com 15.0% 15.6% $0.17 Expedia 7.9% 29.8% $0.51 Match.com 3.1% 27.2% $0.40 Operating Businesses 13.1% 16.8% $0.32 USA Total 8.5% 13.1% $0.44
Operating Businesses 1999 12.6% 2000 12.6% 2001 14.6% 2002B 15.8% 2003B 17.2% Total Businesses 1999 7.1% 2000 7.2% 2001 9.5% 2002B 13.3% 2003B 15.3% Source: USA budget as filed with the SEC on January 29, 2002. Prepared 5/23/02 - Read important disclaimer(s) Securities in VUE are presented on a pretax basis, based on balance sheet carrying values. See USA proxy filed in connection with the Vivendi transaction for additional information. Attributable ownership based on treasury method, fully diluted ownership of USA's publicly-traded subsidiaries. Ticketmaster cash excludes $93 million of cash due to clients. Pro forma for redemption of Savoy debentures, which will occur on 5/31/02. Prepared 5/23/02 - Read important disclaimer(s) Slide 20: Pro Forma Revenue Growth $ in millions 22% Average Annual Revenue Growth Operating Businesses 1999 $2,235 2003B $4,961
Slide 19: Strong Balance Sheet $ in billions Pro Forma as of 3/31/02 Cash: Consolidated Attributable USA $2.6 $2.6 Ticketmaster 0.1 0.1 Hotels.com 0.3 0.2 Expedia 0.4 0.2 Total Cash $3.5 $3.1 Securities in VUE $2.9 $2.9 Debt & Preferred: Debt $0.5 $0.5 Convertible Preferred 0.6 0.6 Total Debt & Preferred $1.2 $1.2 Net Cash $2.9 $2.6 Net Cash & Investments $5.2 $4.9 Operating Businesses include: HSN (U.S.), Ticketing, Hotels.com, Expedia, Precision Response, Match.com, and Corporate and other. Source: USA budget as filed with the SEC on January 29, 2002. Prepared 5/23/02 - Read important disclaimer(s) Slide 21: Pro Forma EBITDA Growth $ in millions 32% Average Annual EBITDA Growth 1999 $282 2003B $851 Operating Businesses include: HSN (U.S.), Ticketing, Hotels.com, Expedia, Precision Response, Match.com, and Corporate and other. Source: USA budget as filed with the SEC on January 29, 2002. Prepared 5/23/02 - Read important disclaimer(s) Based on USA budget as filed with the SEC on January 29, 2002. Does not include emerging
Slide 22: Attributable Operating EBITDA $ in millions 2000 2001 2002B 2003B Operating EBITDA: $364 $484 $648 $851 Less: Non-Attributable Operating EBITDA: Ticketmaster (34) (36) (43) (49) Match (2) (6) (10) (19) Expedia 19 (30) (44) (58) Hotels.com (18) (27) (37) (53) Total (35) (99) (134) (179) Attributable Operating EBITDA $329 $385 $514 $672 F.D. Ownership % Ticketmaster 66% Match 66% Expedia 51% Hotels.com 66% businesses. USA ownership of publicly-traded subsidiaries based on fully diluted, treasury method shares as of 5/21/02. Prepared 5/23/02 - Read important disclaimer(s) Based on USA budget as filed with the SEC on January 29, 2002. Does not include emerging businesses. Securities in VUE are presented on a pretax basis, based on balance sheet carrying values. See USA proxy filed in connection with the Vivendi transaction for additional information. USA ownership of publicly-traded subsidiaries based on fully diluted, treasury method shares as of 5/21/02. Prepared 5/23/02 - Read important disclaimer(s)
Slide 23: Perspective amounts in billions, except per share USA Share Price (5/21/02) $28.61 Filly Diluted Shares Outstanding 474 Market Capitalization $13.6 Attributable Net Cash & Investments: Cash $3.1 Investments 2.9 Less: Debt & Preferred (1.2) Attributable Net Cash & Investments $4.9 Enterprise Value $8.7 2003B Attributable Operating EBITDA, less HSN distribution amortization $607 2003B Multiple 14x Other companies' projections based on Morgan Stanley and Deutsche Bank analyst estimates. All results pro forma.
Slide 24: Growth Rates vs Multiples Select Media Companies 2000-2003E 2003E EBITDA CAGR Multiple Q1 EBITDA Growth Viacom 8% 16x -5% AOL 8% 14x 3% Disney -5% 13x -29% USA 53% 14x 77% Prepared 5/23/02 - Read important disclaimer(s) Other companies' projections based on CIBC, Merrill Lynch and Thomas Weisel analyst estimates. All results pro forma. Prepared 5/23/02 - Read important disclaimer(s)
Slide 25: Growth Rates vs Multiples Select Interactive Companies 2000-2003E 2003E EBITDA CAGR Multiple Q1 EBITDA Growth Amazon 157% 33x NM Ebay 59% 25x 85% Yahoo! 134% 37x 2744% USA 54% 14x 77% As of April 15, 2002. Range for preferred represents number of common shares issuable for preferred at initial conversion price and maximum number of common shares issuable. Conversion price subject to a downward adjustment to the extent USA's stock price exceeds $35.10. Does not include 1.1 million shares underlying Savoy debentures which will be redeemed on May 31, 2002. Prepared 5/23/02 - Read important disclaimer(s) Slide 27: Dilution at Various Prices shares in millions Theoretical USA Stock Price
Slide 26: Potential Dilution Number of Strike / Security Shares (mm) Conversion Employee Stock Options 71.5 $11.52 (weighted average) Preferred issued in Expedia transaction 19.4 - 25.7 $33.75 (initial) Warrants issued in Expedia transaction 14.6 $35.10 Warrants issued in Vivendi transaction: 1st Tranche 24.2 $27.50 2nd Tranche 24.2 $32.50 3rd Tranche 12.1 $37.50 $30 $50 $75 $100 Pro Forma Basic Shares Outstanding 447 447 447 447 Dilution From: Employee Stock Options 27 34 38 40 Preferred issued in Expedia transaction 0 21 23 24 Warrants issued in Expedia transaction 0 4 8 9 Warrants issued in Vivendi transaction: Exercise Price of $27.50 2 11 15 18 Exercise Price of $32.50 0 8 14 16 Exercise Price of $37.50 0 3 6 8 Total Dilution 29 82 103 114 Pro Forma Fully Diluted Shares Outstanding 476 529 550 560 Dilution % 6% 16% 19% 20%
As of April 15, 2002. Range for preferred represents number of common shares issuable for preferred at initial conversion price and maximum number of common shares issuable. Conversion price subject to a downward adjustment to the extent USA's stock price exceeds $35.10. Does not include 1.1 million shares underlying Savoy debentures which will be redeemed on May 31, 2002. Prepared 5/23/02 - Read important disclaimer(s) Slide 28: Historical Price Performance USAI CAGR = 36% (graph showing relative performance of USAI, an Entertainment Index, and the Nasdaq from January 1997 through January 2002) Source: MSN Moneycentral Date range is from closing of HSN / Silver King merger to 5/17/02. Prepared 5/23/02 - Read important disclaimer(s) Slide 29: Important Clear Strategy Strong Growth Prospects Great Operating Leverage Flexible Balance Sheet Proven Track RecordUnique & Leading Positions Compelling Valuation Prepared 5/23/02 - Read important disclaimer(s) Slide 30: 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. This presentation refers to budgeted data from the USA budget as filed with the Securities and Exchange Commission on January 29, 2002. The budgeted data is as of January 29, 2002 and is not being updated as of the date hereof. 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. Slide 31: USA Interactive logo Engages worldwide in the business of interactivity via the Internet, the television and the telephone.