Filed by USA Interactive
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Ticketmaster
Commission File No. 0-25041
[USA INTERACTIVE LOGO]
USA PROVIDES PRELIMINARY BUDGET TO INVESTMENT COMMUNITY
As filed with the Securities and Exchange Commission on October 24, 2002
In connection with our decision last year to do away with the system of
`guidance,' we instituted the process of releasing our internal budgets for the
next year. We spend a good part of the fall months rigorously analyzing each
area of USA's operations, each profit and cost center, and then roll them up
into operating budgets for the following year. Today we are providing our
preliminary budget for 2003. In January, we will release our final budget along
with the release of our final year 2002 results.
This communication is meant to explain the evolution of our financial reporting,
an evolution that will continue as our still young company grows - as we give
shape to our policies and values, adapting in a fairly dynamic way as we gain
strength and fiber. Our goal is for our financial reporting to represent our
core values to help our shareholders come to fully understand our business and
how it is conducted with increasing consistency. Our belief is we serve our
shareholders well by the fullest and most forthcoming explanation of our
actions.
Now for the important changes we have made since our last report:
CLASSIFICATION OF OPERATING BUSINESSES AND EMERGING BUSINESSES ELIMINATED
Since our company was formed seven years ago, USA and its subsidiaries have
completed more than five-dozen acquisitions and launched several new business
projects. Some of these were for already `going' businesses and some were in
their infancy, yet to prove themselves as sustainable businesses. For reporting
purposes, we thought it appropriate therefore to distinguish `operating'
businesses from `emerging' businesses. Now that we have some size and
experience, we no longer believe this selective distinction is necessary. We'll
of course continue investing in new interactive ideas - that's part of our DNA,
but we've reached a level of maturity that gives us the discipline to do that
and be confident we'll also be growing total profits for the enterprise.
CASH EPS IS NEW PRIMARY BOTTOM LINE METRIC
Our flow of acquisitions created goodwill and other intangibles (e.g.,
distribution agreements and customer lists) that resulted in significant charges
against earnings. Accounting rules have recently changed to eliminate goodwill
charges on the income statement, but amortization of other intangibles and other
non-cash expenses are still recognized for GAAP purposes. To us, bottom line
earnings on a cash basis is more relevant than traditional GAAP because it
captures all items that have been, or ultimately will be, settled in cash. We
therefore adopted earlier this year Cash EPS as our primary metric.
READ IMPORTANT FOOTNOTES AND DISCLAIMER AT THE END OF THIS DOCUMENT 1 of 7
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 2002
EBITA REPLACES EBITDA FOR SEGMENT REPORTING PURPOSES
We also concluded that EBITDA was not the best way to look at divisional
performance because it does not include certain operating costs such as
depreciation and can be subject to manipulation. As much as we believe this
EBITDA is a bad business, we have continued to report it with respect to 2002
results in order to compare segment results against our 2002 budget and prior
periods. Beginning with this 2003 budget, we have forever removed EBITDA from
our vocabulary. We are instead using EBITA, which includes depreciation for
segment reporting purposes. And in order for analysts to change their financial
models from EBITDA to EBITA, the budget also reflects depreciation expense by
segment.
FREE CASH FLOW PRESENTATION CONFORMS WITH GAAP STATEMENT OF CASH FLOWS
Free Cash Flow is also a key metric for us. It measures the cash generated from
continuing operations during the period, net of capital expenditures and other
investments relating to operations. In terms of presentation, we are now
conforming Free Cash Flow more closely with our GAAP statement of cash flows per
our 10-Q filings.
RESTRICTED STOCK TO REPLACE STOCK OPTIONS
We announced in July that newly issued stock options will be expensed beginning
in 2003. However, going forward we intend to issue restricted stock instead of
stock options in order to more align the interests of executives with those of
long-term investors. Accounting for restricted stock is also more
straightforward than it is for stock options. Restricted stock is amortized over
the vesting period based on the market value at the time of grant, whereas stock
options can be valued based on any number of subjective measures.
We are still planning our compensation program for next year and therefore our
budget in this regard will likely change, albeit not materially. In our final
budget and in future earnings announcements, we will disclose very clearly the
impact of restricted stock on both diluted GAAP EPS and Cash EPS.
Now, with what we hope is the background for shared understanding, to the
numbers...
READ IMPORTANT FOOTNOTES AND DISCLAIMER AT THE END OF THIS DOCUMENT Page 2 of 7
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 2002
USA INTERACTIVE
PRELIMINARY BUDGET
Pro Forma for Vivendi and Expedia transactions and pending Ticketmaster merger
($ IN MILLIONS EXCEPT PER SHARE AMOUNTS)
GROWTH
PRO FORMA FORECAST BUDGET ----------------------
2001 2002 2003 '01 - '02 '02 - '03
------------- ------------- -------- ---------- ----------
REVENUE
HSN - U.S. $ 1,557 $ 1,623 $ 1,818 4% 12%
Ticketing (a) 580 642 679 11% 6%
Match.com (b) 49 126 186 155% 47%
Hotels.com 536 958 1,401 79% 46%
Expedia 297 585 819 97% 40%
PRC 299 293 316 -2% 8%
Interval (c) N/A 39 226 N/A N/A
Citysearch 46 31 42 -33% 37%
International TV shopping and other (d) 319 365 486 14% 33%
ECS / Styleclick 34 39 32 15% -19%
Foreign exchange conversion (47) (36) (36) 24% -1%
Disengaged HSN homes 102 (2) -
Intersegment elimination (7) (11) (16)
---------- -------- ------- --- ---
TOTAL REVENUE (e) $ 3,766 $ 4,653 $ 5,952 24% 28%
========== ======== ======= === ===
EBITA (f)
HSN - U.S. $ 126 $ 172 $ 209 36% 22%
Ticketing (a) 83 113 124 36% 10%
Match.com (b) 15 28 38 93% 35%
Hotels.com 80 135 205 70% 52%
Expedia 50 149 199 200% 33%
PRC (6) (6) 7 N/A N/A
Interval (c) N/A (2) 58 N/A N/A
Citysearch (39) (30) (13) 24% 57%
International TV shopping and other (d) (31) (33) (21) -8% 38%
ECS / Styleclick (73) (26) (12) 64% 55%
USA corporate and other * (39) (49) (54) -25% -10%
TMCS corporate * (12) (14) (15) -20% -4%
Foreign exchange conversion (1) 0 (1)
Disengaged HSN homes 14 - -
---------- -------- ------- --- ---
TOTAL EBITA (e) $ 167 $ 437 $ 725 162% 66%
========== ======== ======= === ===
ATTRIBUTABLE EBITA EXCLUDING INTERVAL (c)(g) $ 119 $ 330 $ 513 178% 56%
For 2004, USA currently anticipates growth in revenue and EBITA of
approximately 24% and 46%, respectively.
* USA is currently determining whether to subsume TMCS corporate costs into
USA's own corporate group or within the operating subsidiaries, to the
extent applicable. This determination is expected to be made when USA
files its final budget in January 2003.
READ IMPORTANT FOOTNOTES AND DISCLAIMER AT THE END OF THIS DOCUMENT Page 3 of 7
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 2002
USA INTERACTIVE
PRELIMINARY BUDGET
Pro Forma for Vivendi and Expedia transactions and pending Ticketmaster merger
($ IN MILLIONS EXCEPT PER SHARE AMOUNTS)
GROWTH
PRO FORMA FORECAST BUDGET ------------------------
2001 2002 2003 '01 - '02 '02 - '03
----------- -------- ------ ---------- ------------
DEPRECIATION
HSN - U.S. $ 42 $ 52 $ 48 25% -7%
Ticketing 23 29 31 24% 8%
Match.com 2 8 12 323% 53%
Hotels.com 2 4 6 113% 38%
Expedia 11 17 25 52% 46%
PRC 32 38 26 18% -31%
Interval (c) N/A 2 9 N/A N/A
Citysearch 6 4 5 -30% 29%
International TV shopping and other (d) 3 11 20 267% 79%
ECS / Styleclick 15 3 3 -80% 6%
USA corporate and other 5 7 6 47% -13%
TMCS corporate 1 2 2 47% -2%
Cable distribution amortization 42 51 48 23% -6%
Foreign exchange conversion (1) (1) (1)
------- ----- ----- ---- ---
TOTAL DEPRECIATION $ 183 $ 228 $ 239 25% 5%
======= ===== ===== === ===
FORECAST BUDGET GROWTH
FREE CASH FLOW (h) 2002 2003 '02 - '03
----------- -------- -----------
GAAP Net Income $ (109) $ 48
Depreciation and amortization 480 685
Noncash interest income (23) (37)
Equity losses of unconsolidated affiliates 133 (3)
Minority interest (benefit) / expense 32 79
Changes in working capital and other 273 285
------- ------- ----
Operating Cash Flow $ 785 $ 1,056 35%
Capital expenditures (157) (207)
Investments in HSN International (31) -
------- ------- ----
FREE CASH FLOW $ 597 $ 848 42%
======= ======= ====
For 2004, USA currently anticipates growth in Free Cash Flow of approximately
25% to approximately $1 billion.
CAPITALIZATION
In connection with the Expedia transaction which was completed in February
2002, USA issued $656 million face value 1.99% convertible preferred stock,
which is initially convertible at $33.75 into approximately 19.4 million
shares. The company anticipates that the preferred stock will have a
dilutive impact in 2003, thus 19.4 million shares will be treated on an as
converted basis for purposes of Cash EPS in 2003 (see "Shares outstanding
calculation" on next page for further detail). Therefore, the schedule below
of USA's capitalization as of September 30, 2002, is pro forma for the
conversion of the convertible preferred and for USA's pending merger with
Ticketmaster:
Cash and marketable securities:
USA $ 2,117
Expedia 525
Hotels.com 397
-------
Total cash $ 3,039
=======
Attributable cash (i) $ 2,679
Securities in VUE (j) 2,111
Long-term debt (k) (546)
-------
Net attributable cash and securities $ 4,244
=======
READ IMPORTANT FOOTNOTES AND DISCLAIMER AT THE END OF THIS DOCUMENT Page 4 of 7
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 2002
USA INTERACTIVE
PRELIMINARY BUDGET
Pro Forma for Vivendi and Expedia transactions and pending Ticketmaster merger
($ IN MILLIONS EXCEPT PER SHARE AMOUNTS)
FORECAST BUDGET GROWTH
2002 2003 '02 - '03
----------- -------- -----------
P&L
Revenue $ 4,653 $ 5,952
Operating expenses (4,215) (5,226)
--------- ------- ------
EBITA $ 437 $ 725 66%
Amortization of non-cash compensation, distribution and (66) (104)
marketing
Amortization of other intangibles (non-cash) (l) (191) (336)
Disengagement costs (31) (21)
--------- ------- ------
Operating income 149 265 78%
Interest and dividend income 105 106
Equity losses of unconsolidated affiliates and other (m) (33) (20)
--------- ------- ------
Income before taxes and minority interest 221 352 59%
Income tax expense (133) (225)
Minority interest expense (n) (49) (79)
--------- ------- ------
Net income before preferred dividend 39 48 23%
Preferred dividend (13) (13)
--------- ------- ------
Net income available to common shareholders $ 26 $ 35 35%
========= ======= ======
Diluted EPS $ 0.05 $ 0.07 33%
========= ======= ======
Cash Net Income calculation:
Net income before preferred dividend $ 39 $ 48
Preferred dividend (13) -
Amortization of non-cash items 257 439
Less: related tax and minority interest (77) (63)
--------- ------- ------
CASH NET INCOME (o) $ 206 $ 424 105%
========= ======= ======
CASH EPS $ 0.40 $ 0.78 96%
========= ======= ======
Shares outstanding calculation:
Basic shares outstanding 494 494
Treasury method options, warrants and restricted stock (p) 23 28
--------- -------
Diluted shares outstanding 517 521
Common shares issuable for convertible preferred - 19
--------- -------
Cash EPS shares outstanding 517 541
========= =======
* For 2004, USA currently anticipates growth in Cash Net Income and Cash EPS of
approximately 35%, and growth in Net Income and Diluted EPS of more than 400%.
FORECAST BUDGET
NET INCOME BY SEGMENT (q) 2002 2003
-------- -------
HSN - U.S. $ 49 $ 14
Ticketing 46 101
Match.com 11 32
Hotels.com 50 78
Expedia 9 11
PRC 3 0
Interval (10) 4
Citysearch (34) (60)
International TV shopping and other (90) (33)
ECS / Styleclick (23) (7)
USA corporate and other adjustments 35 (85)
TMCS corporate (9) (7)
------ ------
Net income before non-recurring items and preferred dividend $ 39 $ 48
====== ======
READ IMPORTANT FOOTNOTES AND DISCLAIMER AT THE END OF THIS DOCUMENT Page 5 of 7
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 2002
USA INTERACTIVE
PRELIMINARY BUDGET
Pro Forma for Vivendi and Expedia transactions and pending Ticketmaster merger
($ IN MILLIONS EXCEPT PER SHARE AMOUNTS)
FOOTNOTES
(a) USA expects Ticketing growth in 2003 to be slower than 2002 due mainly to
investment in new products, which it believes will begin to positively
impact results in 2004.
(b) USA expects Match.com growth in 2003 to be slower than 2002 due mainly to
increased consumer marketing to grow the subscriber base, which it believes
will begin to positively impact results in 2004.
(c) 2002 and 2001 data is not pro forma for USA's acquisition of Interval on
September 24, 2002. Excluding the effects of that transaction, revenues and
EBITA are expected to grow by 24% and 52%, respectively, in 2003.
(d) International TV Shopping and Other includes HSE Germany, Euvia, Hot
Networks, HSN emerging businesses, TV Travel Group and overhead costs
related to HSN International.
(e) USA has eliminated the distinction between its "Operating" and "Emerging"
businesses for segment reporting purposes. (Operating businesses had
consisted of HSN-U.S., Ticketing, Match.com, Hotels.com, Expedia, PRC,
Interval and Corporate; Emerging businesses had consisted of Citysearch,
International TV shopping and other, and ECS/Styleclick.) Revenue and EBITA
from Operating businesses is expected to grow 29% and 50%, respectively, in
2002 and 28% and 45%, respectively, in 2003.
(f) EBITA is defined as operating income plus: amortization of (1) non-cash
distribution and marketing expense, (2) non-cash compensation expense, (3)
other intangibles (and goodwill in 2001), and (4) disengagement related
payments to cable operators and marketing expenses related to the transfer
of HSN's distribution to cable (which has been accomplished).
(g) Attributable EBITA is defined as EBITA, less the percentage of EBITA
attributable to minority shareholders of USA's public subsidiaries. This
percentage is determined based on the Q3 2002 weighted average of USA's
fully diluted, treasury method ownership in USA's public subsidiaries,
which was 67% for Hotels.com and 56% for Expedia.
(h) Free cash flow is defined as operating cash flow from continuing
operations, less capital expenditures and other investments relating to
operations. Free cash flow also includes cash received and tax payment
related to the VUE securities. Free cash flow excludes tax payments of $157
million in 2002 and $172 million in 2003 related to the sale of USA
Broadcasting to Univision, which closed in August 2001.
(i) Includes attributable cash from USA's public subsidiaries, based on the Q3
2002 weighted average of USA's fully diluted, treasury method ownership in
each of its public subsidiaries (see note g above). Excludes cash due to
clients at Ticketmaster.
(j) Includes securities issued to USA in connection with the Vivendi
transaction, as follows: Class A and Class B preferred interests and 5.44%
common interest in Vivendi Universal Entertainment ("VUE") at balance sheet
carrying values, less the estimated present value of taxes on the above
securities.
(k) Consists primarily of $500 million face value 6.75% Senior Notes due
November 15, 2005. Subsequent to September 30, 2002, USA purchased
approximately $47 million of its Senior Notes in the open market.
(l) The increase in amortization of intangibles relates primarily to the
step-up in basis of HSN related to the Vivendi transaction, which closed in
May 2002. The company is in the process of evaluating the intangibles
related to this and other acquisitions completed in 2002, including
Interval and TV Travel Group, and expects to be completed by year end. To
the extent additional acquisitions are completed in the future,
amortization of intangibles could increase.
(m) Assumes no impact from 5.44% investment in Vivendi Universal Entertainment
("VUE").
(n) Ownership in public subsidiaries is calculated on a fully diluted basis
(see note g above).
(o) Cash Net Income is defined as net income available to common shareholders
plus: amortization of (1) non-cash distribution and marketing expense, (2)
non-cash compensation, and (3) other intangibles (and goodwill in 2001),
net of related tax and minority interest expense. Excludes non-recurring
items, such as restructuring charges. All amounts are presented on a fully
diluted, treasury method basis.
(p) For purposes of calculating Diluted EPS, restricted stock will be treated
on a treasury method basis. For purposes of calculating Cash EPS,
restricted stock will include all restricted shares issued. USA is still in
the process of planning its compensation program for next year and will
disclose the final projected impact of restricted stock to both Diluted EPS
and Cash EPS when it issues its final budget in January and in future
earnings releases.
(q) Net income by segment is net of amortization of (1) non-cash distribution
and marketing expense, (2) non-cash compensation expense, and (3) other
intangibles, including purchase accounting adjustments, net of related
taxes; and minority interest. Excludes non-recurring items such as
restructuring charges. All amounts are presented on a fully diluted,
treasury method basis. Taxes have been allocated to wholly-owned
subsidiaries, and the amounts may not be representative as if the
subsidiary operated on a standalone basis.
READ IMPORTANT FOOTNOTES AND DISCLAIMER AT THE END OF THIS DOCUMENT Page 6 of 7
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 2002
USA INTERACTIVE
PRELIMINARY BUDGET
Pro Forma for Vivendi and Expedia transactions and pending Ticketmaster merger
($ IN MILLIONS EXCEPT PER SHARE AMOUNTS)
ADDITIONAL INFORMATION AND WHERE TO FIND IT
IN CONNECTION WITH THE PROPOSED TRANSACTION WITH TICKETMASTER, USA WILL FILE A
REGISTRATION STATEMENT WITH A PROSPECTUS, WHICH ALSO WILL CONTAIN AN INFORMATION
STATEMENT OF TICKETMASTER, WITH THE SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROSPECTUS AND INFORMATION STATEMENT CAREFULLY WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND
SECURITY HOLDERS MAY OBTAIN FREE COPIES THE PROSPECTUS AND INFORMATION
STATEMENT, ONCE AVAILABLE, AND OTHER DOCUMENTS FILED BY USA AND TICKETMASTER
WITH THE SEC, AT THE SEC'S WEB SITE AT WWW.SEC.GOV. FREE COPIES OF THE
PROSPECTUS AND INFORMATION STATEMENT, ONCE AVAILABLE, AND OTHER FILINGS MADE BY
USA OR TICKETMASTER WITH THE SEC, MAY ALSO BE OBTAINED FROM USA BY DIRECTING A
REQUEST TO USA INTERACTIVE, 152 WEST 57TH STREET, NEW YORK, NEW YORK 10019,
ATTENTION: INVESTOR RELATIONS.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This business outlook 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 Ticketmaster's
businesses will not be integrated successfully; (2) costs related to the
proposed transaction; (3) material adverse changes in economic conditions
generally or in USA's markets or industries; (4) future regulatory 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
expand into and successfully operate in foreign markets; and (10) obtaining
and retaining skilled workers and key executives. 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 2001, especially in the Management's Discussion and Analysis section,
its most recent Quarterly Report on Form 10-Q 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 business outlook may not occur. These
forward-looking statements should not be regarded as an indication that USA
considers them to be a reliable prediction of future events. 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 business outlook.
USA does not make any representations to any person regarding the ultimate
performance of USA compared to the information contained in this business
outlook and USA is not under any obligation and does not intend to make publicly
available any update or other revisions to any of the forward-looking statements
contained in this business outlook to reflect circumstances existing after the
date of this business outlook or to reflect the occurrence of future events even
if experience or future events make it clear that any or all of the assumptions
underlying the business outlook are shown to be in error or any expected results
expressed or implied by those forward-looking statements will not be realized.
READ IMPORTANT FOOTNOTES AND DISCLAIMER AT THE END OF THIS DOCUMENT Page 7 of 7
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 2002