United Online Reports First-Quarter 2004 Results


Conference Call Transcript



                   Record Revenues of $108 Million
               Record Operating Income of $20 Million
                Record Adjusted OIBDA of $26 Million

WESTLAKE VILLAGE, Calif., May 3, 2004 (PRIMEZONE) -- United Online, Inc. (Nasdaq:UNTD), a leading provider of consumer Internet subscription services, today reported results for its first quarter ended March 31, 2004.

Summary of March 2004 Quarter Results:

* Total revenues for the quarter were a record $107.7 million, up 46% versus $73.8 million for the year-ago quarter.

* Operating income for the quarter was a record $19.9 million, or 18.5% of revenues, up 201% versus operating income of $6.6 million, or 9.0% of revenues, in the year-ago quarter.

* Adjusted operating income before depreciation and amortization (or "OIBDA")(1) for the quarter was a record $26.0 million, or 24.1% of revenues, an increase of 90% versus adjusted OIBDA(1) of $13.7 million, or 18.5% of revenues, in the year-ago quarter.

* Pay subscribers(2) grew 203,000 during the quarter to 3.1 million; Revenue generating units(3) (RGUs) grew 472,000 to 4.0 million; Active users(2) totaled 5.4 million at March 31, 2004.

* Net income for the quarter was $12.4 million, or $0.18 per share, versus $7.0 million, or $0.10 per share, for the year-ago quarter. Net income for the March 2004 quarter reflects an effective tax rate of 41.5% versus 10% in the year-ago quarter.(4)

* Adjusted net income(5) for the quarter was a record $15.2 million, or $0.23 per share, an increase of 37% versus adjusted net income of $11.1 million, or $0.16 per share, for the year-ago quarter. The comparability of adjusted net income for these quarters is also impacted by a difference in effective tax rates.(4) Adjusted net income is calculated in a manner consistent with the analyst consensus estimate as reported by First Call.

* Cash flows from operations were a record $34.8 million for the quarter, up 117% from $16.0 million for the year-ago quarter.

* Free cash flow(6) for the quarter was a record $33.8 million, more than double the $15.9 million for the year-ago quarter.

"United Online's results were very strong across the entire business as we delivered another outstanding quarter of growth and profitability," said Mark R. Goldston, chairman, CEO and president of United Online. "Just a year ago we introduced our NetZero HiSpeed and Juno SpeedBand accelerator services, the first leg of our strategy to expand beyond our growing access business with new sources of subscription revenues. Since then, we have added premium email services and, most recently, acquired a personal Web-site services business that further extends our cross-marketing opportunities and subscription reach. Diligent execution of this strategy, combined with an improving online advertising market, helped drive our exceptional growth this quarter while we continued to invest in new long-term opportunities."

"With 46% revenue growth and $34 million of free cash flow in the first quarter, 2004 is off to a solid beginning," said Charles S. Hilliard, executive vice president and CFO of United Online. "The company's decision to authorize an additional $100 million share repurchase program reflects our confidence in the continued strength of our free cash flow, which totaled $95 million over the last twelve months. Given United Online's impressive first-quarter performance, we are revising upward our 2004 financial outlook, which at its midpoint anticipates 48% growth in adjusted OIBDA."

Additional Highlights of the March 2004 Quarter:

* Billable services revenues were a record $97.7 million in the March 2004 quarter, or 91% of total revenues, an increase of 48% versus $66.0 million, or 89% of total revenues, for the March 2003 quarter.

* Billable services margin(7) was a record 73.8% for the March 2004 quarter, up from 64.3% for the year-ago quarter.

* Annualized revenue per average employee(8) was a record $859,000 for the March 2004 quarter, up 30% versus $663,000 for the March 2003 quarter.

* Cash balances at March 31, 2004 were $189.4 million, including cash, cash equivalents and short-term investments.

* The company repurchased 2.9 million shares of its common stock at an aggregate cost of $48.7 million during the March 2004 quarter, reaching the $100 million aggregate amount previously authorized by its Board of Directors. Since the inception of its common stock repurchase program in March 2001, the company has repurchased 7.0 million shares of its common stock at an aggregate cost of $100 million. The company's Board recently authorized additional stock repurchases of up to $100 million through May 31, 2005.

Last month, the company acquired the consumer Web-hosting business of About, Inc., a wholly owned subsidiary of PRIMEDIA Inc. (NYSE: PRM), for approximately $12 million in cash. The business maintains more than 3 million free, ad-supported Web sites and had approximately 53,000 pay subscribers at the date of the acquisition. It offers consumers a variety of affordable personal Web-site services, including hosting, domain and email services.

Business Outlook:

The forward-looking information in this release includes certain projections made by management based on the company's operations 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 June 2004 quarter and the year ending December 31, 2004:



                      -------------- ------------- ----------------
 (in millions)        June'04 Q Est.   CY'04 Est.  Prior CY'04 Est.
                      -------------- ------------- ----------------
 Operating income       $16.0-$17.0   $73.8-78.8     $69.3-$77.3
  Depreciation &
   amortization             6.1          24.4           22.9
  Facility exit
   costs                    3.7           5.2            5.2
  Stock-based
   compensation             0.7           2.6            2.6
                      -------------- ------------- ----------------
  Adjusted operating
   income before
   depreciation and
   amortization(1)      $26.5-$27.5  $106.0-$111.0  $100.0-$108.0
                      ============== ============= ================

  Weighted average
    diluted shares        67.5-68.5     68.0-69.0      71.0-72.0

* Total revenues for the June 2004 quarter are estimated to be between $110 million and $112 million.

* The company estimates that total pay subscribers(2) will increase to between 3.35 million and 3.55 million by December 31, 2004.

* As noted above, the company anticipates incurring facility exit costs associated with the relocation of its Westlake Village headquarters, which will remain in Southern California.

(1) Adjusted operating income before depreciation and amortization is defined as operating income before depreciation, amortization and, in certain periods as reflected in the accompanying tables, stock-based compensation, restructuring and merger-related charges, and facility exit 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 accompanying tables.

(2) Total pay subscribers includes Internet access and non-access premium email subscribers. The company's business outlook also includes Web-hosting pay subscribers. 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 pay service. A detailed subscriber analysis is provided in the accompanying table entitled "Analysis of Revenue Generating Units."

(3) A revenue generating unit (RGU) represents a unique subscription to any individual pay service offered by the company. Internet access, accelerated dial-up and premium email subscriptions represent separate RGUs. For example, a subscriber to the company's accelerated dial-up access service who also subscribes to a premium email service is counted as three subscriptions (one for Internet access, one for accelerated dial-up and one for premium email). The company currently offers its accelerated dial-up service bundled with standard Internet access only. A detailed calculation of RGUs is provided in the accompanying table entitled "Analysis of Revenue Generating Units."

(4) The company increased its effective tax rate as a result of the recognition of a portion of its net deferred tax assets in the June 2003 and December 2003 quarters. This has affected the comparability of net income and adjusted net income to the prior period in which the effective rate was significantly lower. The increase in the effective tax rate does not impact the amount of cash paid for income taxes.

(5) Adjusted net income is defined as net income before the after-tax effect of amortization of intangible assets, stock-based compensation, and restructuring and merger-related charges. 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 accompanying tables.

(6) Free cash flow is defined as net cash provided by operating activities before cash paid for restructuring and merger-related charges, 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 accompanying tables.

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

(8) 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 a leading provider of consumer Internet subscription services through a number of brands, including NetZero and Juno. The company's pay services include Internet access, accelerated dial-up services, premium email, and personal Web-hosting and domain services. It also offers consumers free Internet access, email and Web hosting. The company's access services are available in more than 6,500 cities across the United States and in Canada. United Online is headquartered in Westlake Village, CA, with offices in New York City, San Francisco, CA, Orem, UT, and Hyderabad, India. At March 31, 2004, the company had 504 employees worldwide. For more information about United Online and its Internet subscription services, please visit www.untd.com.

United Online will be hosting a conference call today at 8:00AM PDT (11:00AM EDT) 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," "projections," "business outlook" and "estimate" or similar expressions constitute forward-looking statements. These statements include, without limitation, guidance for future financial performance; growth in pay subscribers; weighted average diluted shares; depreciation and amortization; facility exit costs; stock-based compensation; 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 the company's pricing or competitors' pricing; 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 mix of subscribers, particularly subscribers to accelerated dial-up services; changes in the projected number of weighted average diluted shares due to the issuance of stock and stock options, 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 the company's billable services margin; changes in the 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. From time to time, the company considers acquisitions that, if consummated, could be material. Forward-looking statements are based upon the assumption that no such acquisition is consummated during the relevant periods. If such an acquisition were consummated, actual results could differ materially from any forward-looking statements. 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

                                      March 31,     December 31,
                                        2004           2003
                                     -----------    -----------
                                     (unaudited)
 ASSETS
  Cash, cash equivalents and
   short-term investments              $189,448       $203,723
  Accounts receivable, net               11,546         14,065
  Deferred tax assets, net               20,614         26,373
  Property and equipment, net            12,835         13,428
  Goodwill and intangible
   assets, net                           36,315         40,268
  Other assets                            8,105         10,022
                                       --------       --------
   Total assets                        $278,863       $307,879
                                       ========       ========
 LIABILITIES AND
 STOCKHOLDERS' EQUITY
  Accounts payable                     $ 30,141       $ 31,388
  Accrued liabilities                    17,276         14,028
  Deferred revenue                       27,296         24,639
                                       --------       --------
   Total liabilities                     74,713         70,055
                                       --------       --------
  Stockholders' equity                  204,150        237,824
                                       --------       --------
   Total liabilities and
    stockholders' equity               $278,863       $307,879
                                       ========       ========

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

                                              Three Months Ended
                                                    March 31,
                                             ----------------------
                                                2004        2003
                                             ---------    ---------
 Revenues:
  Billable services                          $  97,682    $  66,035
  Advertising and commerce                       9,993        7,784
                                             ---------    ---------
   Total revenues                              107,675       73,819
                                             ---------    ---------
 Operating expenses:
  Cost of billable services                     25,580       23,589
  Cost of free services                          1,725        3,134
  Sales and marketing                           43,035       23,618
  Product development                            6,101        5,963
  General and administrative                     6,863        7,107
  Stock-based compensation (1)                     477           28
  Amortization of intangible assets              3,964        3,964
  Restructuring charges                             --         (215)
                                             ---------    ---------
   Total operating expenses                     87,745       67,188
                                             ---------    ---------

 Operating income                               19,930        6,631

  Interest and other income, net                 1,206        1,105
                                             ---------    ---------
 Income before income taxes                     21,136        7,736

  Provision for income taxes                     8,775          774
                                             ---------    ---------
 Net income                                  $  12,361    $   6,962
                                             =========    =========
 Basic net income per share                  $    0.20    $    0.11
                                             =========    =========
 Diluted net income per share                $    0.18    $    0.10
                                             =========    =========
 Shares used to calculate
  basic income per share                        62,470       62,202
                                             =========    =========
 Shares used to calculate
  diluted income per share                      67,352       67,638
                                             =========    =========
 Shares outstanding at end of period            61,850       62,556
                                             =========    =========
 (1) Stock-based compensation is
     allocated as follows:
      Cost of billable services              $      --    $       3
      Sales and marketing                           83            5
      Product development                           --            1
      General and administrative                   394           19
                                             ---------    ---------
       Total stock - based compensation      $     477    $      28
                                             =========    =========


                         UNITED ONLINE, INC.
       Unaudited Condensed Consolidated Statement of Cash Flows
                            (in thousands)

                                        Three Months Ended
                                             March 31,
                                       --------------------
                                         2004        2003
                                       --------    --------
 CASH FLOWS FROM
 OPERATING ACTIVITIES:

 Net income:                           $ 12,361    $  6,962
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Depreciation, amortization and
    stock-based compensation              6,039       6,801
   Deferred taxes, tax benefits and
    other                                 7,291         586
 Change in operating assets and
  liabilities (excluding the effects
  of acquisitions):
   Accounts receivable                    2,519        (618)
   Other assets                           1,917      (1,231)
   Accounts payable and accrued
    liabilities                           2,001        (240)
   Deferred revenue                       2,657       3,745
                                       --------    --------
    Net cash provided by
     operating activities                34,785      16,005
                                       --------    --------
 CASH FLOWS FROM INVESTING
 ACTIVITIES:

 Purchases of short-term
  investments                           (38,405)    (13,626)
 Proceeds from maturities and
  sales of short-term investments        43,104         255
 Purchases of rights, patents
  and trademarks                            (11)         --
 Purchases of property
  and equipment                          (1,005)     (2,024)
                                       --------    --------
   Net cash provided by (used
    for) investing activities             3,683     (15,395)
                                       --------    --------
 CASH FLOWS FROM FINANCING
 ACTIVITIES:
  Payments on capital leases                 --        (598)
  Repayments of notes receivable
   from stockholders                         --          10
  Repurchases of common stock           (48,706)     (1,815)
  Proceeds from exercises of
   stock options                            914         255
                                       --------    --------
    Net cash used for financing
     activities                         (47,792)     (2,148)
                                       --------    --------

 Change in cash and cash
  equivalents                            (9,324)     (1,538)
 Cash and cash equivalents,
  beginning of period                    71,234      63,301
                                       --------    --------
 Cash and cash equivalents,
  end of period                        $ 61,910    $ 61,763
                                       ========    ========


                         UNITED ONLINE, INC.
        Reconciliation of Net Income to Adjusted Net Income(5)
                (in thousands, except per-share data)

                  Three Months Ended           Three Months Ended
                     March 31, 2004              March 31, 2003
             ----------------------------- ---------------------------
                       Adjust-                      Adjust-
             Reported   ments     Adjusted Reported  ments    Adjusted
             -------- --------    -------- -------  -------    -------
 Revenues:
  Billable
   services  $ 97,682 $     --    $ 97,682 $66,035  $    --    $66,035
  Advertising
   and
   commerce     9,993       --       9,993   7,784       --      7,784
             -------- --------    -------- -------  -------    -------
  Total
   revenues   107,675       --     107,675  73,819       --     73,819
             -------- --------    -------- -------  -------    -------
 Operating
 expenses:
  Cost of
   billable
   services    25,580       --      25,580  23,589      (37)(a) 23,552
  Cost of free
   services     1,725       --       1,725   3,134       --      3,134
  Sales and
   marketing   43,035       --      43,035  23,618      (26)(a) 23,592
  Product
   development  6,101       --       6,101   5,963     (265)(a)  5,698
  General and
   adminis-
   trative      6,863       --       6,863   7,107     (106)(a)  7,001
  Stock-based
   compensation   477     (477)(b)      --      28      (28)(b)     --
  Amortization
   of intangible
   assets       3,964   (3,964)(c)      --   3,964   (3,964)(c)     --
  Restructuring
   charges         --       --          --    (215)     215(d)      --
             -------- --------    -------- -------  -------    -------
   Total
    operating
    expenses   87,745   (4,441)     83,304  67,188   (4,211)    62,977
             -------- --------    -------- -------  -------    -------
 Operating
  income       19,930    4,441      24,371   6,631    4,211     10,842

  Interest and
   other
   income, net  1,206       --       1,206   1,105       --      1,105
             -------- --------    -------- -------  -------    -------
 Income
  before income
  taxes        21,136    4,441      25,577   7,736    4,211     11,947

 Provision for
  income taxes  8,775    1,609(e)   10,384     774       72(e)     846
             -------- --------    -------- -------  -------    -------
 Net income  $ 12,361 $  2,832    $ 15,193 $ 6,962  $ 4,139    $11,101
             ======== ========    ======== =======  =======    =======
 Basic net
  income per
  share      $   0.20             $   0.24 $  0.11             $  0.18
             ========             ======== =======             =======
 Diluted net
  income per
  share      $   0.18             $   0.23 $  0.10             $  0.16
             ========             ======== =======             =======
 Shares used
  to calculate
  basic income
  per share    62,470               62,470  62,202              62,202
             ========             ======== =======             =======
 Shares used to
  calculate
  diluted
  income
  per share    67,352               67,352  67,638              67,638
             ========             ======== =======             =======
 Shares out-
  standing
  at end of
  period       61,850               61,850  62,556              62,556
             ========             ======== =======             =======

     (a)  Elimination of merger-related charges of $434.
     (b)  Elimination of stock-based compensation.
     (c)  Elimination of amortization of intangible assets.
     (d)  Elimination of restructuring charges.
     (e)  Income tax effect of adjusting entries.


                         UNITED ONLINE, INC.
              Reconciliation of Non-GAAP Financial Data
                            (in thousands)

                                     Three Months Ended March 31,
                                         --------------------
                                           2004         2003
                                         -------      -------
 Adjusted Operating Income
 Before Depreciation and
 Amortization(1)
 Operating income                        $19,930      $ 6,631
  Depreciation                             1,598        2,809
  Amortization                             3,964        3,964
                                         -------      -------
 Operating income before
  depreciation and amortization           25,492       13,404
   Stock-based compensation                  477           28
   Restructuring and merger-
    related charges(a)                        --          219
                                         -------      -------
 Adjusted operating income before
  depreciation and amortization          $25,969      $13,651
                                         =======      =======

                           Three Months Ended    Twelve Months Ended
                                 March 31,            March, 31
                         ----------------------        ---------
                            2004         2003            2004
                         ---------    ---------        ---------
 Free Cash Flow(6)

 Net cash provided by
  operating activities   $  34,785    $  16,005        $ 102,244
 Add (deduct):
  Cash paid for
   restructuring and
   merger-related
   charges(a)                   --        1,915               --
  Capital expenditures      (1,005)      (2,024)          (7,406)
                         ---------    ---------        ---------
 Free cash flow          $  33,780    $  15,896        $  94,838
                         =========    =========        =========

     (a)  Represents restructuring and merger-related charges incurred
          in connection with the merger of Juno and NetZero and the
          acquisition of certain assets of BlueLight. These costs are
          primarily attributable to stay bonuses, contract termination
          fees, write-offs of leasehold improvements and employee
          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)

                     Mar. 31,   Dec. 31,  Sep. 30,  Jun. 30,  Mar. 31,
                       2004       2003      2003      2003      2003
                     --------   -------   -------   -------   -------
 Total revenues      $107,675   $96,948   $88,790   $79,608   $73,819
 Net income          $ 12,361   $24,425   $ 8,902   $14,594   $ 6,962
 Net income per
  diluted share      $   0.18   $  0.35   $  0.13   $  0.21   $  0.10
 Pay subscribers        3,095     2,892     2,720     2,547     2,405
 Active users(2)
  (in millions)           5.4       5.3       5.2       5.2       5.2
 Number of employees
  at end of period        504       499       487       461       447
 Annualized revenue
  per average
  employee(8)        $    859   $   787   $   749   $   701   $   663

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


                         UNITED ONLINE, INC.
               Analysis of Revenue Generating Units (a)
                            (in thousands)

                          Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31,
                            2004     2003     2003     2003     2003
                           -----    -----    -----    -----    -----
 Internet access           3,083    2,890    2,720    2,547    2,405
 Accelerated dial-up         896      638      412      210       22
 Other                        28        7       --       --       --
                           -----    -----    -----    -----    -----
  Total revenue
   generating units        4,007    3,535    3,132    2,757    2,427
                           =====    =====    =====    =====    =====

 Total pay subscribers(b)  3,095    2,892    2,720    2,547    2,405
 Add-on subscription
  penetration(c)              29%      22%      15%       8%       1%

     (a)  A revenue generating unit (RGU) represents a unique
          subscription to any individual pay service offered by the
          company. Internet access, accelerated dial-up and premium
          email subscriptions represent separate RGUs. For example, a
          subscriber to the company's accelerated dial-up access
          service who also subscribes to a premium email service is
          counted as three subscriptions (one for Internet access, one
          for accelerated dial-up and one for premium email). The
          company currently offers its accelerated dial-up service
          bundled with standard Internet access only.

     (b)  Includes Internet access subscribers and other non-access
          pay subscribers.

     (c)  Percentage of multiple pay relationships to total pay
          subscribers.


            

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