United Online Reports Fiscal First-Quarter Results

First-Quarter Revenues Grow 53% Over Prior-Year Quarter; Pay Subscribers Grow by 173,000 During Quarter to 2.7 Million


Conference Call Transcript

WESTLAKE VILLAGE, Calif., Oct. 30, 2003 (PRIMEZONE) -- United Online, Inc. (Nasdaq:UNTD), the nation's leading provider of value-priced Internet access services, today reported results for its fiscal first quarter ended September 30, 2003.

Summary of September 2003 Quarter Results:



 --  Total revenues for the quarter were a record $88.8 million, up
     53% versus $58.1 million for the year-ago quarter.

 --  Total pay subscribers increased by a net 173,000 during the
     quarter, reaching a record 2.7 million at September 30, 2003, up
     47% from 1.85 million at September 30, 2002. Total active
     users(1), including users of the company's free services, totaled
     5.2 million at September 30, 2003.

 --  Approximately 15% of the 2.7 million total pay subscribers at
     September 30, 2003 were subscribers to the company's accelerated
     dial-up services.

 --  Operating income for the quarter was $13.8 million, or 15.5% of
     revenues, versus operating income of $0.7 million in the year-ago
     quarter.

 --  Operating income before depreciation and amortization(2) for the
     quarter was $19.3 million, or 21.7 % of revenues, an increase of
     114% versus adjusted operating income before depreciation and
     amortization(2) of $9.0 million, or 15.5% of revenues, in the
     year-ago quarter.

 --  Net income for the quarter increased nearly six-fold to $8.9
     million, or $0.19 per share, versus net income of $1.5 million,
     or $0.03 per share, for the year-ago quarter. Net income for the
     September 2003 quarter reflects an effective tax rate for
     financial reporting purposes of 40.5%, versus 10% in the
     September 2002 quarter.(3)

 --  Adjusted net income(3)(4) for the quarter increased 73% to $11.3
     million, or $0.24 per share, versus adjusted net income of $6.5
     million, or $0.15 per share, for the year-ago quarter. Adjusted
     net income is calculated in a manner consistent with the analyst
     consensus estimate as reported by First Call. Adjusted net income
     for the September 2003 quarter reflects an effective tax rate for
     financial reporting purposes of 40.5%, versus 10% in the year-ago
     quarter.(3)

 --  Cash flows from operations for the quarter increased 132% to
     $18.9 million, versus $8.2 million for the year-ago quarter.

 --  Free cash flow(5) for the quarter increased 124% to $17.3
     million, versus $7.7 million for the year-ago quarter.

"United Online began its fiscal year by reporting another quarter of tremendous growth in pay subscribers and profitability," said Mark R. Goldston, chairman, CEO and president of United Online. "We generated an impressive 173,000 new pay subscribers during the quarter, reinforcing our belief in the strong growth prospects for the value segment of the ISP market -- dominated today by our NetZero, Juno and BlueLight Internet brands. This growth included 200,000 new subscribers to our $14.95/mo. NetZero HiSpeed and Juno SpeedBand accelerated dial-up services, bringing total accelerated subscribers to more than 400,000 at quarter end. With value-priced services continuing to be one of the fastest growing segments in the Internet access market, we intend to leverage our market-leading position to grow the business as this segment expands."

"United Online's financial performance this quarter was driven by a combination of strong subscriber growth, incremental subscription revenues from our accelerated dial-up services, and continued financial discipline," said Charles S. Hilliard, executive vice president and CFO of United Online. "Average revenue per pay subscriber increased again this quarter and our billable services margin exceeded 70% for the first time in company history. We also generated $17.3 million of free cash flow in the quarter, bringing free cash flow for the past twelve months to more than $70 million. Given the company's continued strong performance, we are again revising our guidance upward for fiscal 2004."

Additional Highlights of the September 2003 Quarter:



 --  Billable services revenues were $79.6 million in the September
     2003 quarter, or 90% of total revenues, an increase of 56% versus
     $51.2 million, or 88% of total revenues, for the September 2002
     quarter.

 --  Billable services margin(6) was 71.3% for the September 2003
     quarter, up from 59.6% for the September 2002 quarter.

 --  Annualized revenue per average employee(7) was $749,000 for the
     September 2003 quarter, up 35% versus $553,000 for the year-ago
     quarter.

 --  Cash balances at September 30, 2003 were $217.4 million,
     including cash, cash equivalents, short-term investments and
     restricted cash, and the company had no long-term debt.

 --  In August 2003, the company entered into a three-year marketing
     alliance with Best Buy, the leading retailer of personal
     computers in America. Launched on October 15, 2003, the NetZero
     and Juno brands of Internet service -- including NetZero HiSpeed
     and Juno SpeedBand -- will be promoted in Best Buy stores
     nationwide through a combination of Best Buy marketing channels,
     including in-store marketing and inclusion in Best Buy
     advertising. Consumers will also have the ability to sign-up for
     the services in the store through integrated point-of-sale
     systems.

 --  On September 24, 2003, the company announced that its Board of
     Directors had declared a 3-for-2 split of the company's common
     stock. The stock will begin to trade on a post-split basis at the
     opening of the market on November 3, 2003, after which the
     company expects to have total common shares outstanding of
     approximately 65.2 million.

Business Outlook:

The following forward-looking information includes certain projections made by management as of the date of this release. United Online does not intend to revise or update this information and may not provide this type of information in the future. Due to a variety of factors, actual results may differ significantly from those projected. Factors include, without limitation, the factors referenced later in this announcement under the caption "Cautionary Information Regarding Forward-Looking Statements." These and other factors are discussed in more detail in the company's filings with the Securities and Exchange Commission.

Following is the company's current guidance for the December 2003 quarter and the fiscal year ending June 30, 2004 (in millions):



                        Current          Current        Previous
                     Dec 2003 Q est.   FY 2004 est.    FY 2004 est.
                     ---------------  -------------   -------------
 Operating income     $13.4 - $14.4   $57.5 - $62.5   $51.5 - $56.5


   Depreciation                 1.6             6.6             6.6
   Amortization                 4.0            15.9            15.9
                     ---------------  -------------   -------------
 Operating income
  before
  depreciation and    
  amortization(2)     $19.0 - $20.0   $80.0 - $85.0   $74.0 - $79.0
                      =============   =============   =============
 Weighted average
  diluted shares
   (post split)         70.5 - 71.5     71.0 - 73.0     70.0 - 72.0

 --  Total revenues for the December 2003 quarter are estimated to be
     between $93 million and $95 million.

 --  Billable services margin(6) in the December 2003 quarter is
     projected to be approximately 71.5%.

 --  The company estimates that pay subscribers will increase to
     between 2.95 million and 3.15 million by June 30, 2004, up from
     its previous guidance of between 2.9 million and 3.1 million by
     June 30, 2004.

(1) Active users are defined as all free users that logged on to our services at least once during the preceding 31 days, together with all subscribers to a billable service.

(2) Adjusted operating income before depreciation and amortization is defined as operating income before depreciation, amortization, stock-based charges and merger-related costs. Management believes that because operating income before depreciation and amortization and adjusted operating income before depreciation and amortization exclude certain items that either do not impact the company's cash flows or which management believes are not reflective of the company's core operating results over time, these measures provide investors with additional useful information to measure the company's performance, particularly with respect to changes in performance from period to period, and to assess the company's ability to make capital expenditures, fund working capital requirements, incur and repay indebtedness, and fund strategic initiatives. Management also uses operating income before depreciation and amortization and adjusted operating income before depreciation and amortization for these purposes, as well as to allocate resources in managing the company's business. Operating income before depreciation and amortization and adjusted operating income before depreciation and amortization are not determined in accordance with generally accepted accounting principles (GAAP) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. Reconciliations to the most directly comparable GAAP financial measure are provided in the tables that follow this text.

(3) Beginning in the September 2003 quarter, the company's effective income tax rate increased to 40.5%, versus an effective income tax rate of 10% in the September 2002 quarter. The increase in the effective rate was related to the recognition of a portion of the company's deferred tax assets in the June 2003 quarter, which also resulted in a tax benefit of $4.3 million, or $0.10 per share, in the June 2003 quarter. The increase in the company's effective rate and the recognition of the tax benefit affect the comparability of net income and adjusted net income between periods. Actual income taxes paid for fiscal 2004 are expected to be substantially less than the income tax expense reported on the company's statement of operations due to the utilization of the company's deferred tax assets as well as tax deductions generated from employee stock option exercises.

(4) Adjusted net income is defined as net income before the after-tax effect of amortization of intangible assets, stock-based charges and merger-related costs. Management believes that adjusted net income provides investors with additional useful information to measure the company's financial performance, particularly from period to period, exclusive of certain non-cash expenses and other items which management believes are not reflective of the company's core operating results over time. Management also uses adjusted net income for these purposes. Adjusted net income is not determined in accordance with generally accepted accounting principles (GAAP) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. Reconciliations to the most directly comparable GAAP financial measure are provided in the tables that follow this text.

(5) Free cash flow is defined as net cash provided by operating activities before cash paid for merger-related costs, less capital expenditures. Management believes that free cash flow provides investors with additional useful information to measure operating liquidity because it reflects the company's operating cash flows after investing in capital assets, and excludes the cash impact of items which management believes are not reflective of the company's core operating results over time. This measure is used by management, and may also be useful for investors, to assess the company's ability to generate cash flow for a variety of strategic opportunities, including reinvestment in the business, effecting potential acquisitions, strengthening the balance sheet, and effecting share repurchases. Free cash flow is not determined in accordance with generally accepted accounting principles (GAAP) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. Reconciliations to the most directly comparable GAAP financial measure are provided in the tables that follow this text.

(6) Billable services margin represents billable services revenues less cost of billable services divided by billable services revenues.

(7) Annualized revenue per average employee represents annualized total revenues for the period divided by the average number of employees during that period.

About United Online

United Online, Inc. (Nasdaq:UNTD) is the nation's leading provider of value-priced Internet access services through its NetZero, Juno and BlueLight Internet consumer brands. The company's standard services are offered at less than half the standard monthly prices of its major competitors and are available in more than 6,500 cities across the United States and in Canada. At September 30, 2003, United Online had approximately 487 employees worldwide. The company is headquartered in Westlake Village, CA, with offices in New York City, San Francisco and Hyderabad, India. For more information about United Online and its Internet access services, please visit www.untd.com.

United Online will be hosting a conference call today at 8:00AM PT (11:00AM ET) to discuss its quarterly results. A live Web cast of the call can be accessed on the Investors section of the company's Web site at www.untd.com. A recording of the call will be available on the site for seven days.

Cautionary Information Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements containing words such as "guidance," "may," "believe," "will," "expect," "project" and "estimate" or similar expressions constitute forward-looking statements. These statements include, without limitation, guidance for future financial performance; growth in billable subscribers; weighted average diluted shares; depreciation and amortization; and future tax rates and benefits. Actual results may differ materially from those predicted and reported results should not be considered an indication of future performance. Potential risks and uncertainties include, among others: the effect of competition, including adoption of broadband services and changes in pricing by our competitors; the company's inability to retain its existing subscribers and the rate at which new subscribers sign up for the company's services; changes in the projected number of weighted average diluted shares due to stock issuances, stock repurchases, fluctuations in the company's stock price or other factors; changes in the projected amortization and depreciation figures due to capital spending or other factors; unanticipated usage by subscribers, additional telecommunications costs or other factors negatively impacting our billable services margin; changes in our free user base; the company's inability to realize the benefits of its deferred tax assets; the company's inability to maintain its agreements with telecommunications providers on attractive terms; problems associated with the company's billing systems; the company's inability to retain key customers and key personnel; unanticipated technological problems or developments; risks associated with litigation; and unanticipated governmental regulation. More information about potential factors that could affect the company's business and financial results is included in the company's annual and quarterly reports filed with the Securities and Exchange Commission (http://www.sec.gov), including without limitation information under the captions "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors."



                         UNITED ONLINE, INC. 
               Condensed Consolidated Balance Sheets

                                             September 30,  June 30,
                                                 2003         2003
                                             ------------- ---------
                                             (unaudited)

 ASSETS
   Cash, cash equivalents and short-term
    investments                                 $216,724   $192,228
   Restricted cash                                   700        811
   Accounts receivable, net                       12,755     12,420
   Deferred tax assets, net                        6,350      8,056
   Property and equipment, net                    11,554     11,535
   Goodwill and intangible assets, net            45,631     49,595
   Other assets                                    9,720      6,031
                                                --------   --------
      Total assets                              $303,434   $280,676
                                                ========   ========

 LIABILITIES AND STOCKHOLDERS' EQUITY
   Accounts payable                             $ 28,543   $ 23,041
   Accrued liabilities                            12,929     17,073
   Deferred revenue                               24,257     23,616
   Capital leases                                     12         34
                                                --------   --------
      Total liabilities                           65,741     63,764
                                                --------   --------

   Stockholders' equity                          237,693    216,912
                                                --------   --------

     Total liabilities and stockholders'
      equity                                    $303,434   $280,676
                                                ========   ========   


                       UNITED ONLINE, INC.
      Unaudited Condensed Consolidated Statements of Operations
             (in thousands, except per share amounts)


                                                 Three Months Ended 
                                                    September 30,
                                                 ------------------
                                                  2003       2002
                                                 -------    -------

 Revenues:
    Billable services                            $79,646    $51,194
    Advertising and commerce                       9,144      6,874
                                                 -------    -------
        Total revenues                            88,790     58,068

 Operating expenses:
      Cost of billable services                   22,897     20,700
      Cost of free services                        2,084      3,736
      Sales and marketing                         33,939     16,667
      Product development                          5,120      5,921
      General and administrative                   7,008      5,653
      Amortization of intangible assets            3,964      4,685
                                                 -------    -------
         Total operating expenses                 75,012     57,362
                                                 -------    -------

 Operating income                                 13,778        706

      Interest income, net                         1,183        988
                                                 -------    -------

 Income before income taxes                       14,961      1,694

      Provision for income taxes (3)               6,059        169
                                                 -------    -------

 Net income                                      $ 8,902    $ 1,525
                                                 =======    =======

 Basic net income per share                      $  0.21    $  0.04
                                                 =======    =======
 Diluted net income per share                    $  0.19    $  0.03
                                                 =======    =======

 Shares used to calculate basic net
  income per share                                42,774     40,181
                                                 =======    =======
 Shares used to calculate diluted net
  income per share                                46,755     43,687
                                                 =======    =======
 Shares outstanding at end of period              43,445     40,599
                                                 =======    =======


                         UNITED ONLINE, INC.
          Unaudited Condensed Consolidated Cash Flow Statements
                           (in thousands)
 

                                                 Three Months Ended
                                                    September 30,
                                                ------------------- 
                                                  2003       2002
                                                --------   --------

 CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                     $  8,902   $  1,525
 Adjustments to reconcile net income to
  net cash provided by operating
  activities:
   Depreciation, amortization and
    stock-based charges                            5,531      8,053
   Tax benefit from stock options                  4,353        102
   Deferred taxes                                  1,706        --
   Other                                             325        177
   Change in operating assets and
    liabilities (excluding the effects of
    acquisitions):
     Restricted cash                                 111      4,843
     Accounts receivable                            (335)      (521)
     Other assets                                 (3,689)    (2,308)
     Accounts payable and accrued
      liabilities                                  1,358     (3,254)
     Deferred revenue                                641       (465)
                                                --------   --------
       Net cash provided by operating
        activities                                18,903      8,152
                                                --------   --------

 CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of short-term investments             (30,674)   (19,243)
 Proceeds from maturities of short-term
  investments                                       --       19,945
 Purchases of property and equipment              (1,593)      (477)
 Cash paid for acquisitions, net of cash
  acquired                                          --       (1,000)
                                                --------   --------
   Net cash used for investing activities        (32,267)      (775)
                                                --------   --------

 CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments on capital leases                          (22)    (1,188)
 Repayments of notes receivable 
  from stockholders                                 --           28
 Repurchases of common stock                        --       (2,165)
 Proceeds from exercises of stock
  options                                          8,020      1,053
                                                --------   --------
   Net cash provided by (used for)
    financing activities                           7,998     (2,272)
                                                --------   --------
 Change in cash and cash equivalents              (5,366)     5,105
 Cash and cash equivalents, beginning of
  period                                          85,838     41,543
                                                --------   --------
 Cash and cash equivalents, end of
  period                                        $ 80,472   $ 46,648
                                                ========   ========


                          UNITED ONLINE, INC.
        Reconciliation of Net Income to Adjusted Net Income (4)
                 (in thousands, except per share ammounts)


                     Three Months Ended      Three Months Ended
                     September 30, 2003       September 30, 2002
                -------------------------  --------------------------
                          Adjust-                   Adjust-
                Reported   ments Adjusted  Reported  ments   Adjusted
             -------- ------- --------  -------- -------  --------

  Revenues:
   Billable
   services   $79,646   $ --    $79,646  $51,194  $  --      $51,194

  Advertising
   and
   commerce     9,144     --      9,144    6,874     --        6,874
             -------- ------- --------  -------- -------  --------   

  Total
    revenues   88,790     --     88,790   58,068     --       58,068

  Operating
   expenses:
  Cost of
   billable
   services    22,897     --     22,897   20,700     (39)(a)  20,661
  Cost of
   free
   services     2,084     --      2,084    3,736     --        3,736
  Sales and
   market-
   ing         33,939     --     33,939   16,667     (41)(a)  16,626
  Product
   develop-
   ment         5,120     --      5,120    5,921    (147)(a)   5,774
  General
   and
   admini-
   strative     7,008     --      7,008    5,653     (56)(a)   5,597
  Amortization
   of
   intangible
   assets       3,964  (3,964)(b)  --      4,685  (4,685)(b)    --
               -------- ------- --------  -------- -------  --------
  Total
   operating
    expenses   75,012  (3,964)   71,048   57,362  (4,968)     52,394
               -------- ------- --------  -------- -------  --------

 Operating
  income       13,778   3,964    17,742      706    4,968      5,674

  Interest
    income,
    net         1,183    --       1,183      988     --          988
              -------- ------- --------  -------- -------   --------
 Income
  before
  income
  taxes        14,961   3,964    18,925    1,694    4,968      6,662

  Provision
   for
   income
   taxes(3)     6,059   1,605(c)  7,664      169     --          169
             -------- -------  --------  -------- -------   --------

 Net income   $ 8,902 $ 2,359   $11,261   $1,525   $4,968    $ 6,493
             ======== =======   =======  =======  =======    =======

 Basic net
  income
  per share    $ 0.21            $ 0.26   $ 0.04              $ 0.16
             ========            =======  =======             =======
 Diluted net
  income
  per share    $ 0.19            $ 0.24   $ 0.03              $ 0.15
             ========            =======  =======             =======

 Shares used
  to
  calculate
  basic net
  income per
  share        42,774            42,774   40,181              40,181
             ========            =======  =======             =======
 
 Shares used
  to calculate
  diluted net
  income per
  share        46,755            46,755   43,687              43,687
             ========           =======  =======              =======

 Shares
 outstanding
 at end
 of period     43,445            43,445   40,599              40,599
             ========           =======  =======              =======

 (a) Elimination of stock-based charges of $36 and merger-related
     charges of $247.

 (b) Elimination of amortization of intangible assets.

 (c) Income tax effect of adjusting entries.


                          UNITED ONLINE, INC.
              Reconciliation of Non-GAAP Financial Data
                            (in thousands)
            
                     Three Months Ended Sept. 30
                     ---------------------------
                          2003           2002
                         ------         ------

 Adjusted Operating
  Income Before
  Depreciation and
  Amortization (2)

 Operating income        $ 13,778     $    706
  Depreciation              1,567        3,332
  Amortization              3,964        4,685
                          -------      -------

 Operating income
  before depreciation
  and amortization         19,309        8,723
  Stock-based
   charges                     --           36
  Merger-related                         
   charges (a)                 --          247
                          -------      -------
 Adjusted operating
  income before
  depreciation and
  amortization           $ 19,309     $  9,006
                          =======      =======


                            Three Months       Twelve Months 
                           Ended Sept. 30      Ended Sept. 30 
                           ------------------  -------------                    
                            2003         2002         2003 
                          --------     -------      -------
 Free Cash Flow (5):   
  
 Net cash provided by 
  operating activities   $ 18,903     $  8,152     $ 75,797
 Add (deduct):
  Cash paid for merger
   -related charges (a)         -           44        1,915
  Capital expenditures     (1,593)        (477)      (7,099)
                          --------     -------      --------
 Free Cash Flow          $ 17,310     $  7,719     $ 70,613
                          ========     ========     ========

 
 (a) Represents merger-related costs incurred in connection with
     the merger of Juno and NetZero and the acquisition of certain 
     assets of BlueLight.  These costs are primarily attributable 
     to employee stay bonuses and severance payments.


                          UNITED ONLINE, INC.

                     Selected Historical Financial
                Data and Key Metrics (a) (in thousands,
                  except per share amounts, number of
                      employees and where noted)

                Sep. 30,  Jun. 30,   Mar. 31,   Dec. 31, Sep. 30, 
                  2003      2003       2003      2002     2002
               ---------   -------   --------  --------   -------  
 Total
  revenues        $88,790   $79,608   $73,819   $65,800   $58,068
 Net income
 (3)              $ 8,902   $14,594   $ 6,962   $ 4,711   $ 1,525
 Net income
  per diluted
   share (3)      $  0.19   $  0.32   $  0.15   $  0.11   $  0.03
 Billable
  subscribers       2,720     2,547     2,405     2,176     1,848
 Active users
  (in millions)(1)    5.2       5.2       5.2       5.0       4.8
 Number of
  employees
  at end of
  period              487       461       447       444       420
 Annualized
  revenue
  per average
  employee (7)    $   749   $   701   $   663   $   609   $   553




-----------------------------------------------------------------------
(a) More information on the financial results for these quarters 
    can be found in the company's filings with the Securities and 
    Exchange Commission.


            

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