Filed by USA Interactive
Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Hotels.com
Commission File No. 000-29575
SEE IMPORTANT NOTES AT END OF DOCUMENT
FOR IMMEDIATE RELEASE | May 1, 2003 |
USA REPORTS EXCELLENT FIRST QUARTER
Adjusted
EPS Grows 155% to $0.16; GAAP EPS of $(0.23)
EBITA Grows 120% to $173 million; Operating Income Grows 236% to $93 million
Free Cash Flow and Net Cash Provided by Operating Activities Exceed $400 million
|
Q1 2003 |
Q1 2002 |
Growth |
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---|---|---|---|---|---|---|---|---|---|
|
$ in millions, except per share |
||||||||
Gross Transaction Value(a) | $ | 4,141 | $ | 2,782 | 49 | % | |||
Revenue(a) | $ | 1,392 | $ | 1,007 | 38 | % | |||
EBITA(b) | $ | 173 | $ | 79 | 120 | % | |||
Operating Income(c) | $ | 93 | $ | 28 | 236 | % | |||
GAAP Diluted EPS(c) | $ | (0.23 | ) | $ | (1.04 | ) | 78 | % | |
Adjusted EPS(b) | $ | 0.16 | $ | 0.06 | 155 | % |
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stock. Since Liberty's pre-emptive rights with respect to the Expedia and the Hotels.com mergers are pending, the figures presented herein assume that Liberty has not exercised its pre-emptive right with respect to either transaction.
NEW YORK, May 1, 2003USA Interactive reported results for its quarter ended March 31, 2003.
NET INCOME/ADJUSTED NET INCOME
Adjusted Net Income generally captures all income statement items that are ultimately settled in cash. The following table shows the reconciliation from Net Income to Adjusted Net Income. All results are pro forma, as described on page 1. See pages F-1 and F-2 for full details on actual and adjusted results.
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Q1 2003 |
Q1 2002 |
Growth |
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---|---|---|---|---|---|---|---|---|---|---|
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$ in millions |
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Diluted net income | $ | (112.1 | ) | $ | (438.6 | ) | 74 | % | ||
Pro forma adjustments(a) | (17.3 | ) | (64.5 | ) | 73 | % | ||||
One-time items(b) | 1.3 | 461.4 | -100 | % | ||||||
Pro forma adjusted diluted net income | (128.1 | ) | (41.6 | ) | -208 | % | ||||
Amortization of non-cash compensation | 68.1 | 65.7 | 4 | % | ||||||
Amortization of non-cash distribution and marketing | 10.5 | 11.0 | -5 | % | ||||||
Amortization of other intangibles (non-cash) | 57.1 | 46.7 | 22 | % | ||||||
Equity (income)/loss from 5.44% common interest in VUE(c) | 243.3 | | NM | |||||||
Less: related tax and minority interest | (140.9 | ) | (38.7 | ) | -264 | % | ||||
Adjusted Net Income | $ | 110.1 | $ | 43.1 | 156 | % | ||||
Adjusted EPS | $ | 0.16 | $ | 0.06 | 155 | % | ||||
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already consolidated these entities, and are all related to the same transaction, as USA simultaneously announced its intention to commence its exchange offers for the companies in 2002. The majority of costs are for advisory services provided by investment bankers, and the amounts incurred in 2003 were pursuant to the same fee letters entered into by each company in 2002. One-time items in 2002 reflect the cumulative effect of accounting related to the adoption of the new rules for goodwill.
NET CASH PROVIDED BY OPERATING ACTIVITIES / FREE CASH FLOW
Net cash provided by operating activities includes Ticketmaster's net cash collected on behalf of clients. Management does not include this cash in its analysis of available cash and it is therefore excluded from Free Cash Flow.
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Q1 2003 |
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|
$ in millions |
||||
Net Cash Provided by Operating Activities | $ | 463.7 | |||
Capital expenditures | (31.8 | ) | |||
Ticketmaster net cash collected on behalf of clients | (22.6 | ) | |||
Preferred dividend paid | (3.3 | ) | |||
Free Cash Flow | $ | 406.0 | |||
While the strength of USA's Q1 free cash flow stems in large part from robust business performance, we do not expect free cash flow to grow over the remainder of the year at the rate experienced in Q1, which benefited from a number of factors. We experienced increases cash flow as a result of an increase in working capital of $223 million, primarily from the seasonally strong sale of merchant hotel rooms by Expedia and Hotels.com. In addition, Q1 free cash flow benefited from timing related increases in working capital, including at HSN U.S.
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SEGMENT RESULTS
USA has modified slightly how it looks at segment operating results to reflect our recent corporate simplification. Please see page F-3 for revenue, EBITA and Operating Income by business unit, and page F-4 for full reconciliations of EBITA to Operating Income:
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Q1 2003 |
Q1 2002 |
Growth |
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---|---|---|---|---|---|---|---|---|---|---|---|
|
$ in millions |
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REVENUE | |||||||||||
Travel Services(a) | $ | 545.1 | $ | 281.7 | 93 | % | |||||
Electronic Retailing(b) | 530.2 | 460.3 | 15 | % | |||||||
Information & Services: | |||||||||||
Ticketing | 195.1 | 153.4 | 27 | % | |||||||
Personals | 40.9 | 25.4 | 61 | % | |||||||
Local Services | 8.4 | 7.3 | 15 | % | |||||||
Teleservices | 71.4 | 70.1 | 2 | % | |||||||
Other(c) | 1.0 | 9.2 | -89 | % | |||||||
Total | $ | 1,392.1 | $ | 1,007.4 | 38 | % | |||||
EBITA(d) | |||||||||||
Travel Services(a) | $ | 103.7 | $ | 55.7 | 86 | % | |||||
Electronic Retailing(b) | 50.1 | 27.0 | 86 | % | |||||||
Information & Services: | |||||||||||
Ticketing | 41.4 | 24.0 | 72 | % | |||||||
Personals | 2.7 | 5.6 | -52 | % | |||||||
Local Services | (6.8 | ) | (10.4 | ) | 35 | % | |||||
Teleservices | 0.2 | (3.2 | ) | NM | |||||||
Corporate | (13.3 | ) | (10.3 | ) | -29 | % | |||||
Other(c) | (5.1 | ) | (9.9 | ) | 49 | % | |||||
Total | $ | 173.0 | $ | 78.5 | 120 | % | |||||
OPERATING INCOME(e) | |||||||||||
Travel Services(a) | $ | 69.9 | $ | 31.6 | 121 | % | |||||
Electronic Retailing(b) | 33.1 | 15.3 | 116 | % | |||||||
Information & Services: | |||||||||||
Ticketing | 34.3 | 21.5 | 59 | % | |||||||
Personals | 0.6 | 2.9 | -79 | % | |||||||
Local Services | (19.4 | ) | (22.5 | ) | 14 | % | |||||
Teleservices | 0.2 | (3.2 | ) | NM | |||||||
Corporate | (19.0 | ) | (12.3 | ) | -54 | % | |||||
Other(c) | (6.2 | ) | (5.6 | ) | -12 | % | |||||
Total | $ | 93.5 | $ | 27.8 | 236 | % | |||||
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CAPITALIZATION
USA management looks at its capitalization as shown below. USA has cash, securities, debt and preferred stock on its balance sheet, which have been adjusted as follows: 1) Cash is adjusted to exclude net cash collected on behalf of clients by Ticketmaster and to reflect exercise of Liberty's pre-emptive right related to Ticketmaster merger; 2) Securities in VUE are adjusted to reflect the estimated after-tax present value of these securities; 3) Preferred stock is adjusted to reflect the face value of the security (amounts in millions):
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As of 3/31/03 |
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Balance Sheet Carrying Value |
Adjustment |
As Adjusted |
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Cash and marketable securities(a) | $ | 3,866 | $ | 91 | (b) | $ | 3,957 | |||
Securities in VUE | 2,737 | (534 | )(c) | 2,203 | (c) | |||||
Available cash and cash equivalents | 6,603 | (443 | ) | 6,160 | ||||||
Long-term debt(d) | (1,206 | ) | | (1,206 | ) | |||||
Preferred stock | (0 | ) | (656 | )(e) | (656 | ) | ||||
Net cash and securities | $ | 5,397 | $ | (1,099 | ) | $ | 4,298 | |||
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As of 4/15/03 |
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Actual |
Pro Forma(g) |
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Shares outstanding(f): | |||||||
Basic shares outstanding | 514.9 | 652.0 | |||||
Treasury method options, warrants and restricted stock | 23.4 | 58.8 | |||||
Diluted shares outstanding | 538.3 | 710.8 | |||||
Market Capitalization | $ | 15,132 | $ | 19,979 |
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the extent sufficient funds at Euvia are available. Otherwise, the instrument is on par with Euvia's common equity interests. Also includes $750.0 million of debt issued in December 2002, which is due in January 2013.
RESTRICTED STOCK AND DILUTIVE SECURITIES
USA has outstanding approximately 3.8 million shares of restricted stock (pro forma for the pending Expedia merger and the pending Hotels.com merger) which vest principally over a period of two to five years, including 3.4 million shares issued in 2003. USA also has several tranches of dilutive securities (warrants, convertible preferred, and options), including securities initially issued by subsidiaries, which have been, or will be, converted to USA securities. USA's significant issuances are as follows (amounts in millions, except per share):
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Avg. Strike |
USA Shares |
||||
---|---|---|---|---|---|---|
Warrants | ||||||
USA Warrants Issued in Vivendi Transaction | $ | 27.50 | 24.2 | |||
USA Warrants Issued in Vivendi Transaction | $ | 32.50 | 24.2 | |||
USA Warrants Issued in Vivendi Transaction | $ | 37.50 | 12.1 | |||
USA Warrants Issued in Expedia transaction | $ | 35.10 | 14.6 | |||
Expedia Warrants Issued in Expedia Transaction(a)(b) | $ | 13.39 | 24.3 | |||
Ticketmaster Warrants(a)(c) | $ | 32.09 | 2.8 | |||
Ticketmaster Warrants(a)(c) | $ | 64.17 | 1.4 | |||
Hotels.com Performance Warrants(a)(d) | $ | 19.79 | 5.3 | |||
Convertible Preferred(e) | $ | 33.75 | 19.4 | |||
Options | $ | 11.03 | 126.8 |
DISCUSSION OF OPERATING RESULTS
TRAVEL SERVICES
For the quarter, Travel Services revenue increased 93% to $545.1 million from $281.7 million, and EBITA increased 86% to $103.7 million from $55.7 million, despite being adversely impacted by the
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effects of the war. Growth was driven by strong results at Expedia and Hotels.com. Expedia's revenue increased 71% on strong air and hotel bookings; merchant room night stays increased 72%. Expedia's sale of packages also contributed significantly, growing 137% from the prior year period. Hotels.com's revenue grew 67% on a 63% increase in room nights stayed, while EBITA margins dropped from 15.2% to 11.8% due to higher advertising and promotion expense, which was $12.1 million in Q1 2003 vs. $4.6 million in Q1 2002. While bookings in late March and early April have been adversely affected by the war, bookings through April suggest that we are tracking well against budgeted revenue.
Highlights:
Metrics:
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Q1 2003 |
Q1 2002 |
Growth |
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---|---|---|---|---|---|---|---|---|---|---|
EXPEDIA | ||||||||||
Gross Bookings(mm) | ||||||||||
Total gross bookings(a) | $ | 1,802 | $ | 1,107 | 63 | % | ||||
Agency gross bookings | 1,190 | 797 | 49 | % | ||||||
Merchant gross bookings (includes CCV) | 612 | 310 | 97 | % | ||||||
CCV gross bookings | 74 | 18 | 311 | % | ||||||
International gross bookings | 195 | 85 | 129 | % | ||||||
North America gross bookings | 1,607 | 1,022 | 57 | % | ||||||
Additional Metrics (000s) | ||||||||||
Revenue from packages | 60,308 | 25,456 | 137 | % | ||||||
Total room nights stayed | 3,462 | 2,042 | 70 | % | ||||||
Merchant room nights stayed | 2,825 | 1,644 | 72 | % | ||||||
Merchant hotel average daily rate | $ | 127.00 | $ | 118.00 | 8 | % | ||||
Customers (000s) | ||||||||||
New purchasing customers (000s)(b) | 1,838 | 1,316 | 40 | % | ||||||
Cumulative purchasing customers (000s)(c) | 14,197 | 7,610 | 87 | % | ||||||
Unique purchasing customers (000s)(d) | 2,707 | 1,874 | 44 | % |
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|
Q1 2003 |
Q1 2002 |
Growth |
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---|---|---|---|---|---|---|---|---|---|---|---|
HOTELS.COM | |||||||||||
Room nights stayed (net of cancels) (000s) | 2,301 | 1,408 | 63 | % | |||||||
Average daily rate | $ | 116.00 | $ | 115.70 | 0 | % | |||||
Affiliates (including TravelNow) | 36,659 | 25,755 | 42 | % | |||||||
Cities served | 362 | 218 | 66 | % | |||||||
U.S. | 203 | 146 | 39 | % | |||||||
International | 159 | 72 | 121 | % | |||||||
Properties under contract | 8,081 | 6,058 | 33 | % | |||||||
INTERVAL(a) | |||||||||||
Active members | 1,522,249 | 1,359,146 | 12 | % | |||||||
Total confirmations | 224,508 | 220,079 | 2 | % | |||||||
Share of confirmations online | 13.2 | % | 8.2 | % | |||||||
TV TRAVEL SHOP (Households)(a) | 11.3 | N/A |
ELECTRONIC RETAILING
For the quarter, Electronic Retailing revenue increased 15% to $530.2 million from $460.3 million, and EBITA increased 86% to $50.1 million from $27.0 million. Growth was driven by strong results at HSN International, including a 42% increase in revenue at HSEGermany, and a $30.8 million revenue contribution from Euvia, which exceeded expectations due to strong call volume and an override commission. Euvia results were not included in the year-ago period. HSN International also benefited from favorable exchange rates, as the sales increase at HSEGermany in local currency was 16%.
HSN-U.S. increased revenue by 5% and EBITA by 8%, which was close to our Q1 EBITA budget. HSN-U.S. benefited from an increase in gross margins to 36.5% from 35.4% in the prior year period. Electronic Retailing experienced revenue growth despite softer sales in the period surrounding the war in Iraq.
Highlights:
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Metrics:
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Q1 2003 |
Q1 2002 |
Growth |
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---|---|---|---|---|---|---|---|---|---|---|---|
HSNU.S. (Households as of end of period) | |||||||||||
Units Shipped(mm) | 10.4 | 9.8 | 6 | % | |||||||
Gross Profit % | 36.5 | % | 35.4 | % | 110 bps | ||||||
Return Rate | 18.0 | % | 18.9 | % | |||||||
Average price point | $ | 43.98 | $ | 44.62 | -1 | % | |||||
Product mix: | |||||||||||
Home Hard Goods(a) | 30 | % | 32 | % | |||||||
Home Fashions | 8 | % | 7 | % | |||||||
Jewelry | 22 | % | 24 | % | |||||||
Health/Beauty | 28 | % | 24 | % | |||||||
Apparel/Accessories | 12 | % | 13 | % | |||||||
HSN total homes(mm) | 79.5 | 74.9 | 6 | % | |||||||
HSN FTES(mm)(b) | 69.8 | 65.6 | 6 | % | |||||||
America's Store total FTEs(mm)(b) | 9.6 | 10.2 | -6 | % | |||||||
HSN.com % of Sales | 14 | % | 11 | % |
|
Q1 2003 |
Q1 2002 |
Avg. Hrs. Daily |
3/31/03 Stake |
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---|---|---|---|---|---|---|---|---|---|---|---|
HSN INTERNATIONAL (Households as of end of period) | |||||||||||
HSEGermany (includes Austria/Switzerland) | 30.9 | 29.8 | 16 | 90 | % | ||||||
TVSN (China)(a) | 64.0 | 80.0 | 1 | 21 | % | ||||||
Shop Channel (Japan) | 14.9 | 11.9 | 17 | 30 | % | ||||||
Euvia:(b) | |||||||||||
Euvia Travel(c) | 29.4 | 26.3 | 2.4 | 49 | % | ||||||
Neun Live(c) | 27.7 | 26.3 | 9.6 | 49 | % |
TICKETING
For the quarter, Ticketmaster revenue increased 27% to $195.1 million from $153.4 million, and EBITA increased 72% to $41.4 million from $24.0 million. Revenue growth was driven by an increase in tickets sold and higher revenue per ticket. A 9% increase in domestic tickets sold and a 30% increase in international tickets sold was primarily due to strength in Ireland and Canada and sales in the Netherlands and Denmark not included in the prior period, offset by a 2% decrease in tickets sold in the U.K., principally due to the effects of the war in Iraq which reduced the number of live events that went on sale. Online sales reached their highest levels ever at 47.4% for the quarter, up from
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37.8% in Q1 2002. Domestic growth was also driven by an increase in summer concert ticket on-sales in the U.S., as promoters shifted sale of summer concert tickets in anticipation of the war in Iraq. As such, some of the volume increases in the first quarter are expected to be offset by declines in the second quarter from originally expected levels of ticket sales.
Highlights:
Metrics:
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Q1 2003 |
Q1 2002 |
Growth |
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---|---|---|---|---|---|---|---|---|---|---|
TICKETMASTER | ||||||||||
Number of tickets sold(mm) | 27.1 | 23.9 | 13 | % | ||||||
Gross value of tickets sold(mm) | $ | 1,265 | $ | 997 | 27 | % | ||||
Share of tickets sold online | 47.4 | % | 37.8 | % |
PERSONALS
For the quarter, Personals revenue increased 61% to $40.9 million from $25.4 million, while EBITA declined 52% to $2.7 million from $5.6 million. The lower EBITA is primarily attributable to higher sales and marketing expenses in the quarter of $19.3 million, a 138% increase over the prior year period. Paid member count on Match.com at the end of the quarter increased to 766.6 thousand from 724.8 thousand at the end of 2002. Paid member counts are not expected to increase sequentially in Q2, as Q2 is seasonally weak for the personals business. While Q1 paid member growth increased strongly from the prior year period, a higher termination rate has led to a reduction in the paid member count on Match.com in March. The higher termination rate is believed to have resulted from a shift towards shorter-lived products in response to a company promotion that has since been discontinued. The termination rate has improved in Q2 to date. The number of paid subscribers at the end of the second quarter is expected to drop on a sequential basis but is still expected to substantially increase compared to the prior year period. Match.com is expecting to increase its paid member count in the second half of the year as the company further emphasizes longer-lived products and as a new product roll-out is expected to increase the number of new and renewal subscribers.
Highlights:
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Metrics:
|
Q1 2003 |
Q1 2002 |
Growth |
|||||
---|---|---|---|---|---|---|---|---|
MATCH.COM(a) | ||||||||
Paid Subscribers (000s) | 766.6 | 527.7 | 45 | % | ||||
New Registrations (000s) | 3,429.8 | 2,911.7 | 18 | % | ||||
New Subscriptions (000s) | 361.4 | 342.4 | 6 | % | ||||
Conversion rateregistrations to subscriptions | 10.5 | % | 11.8 | % |
LOCAL SERVICES
For the quarter, Local Services revenue increased 15% to $8.4 million from $7.3 million, and EBITA improved to a loss of $6.8 million from a loss of $10.4 million. Excluding the results of EPI which was acquired March 25, 2003, and is not included in the prior year, revenue decreased by 1% and EBITA improved to a loss of $6.1 million.
Highlights:
OTHER ITEMS
The quarter's results include estimated non-cash charges related to the pending Expedia and Hotels.com transactions, which are subject to finalization following the close of the transactions. These charges consist of non-cash compensation expense related to expense for the fair value of unvested options assumed by USA in the transactions, and non-cash amortization related to step-up in basis of the assets to be acquired.
DEFINITIONS
Please note several definition changes: (1) the definition of Free Cash Flow has been slightly altered from USA's most recent disclosure to exclude net cash collected on behalf of clients by Ticketmaster, and (2) Adjusted Net Income, Adjusted EPS and EBITA do not exclude non-recurring items other than one-time items.
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Adjusted Net Income generally captures all income statement items that have been, or will ultimately be, settled in cash and is defined as net income available to common shareholders plus: (1) amortization of non-cash distribution and marketing expense, (2) amortization of non-cash compensation expense, (3) amortization of intangibles (and goodwill in 2001), net of related tax and minority interest expense, (4) equity income or loss from USA's 5.44% interest in VUE, (5) pro forma adjustments and (6) one-time items. See page 2 for more detail. Adjusted EPS is defined as Adjusted Net Income divided by fully diluted shares outstanding for Adjusted EPS purposes (see pages F-1, F-2, F-3 and F-4 for details).
Free Cash Flow is defined as Net Cash Provided by Operating Activities, less capital expenditures, investments to fund HSN International unconsolidated operations, net cash collected on behalf of clients by Ticketmaster and preferred dividends paid. Free cash flow also includes cash received and tax payments related to the VUE securities.
EBITA is defined as operating income plus (1) amortization of non-cash distribution, marketing, and compensation expense, (2) amortization of other intangibles, (3) disengagement related payments to cable operators and marketing expenses related to the transfer of HSN's distribution to cable (which has been accomplished), (4) pro forma adjustments and (5) one-time items.
NON-GAAP FINANCIAL MEASURES
The SEC recently issued guidance regarding the use of non-GAAP financial measures, which are defined as a numerical measures of a registrant's historical or future financial performance, financial position or cash flows that:
USA executive management believes that certain non-GAAP measures, including EBITA, Adjusted Net Income, Adjusted EPS and Free Cash Flow, are helpful, when presented in conjunction with the comparable GAAP measures. The non-GAAP measures are not meant to replace or supercede the GAAP measures, but rather to supplement the information to present the readers of the financial statements the same information as management considers in assessing the results of operations and performance of the business units.
When presenting non-GAAP financial measures the Company will present a reconciliation of the most directly comparable GAAP measures. These non-GAAP measures are consistent with how management views the results of operations in assessing performance. The final rules on these measures were just released in January, so we, like the rest of the world, are in the process of interpreting the rules. While we believe that the measures we present comply with the rules, we will continue to monitor any developments in their interpretation. Accordingly, we can give no assurance that we will be able to provide these or comparable measures in future filings.
Non-GAAP financial measures fall into two categories(1) measures of performance that are different from that presented in the GAAP financial statements (for example, net income versus Adjusted Net Income), or (2) measures of liquidity different from cash flow or cash flow from operations computed in accordance with GAAP.
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Performance Based Measurements
Definitions of Measurements that USA will Use
Going forward, EBITA, Adjusted Net Income and Adjusted EPS are the primary measures of USA executive management to review the operating performance of the business units. These measures are prominently displayed in USA's 2003 budget presentation; the actual results received from the business units, and investor presentations by USA executive management. Furthermore, incentive compensation is directly linked to achieving EBITA and Adjusted Net Income targets. It is important to note that USA does not adjust for non-cash items because they are non-recurring, but rather because USA management excludes these items in reviewing the operating performance of the business units and the overall results of USA.
Discussion of Non-Cash Items
Non-cash distribution and marketing refers to arrangements whereby the Company has secured distribution for its products and services in exchange for providing advertising and, in some cases, warrants to purchase stock in Hotels.com. Sufficient advertising to satisfy the existing obligations has been secured pursuant to an agreement with Universal TV (formerly USA Cable) related to the USA transaction with Vivendi Universal Entertainment (the "VUE Transaction"). The warrants were issued predominately at the time of Hotels.com initial public offering. Current arrangements do not provide for cash payments to secure distribution.
To date, non-cash compensation has been a relatively small amount, but the Company began to expense stock based compensation in accordance with FASB Statement No. 123, measured as the fair value of the equity instruments, over their vesting terms. Restricted stock will account for the majority of stock based compensation, with the charge measured at the grant date and amortized ratably as non-cash compensation over the vesting term. Management views the true cost of restricted stock as the resulting dilution to common shareholders rather than the estimated fair value of the instrument that is used to record the expense. Consistent with management's view that the true cost is the dilution, for purposes of calculating Adjusted Net Income Per Share, all restricted shares are treated as outstanding for calculating the weighted average shares outstanding, and the treasury method convention is not used to reduce the shares outstanding. Note that the amount of non-cash compensation will be impacted by the mergers of Ticketmaster, Expedia and Hotels.com, as the Company will expense the fair value of unvested stock options assumed at the respective merger dates over the remaining vesting term.
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Management views its acquisitions on a long-term basis. The Company has historically been acquisitive, and, as a result, large balances of intangible assets have been estimated and recorded over time. Management evaluates acquisitions based on the total purchase price of the assets purchased versus the cash flows and income before non-cash expenses that the businesses generate. Management does not consider the possible intangibles that may result from the valuation of the fair value of assets and liabilities in making its acquisition decision, and thus the resulting amortization of intangibles is not relevant to management in evaluating the results of operations on an ongoing basis. The amounts created are indicative of accumulated intangibles that arose over time, in some instances many years, in establishing the business, such as contractual relationships with suppliers and distributors and customer relationship, and are not in lieu of future cash costs that may be incurred.
One-Time Items
The new rules offer guidelines for the treatment of non-recurring items, prohibiting adjustments identified as non-recurring, infrequent or unusual when (1) the nature of the charge or gain is such that it is reasonably likely to recur within two years, or (2) there was a similar charge or gain within the prior two years. USA will review items identified as non-recurring in future periods to ensure they comply with this guidance.
Reconciliation of Non-GAAP Measures to GAAP Measures and Presentation
When presenting non-GAAP financial measures, the most directly comparable GAAP measure will be presented in equal or greater prominence. In addition, USA will provide a reconciliation of each of the non-GAAP measures to the GAAP measures.
USA believes that the most comparable GAAP measures are as follows:
Non-GAAP Measures |
GAAP Measures |
|
---|---|---|
EBITA | Operating Income | |
Adjusted Net Income | Net Income available to common shareholders | |
Adjusted EPS | Diluted EPS |
Liquidity Measurements
Definition of Measurement that USA will Use
Free Cash Flow (Net Cash Provided by Operating Activities from continuing operations, less capital expenditures, investments to fund HSN International unconsolidated operations, net cash collected on behalf of clients by Ticketmaster, and preferred dividends. FCF also includes cash received and tax payments made related to the VUE securities.)
Free Cash Flow ("FCF") is the primary measure of USA executive management to review the ability of the business units to convert operating performance into cash, which can then be used to support reinvestments in current operations, acquisitions, or other strategic purposes. This measure is prominently displayed in USA's 2003 budget presentation; the actual results received from the business units, and investor presentations by USA executive management.
Discussion of Elements of Computation
Capital expenditures, taken directly from the cash flow statement, are utilized in the computation since they represent a significant portion of the Company's cash expenditures and are a direct reinvestment in the business units to increase future performance. The dividend on the preferred shares represents a financing decision by USA, so the dividend payments are treated similar to interest payments, which are included in operating cash flow. Funding to unconsolidated subsidiaries for
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operating purposes historically related to funding to HOT Networks, as each partner in the venture funded losses. Since HOT Networks was not consolidated, the funding was not reflected in operating cash flows. It is not expected that USA will continue to incur such costs, as HOT Networks is now consolidated and the Company's other joint ventures do not require significant cash funding. Net cash provided by operating activities includes Ticketmaster's net cash collections on behalf of clients. Management does not include Ticketmaster's net client cash collections in its analysis of available cash and it is therefore excluded from Free Cash Flow.
Reconciliation of Non-GAAP Measures to GAAP Measures
USA believes that the most comparable GAAP measure is Net Cash Provided By Operations, which is the starting point of FCF.
IMPORTANT
Hotels.com and Expedia, which USA being the controlling shareholder of both companies, are actively exploring areas where they might work together in a way that would benefit all their customers and stockholders. Although there continue to be many areas of their businesses where the companies can best achieve their goals through separate strategies and practices, there have been instances where, fully consistent with their existing contractual agreements, they have worked cooperatively, and we anticipate that they will continue to explore such possibilities in the future.
As previously announced, USA voluntarily petitioned the SEC to review the presentation of revenue by Hotels.com and Expedia for merchant hotel revenue, as Hotels.com presents such revenue on a gross basis and Expedia on a net basis. The SEC has concluded its review, and will not object to the presentation of both companies.
Analyst Conference Call
USA Interactive will audiocast its conference call with analysts and investors discussing the company's first quarter financial results and certain forward-looking information on Thursday, May 1, 2003, at 12:00 p.m. Eastern Time (ET). The live audiocast is open to the public at www.usainteractive.com/investor.relations.
Additional Information And Where To Find It
Safe Harbor Statement Under The Private Securities Litigation Reform Act Of 1995
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements relating to USA's anticipated financial performance, business prospects, new developments, new merchandising strategies and similar matters, and/or statements preceded by, followed by or that include the words "believes," "could," "expects," "anticipates," "estimates," "intends," "plans," "projects," "seeks," or similar expressions. These forward-looking statements are necessarily estimates reflecting the best judgment of USA's senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions that could have a material adverse effect on USA's business, financial condition or results of operations. You should understand that the following important factors could affect USA's future results and could cause those results to differ materially from those expressed in the forward-looking statements: (1) the risk that USA's and Expedia' businesses and/or USA's and Hotels.com's businesses will not be integrated successfully; (2) costs related to the proposed transactions; (3) material adverse changes in economic conditions generally or in such conditions affecting USA's markets or industries; (4) future regulatory
15
and legislative actions and conditions affecting USA's operating areas; (5) competition from others; (6) successful integration of our divisions' management structures; (7) product demand and market acceptance; (8) the ability to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms; (9) the ability to maintain the integrity of USA's systems and infrastructure; (10) the ability to expand into and successfully operate in foreign markets; (11) obtaining and retaining skilled workers and key executives, (12) acts of terrorism; and (13) war or political instability. In addition, investors should consider the other information contained in or incorporated by reference into USA's filings with the U.S. Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K for the fiscal year ended 2002, especially in the Risk Factors and the Management's Discussion and Analysis sections, and its Current Reports on Form 8-K. Other unknown or unpredictable factors also could have material adverse effects on USA's future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release.
USA is not under any obligation and does not intend, except as specifically stated, to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release to reflect circumstances existing after the date of this press release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.
In connection with the proposed merger transactions with Expedia and Hotels, USA Interactive and Expedia will file a proxy and information statement/prospectus and USA Interactive and Hotels.com will file an Information Statement/Prospectus, in each case with the Securities and Exchange Commission. Investors and security holders are urged to read carefully these documents regarding the proposed transactions when they become available, because they will contain important information. Investors and security holders may obtain a free copy of these documents (when each is available) and other documents containing information about USA Interactive, Expedia, Inc. and Hotels.com, without charge, at the SEC's web site at http://www.sec.gov. Free copies of USA Interactive's filings may be obtained by directing a request to USA Interactive, 152 West 57th Street, New York, New York, 10019, Attention: Investor Relations, free copies of Expedia's filings may be obtained by directing a request to Expedia, Inc. 13810 SE Eastgate Way, Suite 400, Bellevue, Washington 98005, Attention: Investor Relations, and free copies of Hotels.com's filings may be obtained by directing a request to Hotels.com, 8140 Walnut Hill Lane, Suite 203, Dallas, TX 75231, Attention: Investor Relations.
About USA Interactive
USA Interactive (Nasdaq: USAI) engages worldwide in the business of interactivity via the Internet, the television and the telephone. USA's multiple brands are organized across three areas: Electronic Retailing, Information & Services and Travel Services. Electronic Retailing is comprised of HSN, America's Store, HSN.com, and Home Shopping Europe and Euvía in Germany. Information & Services includes Ticketmaster, Match.com, uDate, Citysearch, Evite, Entertainment Publications and Precision Response Corporation. Travel Services consists of Expedia (Nasdaq: EXPE), Hotels.com (Nasdaq: ROOM), Interval International, TV Travel Group and USA's forthcoming U.S. cable travel network.
Contacts: | USA Communications: | USA Investor Relations: | ||
Ron Sato 212-314-7254 |
Roger Clark/Lauren Rosenfield 212-314-7400 |
16
USA Interactive
RECONCILIATION FROM ACTUAL TO ADJUSTED RESULTS
($ in thousands except per share amounts)
|
Three Months Ended March 31, 2003 |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Actual |
Pro Forma Adjustments(a) |
Pro Forma |
One-Time Items(b) |
Pro Forma Adjusted |
|||||||||||||
Revenues, net | $ | 1,392,066 | $ | 0 | $ | 1,392,066 | $ | 0 | $ | 1,392,066 | ||||||||
Costs related to revenues | (793,606 | ) | 0 | (793,606 | ) | 0 | (793,606 | ) | ||||||||||
Gross Profit | 598,460 | 0 | 598,460 | 0 | 598,460 | |||||||||||||
Other operating costs | (370,057 | ) | 0 | (370,057 | ) | 0 | (370,057 | ) | ||||||||||
HSN cable distribution fees | (13,952 | ) | 0 | (13,952 | ) | 0 | (13,952 | ) | ||||||||||
Depreciation | (42,553 | ) | 0 | (42,553 | ) | 0 | (42,553 | ) | ||||||||||
Restructuring | 1,088 | 0 | 1,088 | 0 | 1,088 | |||||||||||||
EBITA | 172,986 | 0 | 172,986 | 0 | 172,986 | |||||||||||||
Amortization of non-cash items: | ||||||||||||||||||
Distribution and marketing | (10,489 | ) | 0 | (10,489 | ) | 0 | (10,489 | ) | ||||||||||
Compensation expense | (10,369 | ) | (57,752 | ) | (68,121 | ) | 0 | (68,121 | ) | |||||||||
Other intangibles | (52,156 | ) | (4,980 | ) | (57,137 | ) | 0 | (57,137 | ) | |||||||||
Exchange offer costs | (2,096 | ) | 0 | (2,096 | ) | 2,096 | 0 | |||||||||||
Non recurring itemsnon EBITA | 0 | 0 | 0 | 0 | 0 | |||||||||||||
HSN disengagement costs(c) | (4,387 | ) | 0 | (4,387 | ) | 0 | (4,387 | ) | ||||||||||
Operating income | 93,489 | (62,732 | ) | 30,756 | 2,096 | 32,852 | ||||||||||||
Interest, net | 15,376 | 0 | 15,376 | 0 | 15,376 | |||||||||||||
Equity pick-up of VUE | (243,276 | ) | 0 | (243,276 | ) | 0 | (243,276 | ) | ||||||||||
Equity losses in affiliates and other | (1,878 | ) | 0 | (1,878 | ) | 0 | (1,878 | ) | ||||||||||
Earnings before income taxes and minority interest | (136,289 | ) | (62,732 | ) | (199,022 | ) | 2,096 | (196,926 | ) | |||||||||
Income taxes | 54,877 | 24,607 | 79,484 | (822 | ) | 78,662 | ||||||||||||
Minority interest | (25,384 | ) | 18,817 | (6,567 | ) | 0 | (6,567 | ) | ||||||||||
Earnings before preferred dividend | (106,796 | ) | (19,309 | ) | (126,105 | ) | 1,274 | (124,831 | ) | |||||||||
Preferred dividend | (3,264 | ) | 0 | (3,264 | ) | 0 | (3,264 | ) | ||||||||||
Basic income available to common shareholders | (110,060 | ) | (19,309 | ) | (129,369 | ) | 1,274 | (128,095 | ) | |||||||||
Impact of dilutive securities | (1,992 | ) | 1,992 | 0 | 0 | 0 | ||||||||||||
Diluted net income | $ | (112,052 | ) | $ | (17,317 | ) | $ | (129,369 | ) | $ | 1,274 | $ | (128,095 | ) | ||||
Diluted net income | $ | (128,095 | ) | |||||||||||||||
Amortization of non-cash items | 135,747 | |||||||||||||||||
Equity pick-up of VUE | 243,276 | |||||||||||||||||
Less: Tax and minority interest | (140,850 | ) | ||||||||||||||||
Adjusted Net Income | $ | 110,077 | ||||||||||||||||
Adjusted EPS | $ | 0.16 | ||||||||||||||||
Basic EPS | (0.23 | ) | (0.20 | ) | (0.20 | ) | ||||||||||||
Diluted EPS | (0.23 | ) | (0.20 | ) | (0.20 | ) | ||||||||||||
Basic weighted average shares outstanding(d) | 487,244 | 145,660 | 632,904 | 0 | 632,904 | |||||||||||||
Options, warrants and restricted stock, treasury method | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Conversion of preferred shares to common (if applicable) | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Diluted weighted average shares outstanding(d) | 487,244 | 145,660 | 632,904 | 0 | 632,904 | |||||||||||||
Options, warrants and restricted stock, treasury method | 23,390 | 35,363 | 58,754 | 0 | 58,754 | |||||||||||||
Conversion of preferred shares to common (if applicable) | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Additional impact of restricted stock(e) | 1,665 | 165 | 1,830 | 0 | 1,830 | |||||||||||||
Adjusted EPS shares outstanding | 512,300 | 181,189 | 693,488 | 0 | 693,488 | |||||||||||||
F-1
USA Interactive
RECONCILIATION FROM ACTUAL TO ADJUSTED RESULTS
($ in thousands except per share amounts)
|
Three Months Ended March 31, 2002 |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Actual |
Pro Forma Adjustments(a) |
Pro Forma |
One-Time Items(b) |
Pro Forma Adjusted |
|||||||||||||
Revenues, net | $ | 971,945 | $ | 35,487 | $ | 1,007,432 | $ | 1,007,432 | ||||||||||
Costs related to revenues | (617,779 | ) | (10,586 | ) | (628,365 | ) | 0 | (628,365 | ) | |||||||||
Gross Profit | 354,166 | 24,901 | 379,067 | 0 | 379,067 | |||||||||||||
Other operating costs | (232,968 | ) | (15,723 | ) | (248,691 | ) | 0 | (248,691 | ) | |||||||||
HSN cable distribution fees | (13,000 | ) | 0 | (13,000 | ) | 0 | (13,000 | ) | ||||||||||
Depreciation | (38,220 | ) | (1,465 | ) | (39,685 | ) | 0 | (39,685 | ) | |||||||||
Add back: Disengagement coupons | 857 | 0 | 857 | 857 | ||||||||||||||
EBITA | 70,835 | 7,713 | 78,548 | 0 | 78,548 | |||||||||||||
Amortization of non-cash items: | ||||||||||||||||||
Distribution and marketing | (6,964 | ) | (4,059 | ) | (11,023 | ) | 0 | (11,023 | ) | |||||||||
Compensation expense | (3,808 | ) | (61,879 | ) | (65,687 | ) | 0 | (65,687 | ) | |||||||||
Other intangibles | (21,101 | ) | (25,551 | ) | (46,652 | ) | 0 | (46,652 | ) | |||||||||
Restructuring | 0 | 0 | 0 | 0 | 0 | |||||||||||||
HSN disengagement costs(c) | (11,179 | ) | 0 | (11,179 | ) | 0 | (11,179 | ) | ||||||||||
Operating income | 27,783 | (83,776 | ) | (55,993 | ) | 0 | (55,993 | ) | ||||||||||
Interest, net | (4,668 | ) | 24,965 | 20,297 | 0 | 20,297 | ||||||||||||
Equity pick-up of VUE | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Equity losses in affiliates and other | (12,132 | ) | (120 | ) | (12,252 | ) | 0 | (12,252 | ) | |||||||||
Earnings before income taxes and minority interest | 10,983 | (58,931 | ) | (47,948 | ) | 0 | (47,948 | ) | ||||||||||
Income taxes | (15,950 | ) | 25,281 | 9,331 | 0 | 9,331 | ||||||||||||
Minority interest | 8,937 | (8,674 | ) | 263 | 0 | 263 | ||||||||||||
Earnings before preferred dividend | 3,970 | (42,323 | ) | (38,353 | ) | 0 | (38,353 | ) | ||||||||||
Preferred dividend | (1,967 | ) | (1,297 | ) | (3,264 | ) | 0 | (3,264 | ) | |||||||||
Basic income available to common shareholdersCont ops | 2,003 | (43,620 | ) | (41,617 | ) | 0 | (41,617 | ) | ||||||||||
Impact of dilutive securities | (1,095 | ) | 1,095 | 0 | 0 | 0 | ||||||||||||
Diluted income available to CScontinuing operations | 908 | (42,525 | ) | (41,617 | ) | 0 | (41,617 | ) | ||||||||||
Cumulative effect of accounting change | (461,389 | ) | 0 | (461,389 | ) | 461,389 | 0 | |||||||||||
Discontinued operations(d) | 21,930 | (21,930 | ) | 0 | 0 | |||||||||||||
Diluted net income | $ | (438,551 | ) | $ | (64,455 | ) | $ | (503,006 | ) | $ | 461,389 | $ | (41,617 | ) | ||||
Diluted net income | $ | (41,617 | ) | |||||||||||||||
Amortization of non-cash items | 123,362 | |||||||||||||||||
Equity pick-up of VUE | 0 | |||||||||||||||||
Less: Tax and minority interest | (38,687 | ) | ||||||||||||||||
Adjusted Net Income | $ | 43,058 | ||||||||||||||||
Adjusted EPS | $ | 0.06 | ||||||||||||||||
Basic EPScontinuing operations | 0.01 | (0.07 | ) | (0.07 | ) | |||||||||||||
Diluted EPScontinuing operations | 0.00 | (0.07 | ) | (0.07 | ) | |||||||||||||
Diluted EPS | (1.04 | ) | (0.81 | ) | (0.07 | ) | ||||||||||||
Basic weighted average shares outstanding (e) | 393,736 | 230,854 | 624,590 | 0 | 624,590 | |||||||||||||
Options, warrants and restricted stock, treasury method | 28,322 | (28,322 | ) | 0 | 0 | 0 | ||||||||||||
Conversion of preferred shares to common (if applicable) | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Diluted weighted average shares outstanding (e) | 422,058 | 202,532 | 624,590 | 0 | 624,590 | |||||||||||||
Options, warrants and restricted stock, treasury method | 66,685 | 66,685 | 0 | 66,685 | ||||||||||||||
Conversion of preferred shares to common (if applicable) | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Additional impact of restricted stock (f) | 131 | 131 | 0 | 131 | ||||||||||||||
Adjusted EPS shares outstanding | 422,189 | 269,218 | 691,407 | 0 | 691,407 | |||||||||||||
F-2
USA Interactive
SEGMENT RESULTS FOR THREE MONTHS ENDED MARCH 31, 2003 AND 2002
($ in thousands)
|
Revenue(a) |
EBITA(b) |
Operating Income(c) |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Q1 2003 |
Q1 2002 |
Growth |
Q1 2003 |
Q1 2002 |
Growth |
Q1 2003 |
Q1 2002 |
Growth |
||||||||||||||||
Electronic Retailing | |||||||||||||||||||||||||
HSNUS | $ | 414,973 | $ | 395,444 | 5 | % | $ | 35,106 | $ | 32,524 | 8 | % | $ | 18,481 | $ | 20,841 | -11 | % | |||||||
HSNInternational | 115,243 | 64,872 | 78 | % | 14,992 | (5,519 | ) | NM | 14,626 | (5,519 | ) | NM | |||||||||||||
Total Electronic Retailing | 530,216 | 460,316 | 15 | % | 50,098 | 27,005 | 86 | % | 33,107 | 15,322 | 116 | % | |||||||||||||
Information and Services |
|||||||||||||||||||||||||
Ticketing | 195,086 | 153,391 | 27 | % | 41,436 | 24,047 | 72 | % | 34,311 | 21,538 | 59 | % | |||||||||||||
Personals | 40,895 | 25,416 | 61 | % | 2,693 | 5,626 | -52 | % | 607 | 2,905 | -79 | % | |||||||||||||
Local Services | 8,386 | 7,300 | 15 | % | (6,789 | ) | (10,432 | ) | 35 | % | (19,396 | ) | (22,516 | ) | 14 | % | |||||||||
PRC | 71,406 | 70,089 | 2 | % | 211 | (3,203 | ) | NM | 211 | (3,203 | ) | NM | |||||||||||||
ECS / Styleclick | 4,705 | 12,379 | -62 | % | (3,945 | ) | (9,243 | ) | 57 | % | (4,103 | ) | (9,307 | ) | 56 | % | |||||||||
Total Information and Services | 320,478 | 268,575 | 19 | % | 33,606 | 6,795 | 395 | % | 11,630 | (10,583 | ) | NM | |||||||||||||
Travel Services |
|||||||||||||||||||||||||
Expedia | 198,760 | 116,006 | 71 | % | 57,122 | 30,546 | 87 | % | 36,437 | 12,874 | 183 | % | |||||||||||||
Hotels.com | 277,427 | 165,712 | 67 | % | 32,622 | 25,129 | 30 | % | 27,246 | 18,768 | 45 | % | |||||||||||||
Interval | 55,991 | | NM | 16,820 | | NM | 10,511 | | NM | ||||||||||||||||
TV Travel Shop | 12,927 | | NM | (2,842 | ) | | NM | (4,270 | ) | | NM | ||||||||||||||
Total Travel Services | 545,105 | 281,718 | 93 | % | 103,722 | 55,675 | 86 | % | 69,924 | 31,642 | 121 | % | |||||||||||||
Interactive Development (d) |
|
|
0 |
% |
(1,058 |
) |
(323 |
) |
- -228 |
% |
(2,129 |
) |
(323 |
) |
- -559 |
% |
|||||||||
Corporate |
|
|
0 |
% |
(13,306 |
) |
(10,245 |
) |
- -30 |
% |
(19,043 |
) |
(12,334 |
) |
- -54 |
% |
|||||||||
Intersegment Elimination (e) |
(3,733 |
) |
(3,177 |
) |
- -18 |
% |
(76 |
) |
(359 |
) |
NM |
|
4,059 |
NM |
|||||||||||
Total Consolidated | $ | 1,392,066 | $ | 1,007,432 | 38 | % | $ | 172,986 | $ | 78,548 | 120 | % | $ | 93,489 | $ | 27,783 | 236 | % | |||||||
F-3
USA Interactive
Pro Forma Segment Results
$ in millions, rounding differences may exist
|
Q1 2002(a) |
||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Revenue |
Operating Expenses, ex. D&A, disengagement & one-time items |
Depreciation |
Amortization of cable distribution fees |
EBITA |
Amortization of non-cash items |
HSN disengagement costs |
One-time items |
Proforma Operating Income |
Adjustments(d) |
Operating Income |
||||||||||||||||||||||
Electronic Retailing: | |||||||||||||||||||||||||||||||||
HSNU.S.(b) | $ | 395 | $ | (339 | ) | $ | (12 | ) | $ | (12 | ) | $ | 33 | $ | (12 | ) | $ | (12 | ) | $ | | $ | 9 | $ | 12 | $ | 21 | ||||||
HSNInternational | 65 | (69 | ) | (1 | ) | (1 | ) | (6 | ) | (0 | ) | | | (6 | ) | 0 | (6 | ) | |||||||||||||||
Total Electronic Retailing | 460 | (407 | ) | (13 | ) | (13 | ) | 27 | (12 | ) | (12 | ) | | 3 | 12 | 15 | |||||||||||||||||
Information & Services: | |||||||||||||||||||||||||||||||||
Ticketing | 153 | (122 | ) | (7 | ) | | 24 | (8 | ) | | | 16 | 6 | 22 | |||||||||||||||||||
Personals | 25 | (19 | ) | (1 | ) | | 6 | (4 | ) | | | 2 | 1 | 3 | |||||||||||||||||||
Local services | 7 | (15 | ) | (3 | ) | | (10 | ) | (13 | ) | | | (23 | ) | 0 | (23 | ) | ||||||||||||||||
PRC | 70 | (64 | ) | (9 | ) | | (3 | ) | | | | (3 | ) | | (3 | ) | |||||||||||||||||
ECS / Styleclick | 12 | (21 | ) | (1 | ) | | (9 | ) | (0 | ) | | | (9 | ) | | (9 | ) | ||||||||||||||||
Total Information & Services | 269 | (241 | ) | (21 | ) | | 7 | (25 | ) | | | (18 | ) | 7 | (11 | ) | |||||||||||||||||
Travel Services: | |||||||||||||||||||||||||||||||||
Expedia | 116 | (81 | ) | (4 | ) | | 31 | (17 | ) | | | 14 | (1 | ) | 13 | ||||||||||||||||||
Hotels.com | 166 | (140 | ) | (1 | ) | | 25 | (6 | ) | | | 19 | | 19 | |||||||||||||||||||
Interval | | | | | | | | | | | | ||||||||||||||||||||||
TV Travel Shop | | | | | | | | | | | | ||||||||||||||||||||||
Total Travel Services | 282 | (221 | ) | (5 | ) | | 56 | (23 | ) | | | 33 | (1 | ) | 32 | ||||||||||||||||||
Interactive Development | | (0 | ) | | | (0 | ) | | | | (0 | ) | | (0 | ) | ||||||||||||||||||
Corporate expense and other adjustments | | (9 | ) | (1 | ) | | (10 | ) | (63 | ) | | | (73 | ) | 61 | (12 | ) | ||||||||||||||||
Intersegment Elimination | (3 | ) | 3 | | | (0 | ) | 0 | | | | 4 | 4 | ||||||||||||||||||||
TOTAL | $ | 1,007 | $ | (876 | ) | $ | (40 | ) | $ | (13 | ) | $ | 79 | $ | (123 | ) | $ | (12 | ) | $ | | $ | (56 | ) | $ | 84 | $ | 28 | |||||
F-4
|
Q1 2003(a) |
||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Revenue |
Operating Expenses, ex. D&A, disengagement & one-time items |
Depreciation |
Amortization of cable distribution fees |
EBITA |
Amortization of non-cash items |
HSN disengagement costs |
One-time items(c) |
Proforma Operating Income |
Adjustments(d) |
Operating Income |
||||||||||||||||||||||
Electronic Retailing: | |||||||||||||||||||||||||||||||||
HSNU.S.(b) | $ | 415 | $ | (354 | ) | $ | (12 | ) | $ | (14 | ) | $ | 35 | $ | (12 | ) | $ | (4 | ) | $ | | $ | 18 | $ | | $ | 18 | ||||||
HSNInternational | 115 | (97 | ) | (3 | ) | | 15 | (0 | ) | | | 15 | | 15 | |||||||||||||||||||
Total Electronic Retailing | 530 | (452 | ) | (14 | ) | (14 | ) | 50 | (13 | ) | (4 | ) | | 33 | | 33 | |||||||||||||||||
Information & Services: | |||||||||||||||||||||||||||||||||
Ticketing | 195 | (146 | ) | (8 | ) | | 41 | (8 | ) | | (0 | ) | 33 | 1 | 34 | ||||||||||||||||||
Personals | 41 | (36 | ) | (2 | ) | | 3 | (2 | ) | | | 0 | 0 | 1 | |||||||||||||||||||
Local services | 8 | (14 | ) | (1 | ) | | (7 | ) | (13 | ) | | | (19 | ) | 0 | (19 | ) | ||||||||||||||||
PRC | 71 | (66 | ) | (6 | ) | | 0 | | | | 0 | | 0 | ||||||||||||||||||||
ECS / Styleclick | 5 | (8 | ) | (0 | ) | | (4 | ) | (0 | ) | | | (4 | ) | | (4 | ) | ||||||||||||||||
Total Information & Services | 320 | (270 | ) | (17 | ) | | 34 | (23 | ) | | (0 | ) | 10 | 1 | 12 | ||||||||||||||||||
Travel Services: | |||||||||||||||||||||||||||||||||
Expedia | 199 | (137 | ) | (5 | ) | | 57 | (22 | ) | | (2 | ) | 33 | 4 | 36 | ||||||||||||||||||
Hotels.com | 277 | (243 | ) | (1 | ) | | 33 | (5 | ) | | | 27 | | 27 | |||||||||||||||||||
Interval | 56 | (37 | ) | (2 | ) | | 17 | (6 | ) | | | 11 | | 11 | |||||||||||||||||||
TV Travel Shop | 13 | (15 | ) | (1 | ) | | (3 | ) | (1 | ) | | | (4 | ) | | (4 | ) | ||||||||||||||||
Total Travel Services | 545 | (432 | ) | (9 | ) | | 104 | (36 | ) | | (2 | ) | 66 | 4 | 70 | ||||||||||||||||||
Interactive Development | | (1 | ) | 0 | | (1 | ) | (1 | ) | | | (2 | ) | | (2 | ) | |||||||||||||||||
Corporate expense and other adjustments | | (11 | ) | (2 | ) | | (13 | ) | (63 | ) | | | (77 | ) | 58 | (19 | ) | ||||||||||||||||
Intersegment Elimination | (4 | ) | 4 | | | (0 | ) | | 0 | | | | | ||||||||||||||||||||
TOTAL | $ | 1,392 | $ | (1,163 | ) | $ | (43 | ) | $ | (14 | ) | $ | 173 | $ | (136 | ) | $ | (4 | ) | $ | (2 | ) | $ | 31 | $ | 63 | $ | 93 | |||||
F-5