Move Inc · 10-K · For 12/31/07
Filed On 2/29/08 4:18pm ET · SEC File 0-26659 · Accession Number 950148-8-49
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
2/29/08 Move Inc 10-K 12/31/07 10:186 Bowne of Century City/FA
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1,023K
2: EX-10.10 Material Contract HTML 10K
3: EX-10.11 Material Contract HTML 15K
4: EX-21.1 Subsidiaries of the Registrant HTML 14K
5: EX-23.1 Consent of Experts or Counsel HTML 7K
6: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 10K
7: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 10K
8: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 8K
9: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 7K
10: EX-99.1 Miscellaneous Exhibit HTML 10K
This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
| |
|
|
|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the fiscal year ended
December 31, 2007
|
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period
from to
|
Move, Inc.
(Exact Name of Registrant as
Specified in its Charter)
| |
|
|
|
|
|
95-4438337
|
(State or Other Jurisdiction
of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
30700 Russell Ranch Road
|
|
91362
|
Westlake Village, California (Zip Code)
(Address of Principal
Executive Offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code:
Securities Registered Pursuant to Section 12(b) of the
Act:
| |
|
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
|
|
|
Common Stock, par value $.001 per share
|
|
The NASDAQ Stock Market LLC
|
|
Warrants to purchase Common Stock, par value $.001 per share
|
|
The NASDAQ Stock Market LLC
|
Securities Registered Pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if
the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
o No
þ
Indicate by check mark if
the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
o No
þ
Indicate by check mark whether
the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that
the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes
þ No
o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or
information statements
incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether
the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See definition of
“large accelerated filer,” “accelerated
filer,” and
“smaller reporting company” in
Rule 12b-2
of the Exchange Act. (Check one):
| |
|
|
|
|
|
|
|
Large Accelerated
Filer o
|
|
Accelerated
Filer þ
|
|
Non-Accelerated
Filer o
|
|
Smaller reporting
company o
|
|
|
|
|
|
(Do not check if a smaller
reporting company)
|
|
|
Indicate by check mark whether
the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes
o No
þ
| |
|
|
|
|
|
|
|
$
|
516,297,643
|
|
|
|
|
|
151,666,255
|
|
|
|
| * |
Based on the closing price of the common stock of $4.48 per
share on that date, as reported on The NASDAQ Stock Market and,
for purposes of this computation only, the assumption that all
of the registrant’s directors, executive officers and
beneficial owners of 10% or more of the registrant’s common
stock are affiliates.
|
In accordance with General Instruction G(3) to
Form 10-K,
certain information in
the registrant’s definitive proxy
statement to be filed with the Securities and Exchange
Commission relating to
the registrant’s 2008 Annual Meeting
of Stockholders is
incorporated by reference into Part III.
MOVE,
INC.
FORM 10-K
INDEX
This Annual Report on
Form 10-K
and the documents incorporated herein by reference contain
forward-looking statements based on our current expectations,
estimates and projections about our industry, beliefs, and
certain assumptions made by us. Words such as
“believes,” “anticipates,”
“estimates,” “expects,”
“projections,” “may,” “potential,”
“plan,” “continue” and words of similar
import constitute “forward-looking statements.” The
forward-looking statements contained in this report involve
known and unknown risks, uncertainties and other factors that
may cause our actual results to be materially different from
those expressed or implied by these statements. These factors
include those listed under “Risk Factors,”
“Business,” and elsewhere in this
Form 10-K,
and the other documents we file with the Securities and Exchange
Commission (“SEC”), including our reports on
Form 8-K
and
Form 10-Q,
and any amendments thereto. Other unknown or unpredictable
factors also could have material adverse effects on our future
results. The forward-looking statements included in this Annual
Report on
Form 10-K
are made only as of the date of this Annual Report. We cannot
guarantee future results, levels of activity, performance or
achievements. Accordingly, you should not place undue reliance
on these forward-looking statements. Finally, we expressly
disclaim any intent or obligation to update any forward-looking
statements to reflect subsequent events or circumstances.
2
PART I
OVERVIEW
Move, Inc. and its
subsidiaries (
“Move”,
“we”,
“our” or
“us”) operate the
leading online network of
web sites for real estate search,
finance, moving and home enthusiasts and is the essential
resource for consumers seeking the information and connections
they need before, during and after a move. Our flagship consumer
web sites are
Move.com
tm,
REALTOR.com
®
and Moving.com. We also provide lead management software for
real estate agents and brokers through our Top
Producer
®
business and local merchant and community information to new
movers through our Welcome
Wagon
®
business.
On our
web sites we display comprehensive real estate property
content, with over four million resale, new home and rental
listings, as well as extensive move-related information and
tools. We hold a significant leadership position in terms of web
traffic, attracting an average of 8.5 million consumers to
our network per month in 2007 according to comScore Media
Metrix, a substantial lead over the number two real estate site.
We also have strong relationships with the real estate industry,
including content agreements with approximately 900 Multiple
Listing Services (
“MLS”) across the country and
exclusive partnerships with the National Association of
REALTORS
®
(
“NAR”) and the National Association of Home Builders
(
“NAHB”).
Our vision is to revolutionize the American dream of home
ownership. A home is the single largest investment in most
people’s lives, and we believe a tremendous opportunity
exists to help transform the difficult process of finding a
place to live into the emotional connection of home. Our mission
is to be the most trusted source for real estate online.
The strategy for realizing our vision is built upon three
pillars:
|
|
|
| |
•
|
Build the leading real estate search experience: providing the
greatest breadth and depth of property listings coupled with
rich, timely neighborhood information in a superior,
consumer-friendly search experience to enable us to be the most
used real estate search engine and the most trusted consumer
site.
|
| |
| |
•
|
Integrate proprietary home and listings-related content:
integrating content such as neighborhood and community
information to improve decision-making and the enjoyment of home
will enable us to convert real estate search users into
recurring users and broaden our advertiser base.
|
| |
| |
•
|
Improve relevance and effectiveness of advertising: aggregating
the largest audience of prospective and current homeowners and
renters and understanding their behavior, demographics, needs
and intent to allow us to deliver contextually relevant ads
targeted to the right consumer at the right time.
|
We operate under two business segments: Real Estate Services and
Consumer Media (formerly referred to as
“Move-Related
Services”), which for the year ended
December 31,
2007, represented approximately 77% and 23% of our revenue,
respectively. For information regarding the results of
operations of each of our segments, see
“Management’s
Discussion and Analysis of Financial Conditions and Results of
Operations” contained in Item 7 and Segment Data
contained in Note 12 to our Consolidated Financial
Statements in Item 8 of this
Form 10-K.
We generate a substantial majority of our revenue from selling
advertising and marketing solutions to real estate industry
participants, including real estate agents, homebuilders and
rental property owners, as well as to other local and national
advertisers interested in reaching our consumer audience. Most
of our revenue is derived from subscription-based services that
allow our customers to easily budget for our services. Our sales
force consists of a combination of internal phone-based account
executives and field sales personnel.
We were incorporated in the State of Delaware in 1993 under the
name of InfoTouch Corporation. In February 1999, we changed our
corporate name to Homestore.com, Inc. In May 2002, we changed
our name to Homestore, Inc. In June 2006, we changed our name to
Move, Inc. See Item 7,
“Management’s Discussion
and Analysis of Financial Condition and Results of
Operations” for a further description of our history. Our
corporate headquarters is located in Westlake Village,
California. Our phone number is
(805) 557-2300.
Our periodic and current reports
3
are available, free of charge, on our
web site,
http://investor.move.com, as soon as possible after such
material is electronically filed with, or furnished to, the SEC.
REAL
ESTATE SERVICES
Real Estate Services incorporates all revenue and associated
costs for products and services sold to real estate
professionals, including real estate agents and brokers, new
home builders, and rental owners or operators. We provide
marketing solutions to help real estate professionals reach and
connect with the highly targeted consumer audience we have
attracted to our
web sites. Real Estate Services is comprised of
our
REALTOR.com
®,
Top Producer
®
and
Move
®
New Homes and Rentals businesses.
REALTOR.com®
The
REALTOR.com
®
web site offers consumers a comprehensive suite of services,
tools and content for all aspects of the residential real estate
transaction. We display on
REALTOR.com
®
listing content received from approximately 900 MLSs across the
United States, resulting in a searchable database of
approximately four million existing homes for sale. Half of our
listings are updated more than once daily and over one million
are updated every fifteen minutes, providing the most
comprehensive and timely content available on the Internet.
In addition to property listings and neighborhood profiles, we
offer consumers information and tools designed to assist them in
understanding the value of their home, preparing the home for
sale, listing and advertising the home, home affordability, the
offer process, applying for a loan and understanding the
mortgage options available, closing the purchase and planning
the move.
REALTOR.com
®
is the official
web site of NAR, the largest trade association
in the United States that represents residential and commercial
real estate professionals, including brokers, agents, property
managers, appraisers, counselors and others engaged in all
aspects of the real estate industry. NAR had approximately
1.3 million members as of
December 31, 2007. Under our
agreement with NAR, we operate
REALTOR.com
®,
and as such we present basic MLS property listings on the web
site at no charge to real estate professionals.
We offer the following services to enable real estate
professionals to manage their online content and branding
presence and better connect with home buyers and sellers:
Showcase Listing Enhancements. When an agent
or broker purchases the enhanced listing product they are then
able to promote their listings by adding more photos, virtual
tours, video and printable brochures to the basic listing. They
can also personalize the listing by adding custom copy, text
effects, their own personal branding information, links to their
personal
web site and more. Enhanced listings are priced based
on the size of a geographic market and the number of annual
listings an agent may have, and are sold on an annual
subscription basis. Historically we have sold enhanced listings
directly to individual real estate agents. During 2006 and 2007,
we experienced an increase in real estate brokers purchasing
enhanced listings on behalf of their agents. Our listing
enhancement product represented approximately 31%, 26%, and 23%
of our overall revenue for fiscal years 2007, 2006 and 2005,
respectively;
Display ad products. We provide numerous
opportunities for real estate professionals to promote
individual properties, themselves or their company brand. These
products are priced based on geographic market and are sold on a
three, six or twelve month subscription bases:
|
|
|
| |
•
|
Featured
Homestm
allows agents or brokers to more prominently display a limited
number of their property listings on the
REALTOR.com®
web site by presenting them first in certain searches of their
respective zip codes;
|
| |
| |
•
|
Featured
Agenttm,
Featured
Companytm
and Featured
Communitytm
all provide the opportunity for agents or brokers to promote
themselves and their services on
REALTOR.com®
in the form of banner advertising within a geographically
targeted real estate audience; and
|
| |
| |
•
|
Featured
CMAtm
allows agents or brokers to present consumers with information
about their local market conditions and, in the process,
recognize the value of contacting them for professional
consultation and assistance.
|
4
Our Featured Homes product represented approximately 11%,
11%, and 10% of our overall revenue for fiscal years 2007, 2006
and 2005, respectively; and
Web sites. We design, host, and maintain
personal and corporate
web sites for real estate professionals.
We offer a series of template
web sites designed specifically
for agents and brokers, which are sold on an annual subscription
basis. The Enterprise, our media design and production business
unit, designs and builds customized
web sites for brokerage
customers seeking
web sites with specialized features and
expanded functionality. Such
websites can display listings for a
broker’s local market using Internet Data Exchange
(
“IDX”) protocols and technology. We support IDX data
feeds in approximately 300 markets.
Top
Producer®
Our primary Top Producer product,
“7itm”,
is the leading customer relationship management (CRM) software
designed specifically for real estate agents. Top
Producer’s 7i web-based application features client
management, appointment and task scheduling, Internet lead
distribution and
follow-up,
prospecting automation, comparative market analysis, customer
presentations and mobile data synchronization. Products are
co-branded for some of the country’s largest franchise
brands, such as RE/MAX, Keller Williams, Coldwell Banker,
Century 21, ERA, GMAC and Real Estate One. We believe that our
ability to assist real estate professionals in managing
relationships with their customers enables us to better
distinguish the value of our media properties. We recently
introduced “8i”, an upgraded version of our product
that provides greater ease of use, performance and better custom
branding. All current users will have the ability to upgrade to
this expanded offering at no additional charge.
The Top Producer CRM software is offered exclusively as a
web-based application that is purchased through an initial
annual subscription. We currently have over 65,000 subscribers
using the web-based CRM software. Our 7i product represented
approximately 10% of our overall revenue for fiscal year 2007.
We also offer Market
Snapshottm
and Market
Buildertm,
products that allow real estate professionals to effortlessly
provide real-time MLS market updates and trend analysis to their
online prospects and clients. Market Snapshot and Market Builder
are currently purchased through an annual subscription and are
available on a stand alone basis, or bundled with 7i and other
Top Producer products.
Move®
New Homes
The Move New Homes channel of Move.com is the official new homes
listing site of the National Association of Home Builders. We
aggregate and display new home listings nationwide. We display
these listings at no charge to consumers or to home builders.
The primary services we offer home builders to enhance, promote
and supplement those listings are the following:
Showcase listings. Showcase listings allow
home builders to promote their listings by giving them priority
placement, adding enhanced property descriptions, highlighting
unique property amenities, displaying multiple photos,
elevations and plans, offering interactive floor plans, and
more. Showcase listings are sold on a monthly subscription
basis; and
Featured Listings. Featured Listings allow
home builders to obtain priority placement for their listings on
the search results page. The Featured Listings displayed in the
top positions are based on consumer-defined criteria and the
relevancy of listing detail to those criteria. Featured Listings
are offered on a
cost-per-click
basis.
Move®
Rentals
We aggregate and display rental listings nationwide. We display
these listings at no charge to consumers or to rental owners and
managers. We offer the following services to enable rental
property owners and managers to enhance, promote and supplement
those listings:
Showcase listings. Showcase listings allow
rental property owners and managers to promote their listings by
giving them priority placement, adding enhanced property
descriptions, highlighting unique property amenities, displaying
multiple photos, offering interactive floor plans and more.
Showcase listings are sold on a monthly subscription
basis; and
5
Featured Listings. Featured Listings allow
rental property owners and managers to obtain priority placement
for their listings on the search results page. The Featured
Listings displayed in the top positions are based on
consumer-defined criteria and the relevancy of listing detail to
those criteria. Featured Listings are offered on a
cost-per-click
basis.
CONSUMER
MEDIA
Our Consumer Media segment provides advertising products and
lead generation tools including display, text-link and rich
media advertising positions, directory products, price quote
tools and content sponsorships on our Move.com and other related
web sites, as well as lead generation products for professional
moving, truck rental, and self-storage businesses on our
Moving.com
web site. In addition, Consumer Media includes our
Welcome
Wagon
®
new-mover direct mail advertising products.
Welcome
Wagon®
Our Welcome Wagon business offers local and national merchants
the opportunity to reach movers through targeted and
personalized direct mail services. The Welcome Wagon
“New
Mover” program integrates local merchant and national
advertiser information into a welcome gift delivered through the
mail to new homeowners shortly after their move. The welcome
gift contains a customized neighborhood address book with
merchant advertiser listings as well as coupons and special
offers from local and national advertisers. Advertisers
typically pay for the product on an annual
contract basis, but
we recognize revenue when we deliver impressions by mailing the
product. The Welcome Wagon gift book represented approximately
11%, 12% and 13% of our overall revenue for fiscal years 2007,
2006 and 2005, respectively.
Additionally, our Welcome Wagon business offers local merchants
solo marketing opportunities through its Pinpoint
Mailtm
product, which is sold on a per mailing basis, and its Early
Advantagetm
product is designed for advertisers who wish to reach new movers
at their existing addresses prior to their actual move.
Media
(formerly Retail Advertising)
Our Media business provides advertisers such as mortgage
companies, home improvement retailers, moving service providers
and other consumer product and service companies with an
efficient way to target consumers in the move cycle. We offer
these advertising customers a variety of products and services
across the entire Move network of
web sites, particularly in our
Finance, Moving and Home & Garden content areas on
Move.com. These products and services include graphical display
advertisements, text links, sponsorships and directories.
Pricing models include cost per thousand impressions
(
“CPM”),
cost-per-click
and subscription based sponsorships of specific content areas.
We also provide consumers with quotes from moving companies,
truck rental companies and self-storage facilities, as well as
other move-related information, on our Moving.com
web site. The
majority of revenue for Moving.com is derived from
cost-per-lead
products.
Homeplans
In the fourth quarter of 2007, we decided to divest our
Homeplans business, which had been reported as part of our
Consumer Media segment. We are actively marketing the business
for sale and expect to complete a transaction in 2008. As a
result, the operating results of this business have been
reclassified as discontinued operations and the assets and
liabilities for this business have been reclassified as assets
and liabilities from discontinued operations on the balance
sheet for all periods presented.
COMPETITION
We face competition in each segment of our business.
6
Real
Estate Services
We compete with a variety of online companies and
web sites
providing real estate content that sell classified advertising
opportunities to real estate professionals and sell advertising
opportunities to other advertisers seeking to reach consumers
interested in products and services related to the home and real
estate. We also compete with
web sites that attract consumers by
offering rebates for home purchases or rental leases, and then
charge the real estate professional who performed the
transaction a referral fee for the introduction. However, these
sites generally have a limited amount of real estate content and
an even more limited directory of qualified
REALTORS
®.
Our primary competitors for online real estate advertising
dollars include Yahoo! Real Estate, LendingTree (a division of
IAC/InterActiveCorp), HouseValues.com, HomeGain (a division of
Classified Ventures, LLC), Trulia, Zillow and Google. In
addition, our
Move
®
Rentals
web site faces competition from ApartmentGuide.com,
Rent.com, ForRent.com and Apartments.com, and our
Move
®
New Homes
web site competes directly with NewHomeGuide.com,
iNest (a division of IAC/InterActiveCorp) and NewHomeSource.com.
Our Move.com
web site also faces competition from general
interest consumer
web sites that offer home, moving and finance
content, including ServiceMagic, Inc. (a division of
IAC/InterActiveCorp), GigaMoves (a division of eBay), and Living
Choices (a division of Network Communications, Inc.).
The barriers to entry for web-based services and businesses are
low. While we believe we would have an advantage on listing
content for some time over other online businesses, we may not
be able to maintain that advantage forever, and they could
create other products and services that could be more attractive
to consumers.
Newspapers and home/apartment guide publications are the two
primary offline competitors of our media offerings. We compete
with newspapers and home/apartment guide publications for the
advertising dollars spent by real estate professionals to
advertise their offerings. In addition, newspapers and the
publishers of home/apartments guides, including Classified
Ventures, Inc., PRIMEDIA Inc., and Network Communications, Inc.,
have extended their media offerings to include an Internet
presence. We must continue to work to shift more real estate
advertising dollars online if we are to successfully compete
with newspapers and real estate guides.
Our Top
Producer®
business faces competition from First American’s
MarketLinx, Inc. subsidiary and Fidelity National Information
Solutions, Inc. which offers competing solutions to real estate
professionals. Top Producer also competes with horizontal
customer relationship management offerings such as Microsoft
Corporation’s Outlook solution, Best Software Inc.’s
ACT! solution, Salesforce.com and FrontRange Solution,
Inc.’s GoldMine product. Some providers of real estate web
site solutions, such as A La Mode, Inc., also offer contact
management features which compete with products from Top
Producer. Certain Internet media companies such as HomeGain and
HouseValues, Inc. are providing drip marketing solutions that
incorporate aspects of lead management, which over time could
pose a competitive threat to Top Producer.
Consumer
Media
Our Welcome
Wagon®
business competes with numerous direct marketing companies that
offer advertising solutions to local and national merchants.
Competitors include Imagitas, Inc., ADVO Inc., Valpak Direct
Marketing Systems, Inc., Pennysaver and MoneyMailer, LLC. These
competitors, like Welcome Wagon, target homeowners at various
stages of the home ownership life cycle with advertising from
third parties.
Our Moving.com business competes with other
web sites that offer
comparable products, such as 123movers.com and VanLines.com.
SEASONALITY
Our Welcome
Wagon®
business in our Consumer Media segment is the one most affected
by seasonality. Our revenue in this line of business is
significantly impacted by the number of household moves in the
United States each year. Due to weather and school calendars, a
disproportionate percentage of moves take place in the second
and third calendar quarters relative to the first and fourth
quarters. As a result, we distribute a larger number of our
Welcome Wagon new mover gift books in the second and third
quarters each year.
7
Also, traffic generally declines on all our
web sites during the
fourth quarter due to weather and the holiday season when
consumers are less likely to search for real estate.
Historically, this has caused revenue from our Media business
(formerly Retail Advertising) to decline in the fourth quarter,
as this business includes revenue models that are directly tied
to traffic levels.
GEOGRAPHIC
REGIONS
We derive all of our revenue from our operations in North
America.
INFRASTRUCTURE
AND TECHNOLOGY
We seek to maintain and enhance our market position with
consumers and real estate professionals by building proprietary
systems and consumer features into our
web sites, such as search
engines for real estate listings and the technologies used to
aggregate real estate content. We regard many elements of our
web sites and underlying technologies as proprietary, and we
attempt to protect these elements and underlying technologies by
relying on trademark, service mark, patent, copyright and trade
secret laws, restrictions on disclosure and other methods. See
“Intellectual Property” below.
Our
web sites are designed to provide fast, secure and reliable
high-quality access to our services, while minimizing the
capital investment needed for our computer systems. We have
made, and expect to continue to make, technological improvements
designed to reduce costs and increase the attractiveness to the
consumer and the efficiency of our systems. We expect that
enhancements to our
web sites, and our products and services,
will come from internally and externally developed technologies.
Our systems supporting our
web sites must accommodate a high
volume of user traffic, store a large number of listings and
related data, process a significant number of user searches and
deliver frequently updated information. Significant increases in
utilization of these services could potentially strain the
capacity of our computers, causing slower response times or
outages. During 2006, we relocated all of our data systems
operations from a facility in Thousand Oaks, California to
Phoenix, Arizona. We now host our Move.com,
REALTOR.com
®,
Moving.com, and Welcome
Wagon
®
web sites, as well as custom broker web pages and the on-line
subscription product for Top
Producer
®
in Phoenix, Arizona. See
“ Risk Factors —
Internet Industry Risks” for a more complete description of
the risks related to our computer infrastructure and technology.
INTELLECTUAL
PROPERTY
We regard substantial elements of our
web sites and underlying
technology as proprietary. We attempt to protect our
intellectual property by relying on a combination of trademark,
service mark, patent, copyright and trade secret laws,
restrictions on disclosure, and other methods.
Despite our precautions, our intellectual property is subject to
a number of risks that may materially adversely affect our
business, including, but not limited to:
|
|
|
| |
•
|
it may be possible for a third party to copy or otherwise obtain
and use our proprietary information without authorization, or to
develop similar technology independently;
|
| |
| |
•
|
we could lose the use of the
REALTOR.com®
trademark or the
REALTOR.com®
domain name, or be unable to protect the other trademarks or web
site addresses that are important to our business, and therefore
would need to devote substantial resources toward developing an
independent brand identity;
|
| |
| |
•
|
we could be subject to litigation with respect to our
intellectual property rights or those of third parties providing
us with content or other licensed material;
|
| |
| |
•
|
we may be required to license additional technology and
information from others, which could require substantial
expenditures by us; and
|
| |
| |
•
|
legal standards relating to the validity, enforceability and
scope of protection of proprietary rights in Internet-related
businesses are uncertain and continue to evolve, and we can give
no assurance regarding our ability to protect our intellectual
property and other proprietary rights.
|
8
See “Risk Factors — Risks Related to Our
Business” for a more complete description of the risks
related to our intellectual property.
EMPLOYEES
As of
December 31, 2007, we had 1,555 active full-time
equivalent employees. We consider our relations with our
employees to be good. No employee is represented by a collective
bargaining agreement and we have never had a work stoppage. We
believe that our future success will depend in part on our
ability to attract, integrate, retain and motivate highly
qualified personnel and upon the continued service of our senior
management and key technical personnel. See
“Risk
Factors — Risks Related to Our Business.”
AVAILABLE
INFORMATION
We file annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K
and amendments to those reports, as well as our proxy statements
and other information, with the SEC. In most cases, those
documents are available, without charge, on our
web site at
http://investor.move.com as soon as reasonably practicable after
they are filed electronically with the SEC. Copies are also
available, without charge, from Move, Inc., Investor Relations,
30700 Russell Ranch Road,
Westlake Village,
CA 91362. You may
also read and copy these documents at the SEC’s public
reference room located at 100 F Street, N.E.,
Washington, D.C. 20549 under our SEC file number
(000-26659),
and you may obtain information on the operation of the public
reference room by calling the SEC at
1-800-SEC-0330.
In most cases, these documents are available over the Internet
from the SEC’s
web site at
http://www.sec.gov.
You should consider carefully the following risk factors and
other information included or incorporated by reference in this
Form 10-K.
The risks and uncertainties described below are not the only
ones we face. Additional risks and uncertainties not presently
known to us or that we deem to be currently immaterial also may
impair our business operations. If any of the following risks
actually occur, our business, financial condition and operating
results could be materially adversely affected.
Risks
Related to our Business
We
have a history of net losses and could incur net losses in the
future.
Until recently, we had incurred net losses every year since
1993. Except for modest net income of $1.0 million in 2007,
$22.1 million in 2006, and $0.5 million in 2005, we
historically have incurred substantial operating losses
including net losses of $7.9 million and $47.1 million
for the years ended
December 31, 2004 and
2003,
respectively. We have an accumulated deficit of approximately
$2.0 billion. Current market conditions around residential
real estate make it difficult to project if we will become
consistently profitable in the future. Furthermore, we hired a
new president in mid-2007 and have been making significant
changes to our organizational structure and our business models.
While these changes are being implemented with the belief that
they will strengthen our business and our market position in the
long run, there can be no assurance that these changes will
generate additional revenue or a more efficient cost structure,
which will be needed to return to profitability.
In February 2006, we introduced our new
Move
®
brand, under which we promote three consumer offerings:
REALTOR.com
®,
Welcome
Wagon
®,
and a new
web site,
Move.com
tm,
and on
June 22, 2006, we changed our corporate name from
Homestore, Inc. to Move, Inc. The new Move.com
web site replaced
our
Homestore.com
®,
HomeBuilder.com
®
and
RENTNET
®
web sites. We will incur considerable costs in building and
maintaining consumer awareness of our brand and there can be no
assurances that these costs will produce the same or greater
revenue than we have experienced in the past.
The
emergence of competitors for our services may adversely impact
our business.
Our existing and potential competitors include
web sites
offering real estate related content and services as well as
general purpose online services, and traditional media such as
newspapers, magazines and television that
9
may compete for advertising dollars. The real estate search
services market in which our Real Estate Services division
operates is becoming increasingly competitive. A number of
competitors have emerged or intensified their focus on the real
estate market, including Yahoo!, Lending Tree and iNest
(divisions of InterActive Corp), HouseValues.com, HomeGain (a
division of Classified Ventures, LLC), ApartmentGuide.com,
Rent.com, ForRent.com, Apartments.com, NewHomeGuide.com,
NewHomeSource.com and more recently Trulia, Google, and Zillow
as well as general interest consumer
web sites that offer home,
moving and finance content, including ServiceMagic, Inc. (a
division of InterActive Corp), Gigamoves (a division of eBay)
and Living Choices (a division of Network Communications, Inc.).
The barriers to entry for web-based services and businesses are
low. In addition, parties with whom we have listing and
marketing agreements could choose to develop their own Internet
strategies or competing real estate sites. Many of our existing
and potential competitors have longer operating histories in the
Internet market, greater name recognition, larger consumer bases
and significantly greater financial, technical and marketing
resources than we do. The rapid pace of technological change
constantly creates new opportunities for existing and new
competitors and it can quickly render our existing technologies
less valuable. Developments in the real estate search services
market may also encourage additional competitors to enter that
market. See “
We may not be able to continue to obtain
more listings from Multiple Listing Services (“MLS”)
and real estate brokers than other web site operators”
below.
We cannot predict how, if at all, our competitors may respond to
our initiatives. We also cannot provide assurance that our new
offerings will be able to compete successfully against these
competitors or new competitors that enter our markets.
We may
not be able to continue to obtain more listings from Multiple
Listing Services (“MLS”) and real estate brokers than
other web site operators.
We believe that the success of
REALTOR.com
®
depends in large part on displaying a larger and more current
listing of existing homes for sale than other
web sites. We
obtain these listings through agreements with MLSs that have
fixed terms, typically twelve to 36 months. At the end of
the term of each agreement, the MLS could choose not to renew
their agreement with us. There are no assurances the MLSs will
continue to renew their agreements to provide listing data to
us. If they choose not to renew their relationship with us, then
REALTOR.com
®
could become less attractive to consumers and thus, less
attractive to our advertising customers.
Internet Data Exchange (
“IDX”) technology makes it
possible for other real estate
web site operators to display MLS
or cooperating broker’s listings on their
web sites. NAR
has adopted guidelines for MLSs that allow a broker to prevent
MLSs from providing such broker’s listing data to other
brokers’
web sites. These guidelines do not apply to
REALTOR.com
®.
In a civil antitrust lawsuit brought against NAR in 2005, the
United States Department of Justice (
“DOJ”) challenged
this policy by alleging that it is in violation of federal
antitrust laws. It is possible that the ultimate resolution of
this antitrust case, or independent initiatives by large brokers
or others, could make it easier for other
web sites to aggregate
listing data for display over the Internet in a manner
comparable to
REALTOR.com
®.
This could impact how consumers and customers value our content
and product offerings on the
REALTOR.com
®
web site.
Our
quarterly financial results are subject to significant
fluctuations.
Our quarterly results of operations have varied in the past and
may vary significantly in the future. We have made significant
investments in our businesses and incurred significant sales and
marketing expenses and plan to continue this as we develop our
brand,
Move®,
and new business initiatives. As we transform business models,
we could experience a decline in quarterly revenue. If revenue
from these initiatives falls below our expectations, we will not
be able to reduce our spending or change our pricing models
rapidly in response to the shortfall. Fluctuations in our
quarterly results could also adversely affect the price of our
common stock.
Other factors that could affect our quarterly operating results
include those described elsewhere in this
Form 10-K,
and include:
|
|
|
| |
•
|
the level at which real estate agents, brokers, homebuilders and
rental owners renew the arrangements through which they obtain
our services;
|
10
|
|
|
| |
•
|
a continued downturn in the residential real estate market and
the impact on advertising;
|
| |
| |
•
|
the amount of advertising sold on our web sites and the timing
of payments for this advertising; and
|
| |
| |
•
|
the costs from pending litigation, including the cost of
settlements.
|
Negative
conditions in the global credit markets may impair the liquidity
of a portion of our investment portfolio.
As of
December 31, 2007, our short-term investments
included $129.9 million of high-grade (AAA rated) auction
rate securities issued by student loan funding organizations,
which loans are 97% guaranteed under FFELP (Federal Family
Education Loan Program). These auction rate securities are
intended to provide liquidity via an auction process that resets
the interest rate, generally every 28 days, allowing
investors to either roll over their holdings or sell them at
par. Subsequent to
December 31, 2007, all of our auction
rate securities completed a successful auction process. However,
during the week of
February 11, 2008, we were informed that
there was insufficient demand at auction for some of our
high-grade auction rate securities. We also experienced a
similar situation with our remaining auction rate securities
during the following two weeks. As a result, these affected
securities are currently not liquid, the interest rates have
been reset to predetermined higher rates (LIBOR plus 1.5%) and
we may be required to hold them until they are redeemed by the
issuer or to maturity which ranges from June 2030 to November
2047. In the event we need to access these funds, we may not be
able to do so without a possible loss to their carrying value,
until a future auction of these investments is successful, the
securities are redeemed by the issuer, or they mature. At this
time, management does not have any evidence to conclude that
these investments are impaired even though the market for these
investments is presently uncertain. If the credit ratings of the
security issuers deteriorate or if normal market conditions do
not return in the near future, we may be required to reduce the
value of our investments through an impairment charge and
reflect them as long term investments on our
March 31, 2008
and any future balance sheets.
We
could be required to expend substantial amounts in connection
with continuing indemnification obligations to a purchaser of
one of our businesses.
As part of the sale in 2002 of our ConsumerInfo division to
Experian Holdings, Inc. (
“Experian”),
$10.0 million of the purchase price was put in escrow to
secure our indemnification obligations (the
“Indemnity
Escrow”). The Indemnity Escrow was scheduled to terminate
in the third quarter of 2003, but prior to the scheduled
termination, Experian demanded indemnification from us for
claims made against Experian or its
subsidiaries by several
parties in civil actions and by the Federal Trade Commission
(
“FTC”), including allegations of unfair and deceptive
advertising in connection with ConsumerInfo’s furnishing of
credit reports and providing
“Advice for Improving
Credit” that appeared on its
web site both before, during
and after our ownership of ConsumerInfo. Under the stock
purchase agreement pursuant to which we sold ConsumerInfo to
Experian, we could have elected to defend against the claims,
but because the alleged conduct occurred both before and after
our sale to Experian, we elected to rely on Experian to defend
them. Accordingly, we have not made a complete evaluation of the
underlying claims, but rather receive periodic updates from
Experian and its counsel concerning their defense of the claims.
The FTC action against Experian was resolved on
August 31,
2005 by stipulated judgment that requires, among other things,
that refunds be made available to certain customers who
purchased ConsumerInfo products during the period November 2000
through September 2003.
We have received information from Experian concerning the total
expenses incurred by Experian in connection with all matters for
which they claim indemnity, and Experian has requested a meeting
with us to discuss resolution of its indemnity claims prior to
commencement of an arbitration process prescribed in the stock
purchase agreement. Under the terms of the stock purchase
agreement, our maximum potential liability for claims by
Experian is capped at $29.25 million less the balance in
escrow. We anticipate that Experian may seek to recover from us
an amount in excess of the Indemnity Escrow amount, which was
$8.2 million on
December 31, 2007.
11
We are
and may continue to be involved in litigation and other
disputes.
Our business and operations may subject us to claims, litigation
and other proceedings brought by private parties and
governmental authorities. We are currently involved in several
matters, which are described in Note 22, “Commitments
and Contingencies — Legal Proceedings,” to our
Consolidated Financial Statements in Item 8 in this
Form 10-K.
Litigation may also result from other companies owning or
obtaining patents or other intellectual property rights that
could prevent, limit or interfere with our ability to provide
our products and services. In recent years, there has been
significant litigation in the United States involving patents
and other intellectual property rights, including in the
Internet industry, and companies in the Internet market are
increasingly making claims alleging infringement of their
intellectual property rights. We have in the past and are
currently involved in intellectual property-related litigation,
and we may be involved in these and other disputes in the
future, to protect our intellectual property or as a result of
an alleged infringement of the intellectual property of others.
Any such lawsuit, including those we are currently defending,
may result in significant monetary damages against us that could
have a material adverse effect on our results of operations and
our financial position. Moreover, even those intellectual
property disputes that are ultimately resolved in our favor, are
time-consuming and expensive to resolve and divert
management’s time and attention. In addition to subjecting
us to monetary damages, any intellectual property dispute could
force us to do one or more of the following:
|
|
|
| |
•
|
stop selling, incorporating or using services that use the
challenged intellectual property;
|
| |
| |
•
|
pay significant sums to obtain a license to the relevant
intellectual property that we are alleged to infringe; and
|
| |
| |
•
|
redesign those services that use technology that is the subject
of an infringement claim.
|
If we are forced to take any of the foregoing actions, such
actions could have a material adverse effect on our results of
operations and our financial position. Pursuant to our operating
agreement with NAR, we may also be required to indemnify NAR for
liabilities arising from the infringement or alleged
infringement of third parties’ intellectual property
rights, and these indemnification obligations could have a
material adverse effect on our results of operations and our
financial position.
We
rely on intellectual property and proprietary
rights.
We regard substantial elements of our
web sites and underlying
technology as proprietary. Despite our precautionary measures,
third parties may copy or otherwise obtain and use our
proprietary information without authorization, or develop
similar technology independently. Any legal action that we may
bring to protect our proprietary information could be
unsuccessful, expensive and distract management from
day-to-day
operations.
Other companies may own, obtain or claim trademarks that could
prevent or limit or interfere with use of the trademarks we use.
The
REALTOR.com
®
web site address and trademark and the
REALTOR
®
trademark are important to our business and are licensed to us
by NAR. If we were to lose the
REALTOR.com
®
domain name or the use of these trademarks, our business would
be harmed and we would need to devote substantial resources
toward developing an independent brand identity.
Legal standards relating to the validity, enforceability and
scope of protection of proprietary rights in Internet-related
businesses are uncertain and evolving, and we can give no
assurance regarding the future viability or value of any of
these proprietary rights.
Our
Series B Preferred Stock could make it more difficult for
us to raise additional capital.
In November 2005, we sold to Elevation Partners, L.P. and
Elevation Employee Side Fund, LLC (together,
“Elevation”) an aggregate of 100,000 shares of
our Series B Convertible Participating Preferred Stock (the
“Series B Preferred Stock”) for an aggregate
purchase price of $100 million. For so long as the holders
of Series B Preferred Stock hold at least one-sixth of
these 100,000 shares of Series B Preferred Stock, we
are generally not permitted, without obtaining the consent of
holders representing at least a majority of the then outstanding
shares of Series B Preferred Stock, to create or issue any
equity securities that rank senior or on a parity with the
Series B Preferred
12
Stock with respect to dividend rights or rights upon our
liquidation. In addition, our stockholders agreement with
Elevation limits the amount of debt we can incur. If we need to
raise additional capital through public or private financing,
strategic relationships or other arrangements to execute our
business plan, we would be restricted in the type of equity
securities that we could offer and the amount of debt we can
incur without the consent of Elevation. We cannot offer any
assurances that we would be able to obtain that consent. If we
were unable to obtain Elevation’s consent, we may not be
able to raise additional capital in the amounts needed to fund
our business or for terms that are desirable.
Our
relationship with the National Association of
REALTORS®
(“NAR”) is an important part of our business plan and
our business could be harmed if we were to lose the benefits of
this agreement.
The
REALTOR.com
®
trademark and
web site address and the
REALTOR
®
trademark are owned by NAR. NAR licenses these trademarks to our
subsidiary RealSelect under a license agreement, and RealSelect
operates the
REALTOR.com
®
web site under an operating agreement with NAR. Our operating
agreement with NAR contains restrictions on how we can operate
the
REALTOR.com
®
web site. For example, we can only enter into agreements with
entities that provide us with real estate listings, such as
MLSs, on terms approved by NAR. In addition, NAR can require us
to include on
REALTOR.com
®
real estate related content that it has developed.
Our operating agreement with NAR, as amended, also contains a
number of provisions that restrict how we operate our business.
For example:
|
|
|
| |
•
|
we would need to obtain the consent of NAR if we want to acquire
or develop another service that provides real estate listings on
an Internet site or through other electronic means; any consent
from NAR, if obtained, could be conditioned on our agreeing to
conditions such as paying fees to NAR or limiting the types of
content or listings on the web sites or service or other terms
and conditions;
|
| |
| |
•
|
we are restricted in the type and subject matter of, and the
manner in which we display, advertisements on the
REALTOR.com®
web site;
|
| |
| |
•
|
NAR has the right to approve how we use its trademarks, and we
must comply with its quality standards for the use of these
marks; and
|
| |
| |
•
|
we must meet performance standards relating to the availability
time of the
REALTOR.com®
web site.
|
NAR also has significant influence over our RealSelect
subsidiary’s corporate governance, including the right to
have one representative as a member of our board of directors
(out of a current total of 11) and two representatives as
members of RealSelect’s board of directors (out of a
current total of 8). RealSelect also cannot take certain
actions, including amending its
certificate of incorporation or
bylaws, pledging its assets and making changes in its executive
officers or board of directors, without the consent of at least
one of NAR’s representatives on its board of directors.
Although the
REALTOR.com®
operating agreement is a perpetual agreement and it does not
contain provisions that allow us to terminate, NAR may terminate
it for a variety of reasons. These include:
|
|
|
| |
•
|
the acquisition of us or RealSelect by another party without
NAR’s consent;
|
| |
| |
•
|
if traffic on the
REALTOR.com®
site falls below 500,000 unique users per month;
|
| |
| |
•
|
a substantial decrease in the number of property listings on our
REALTOR.com®
site; and
|
| |
| |
•
|
a breach of any of our other obligations under the agreement
that we do not cure within 30 days of being notified by NAR
of the breach.
|
If our operating agreement with NAR were terminated, we would be
required to transfer a copy of the software that operates the
REALTOR.com
®
web site and provide copies of our agreements with data content
providers, such as real estate brokers or MLSs, to NAR. NAR
would then be able to operate the
REALTOR.com
®
web site itself or with another third party.
13
We
must dedicate significant resources to market our subscription
products and services to real estate
professionals.
Real estate agents are generally independent contractors rather
than employees of brokers and typically spend a majority of
their time outside the office. As a result, it is often
necessary for us to communicate with them on an individual
basis. This results in relatively high fixed costs associated
with our inside and field-based sales activities. In addition,
since we offer services to both real estate brokers and agents,
we are often required to contact them separately when marketing
our products and services.
Delaware law, our
certificate of incorporation and
bylaws, our
operating agreement with NAR, other agreements with business
partners and a stockholders agreement could have the effect of
delaying or preventing a third party from acquiring us, even if
a change in control would be beneficial to our stockholders. For
example, we currently have a classified Board of Directors,
although our
certificate of incorporation has been amended to
provide for the annual election of all directors beginning at
our annual meeting of our stockholders in 2008. In addition, our
stockholders are unable to act by written consent or to fill any
vacancy on the Board of Directors. Our stockholders cannot call
special meetings of stockholders for any purpose, including
removing any director or the entire Board of Directors without
cause. Certain terms of the Series B Preferred Stock could
also discourage a third party from acquiring us. Upon a change
in control, we would be required to make an offer to repurchase
all of the outstanding shares of Series B Preferred Stock
for total cash consideration generally equal to 101% of the
liquidation preference ($100 million plus all accrued and
unpaid dividends) plus, under certain circumstances, 101% of a
portion of the dividends which would have accrued had the
Series B Preferred Stock remained outstanding. In addition,
NAR could terminate the
REALTOR.com
®
operating agreement if we are acquired and they do not consent
to the acquisition.
Real
Estate Industry Risks
Our
business is dependent on the strength of the real estate
industry, which is both cyclical and seasonal and is affected by
general economic conditions.
The real estate industry traditionally has been cyclical.
Economic swings in the real estate industry may be caused by
various factors. When interest rates are high or general
national and global economic conditions are or are perceived to
be weak, there is typically less sales activity in real estate.
A decrease in the current level of sales of real estate and
products and services related to real estate could adversely
affect demand for our products and services. In addition,
reduced traffic on our
web sites could cause our subscription
and advertising revenue to decline, which would materially and
adversely affect our business.
During recessionary periods, there tends to be a corresponding
decline in demand for real estate, generally and regionally,
that could adversely affect certain segments of our business.
Such adverse effects typically are a general decline in rents
and sales prices, a decline in leasing activity, a decline in
the level of investments in, and the value of real estate, and
an increase in defaults by tenants under their respective
leases. All of these, in turn, adversely affect revenue for fees
and brokerage commissions, which are derived from property
sales, annual rental payments, and property management fees
which may or may not influence advertising.
Purchases of real property and related products and services are
particularly affected by negative trends in the general economy.
The success of our operations depends to a significant extent
upon a number of factors relating to discretionary consumer and
business spending, and the overall economy, as well as regional
and local economic conditions in markets where we operate,
including interest rates, taxation policies, availability of
credit, employment levels, wage and salary levels and fears of
terrorist attacks or threats of war.
We could experience seasonality in our business as we offer new
products and new pricing models. The real estate industry, in
most areas of the United States, generally experiences a
decrease in activity during the winter months.
14
We
have risks associated with changing legislation in the real
estate industry.
Real estate is a heavily regulated industry in the U.S.,
including regulation under the Fair Housing Act, the Real Estate
Settlement Procedures Act and state advertising laws. In
addition, states could enact legislation or regulatory policies
in the future, which could require us to expend significant
resources to comply. These laws and related regulations may
limit or restrict our activities. As the real estate industry
evolves in the Internet environment, legislators, regulators and
industry participants may advocate additional legislative or
regulatory initiatives. Should existing laws or regulations be
amended or new laws or regulations be adopted, we may need to
comply with additional legal requirements and incur resulting
costs, or we may be precluded from certain activities. For
instance, our
Move®
Rentals business required us to qualify and register as a real
estate agent/broker in the State of California. To date, we have
not spent significant resources on lobbying or related
government issues. Any need to significantly increase our
lobbying or related activities could substantially increase our
operating costs.
Internet
Industry Risks
Our
operations depend upon our ability to maintain and protect our
computer systems.
Temporary or permanent outages of our computers or software
equipment could have an adverse effect on our business. Although
we have not experienced any material outages to date, we
currently do not have fully redundant systems for our
web sites
and other services at an alternate site. Therefore, our systems
are vulnerable to damage from break-ins, unauthorized access,
vandalism, fire, earthquakes, power loss, telecommunications
failures and similar events. Although we maintain insurance
against fires, earthquakes and general business interruptions,
the amount of coverage, while adequate to replace assets and
compensate for losses incurred, may not be adequate to
compensate for the disruption it causes our customers and
consumers, which could affect our future revenues and traffic.
Experienced computer programmers seeking to intrude or cause
harm, or hackers, may attempt to penetrate our network security
from time to time. Although we have not experienced any material
security breaches to date, if a hacker were to penetrate our
network security, they could misappropriate proprietary
information or cause interruptions in our services. We might be
required to expend significant capital and resources to protect
against, or to alleviate, problems caused by hackers. We also
may not have a timely remedy against a hacker who is able to
penetrate our network security. In addition to purposeful
security breaches, the inadvertent transmission of computer
viruses could expose us to litigation or to a material risk of
loss.
We
depend on continued improvements to our computer
network.
Any failure of our computer systems that causes interruption or
slower response time of our
web sites or services could result
in a smaller number of users of our
web sites or the
web sites
that we host for real estate professionals. If sustained or
repeated, these performance issues could reduce the
attractiveness of our
web sites to consumers and our
subscription products and services to real estate professionals,
providers of real estate-related products and services and other
Internet advertisers. Increases in the volume of our
web site
traffic could also strain the capacity of our existing computer
systems, which could lead to slower response times or system
failures. This would cause the number of real property search
inquiries, advertising impressions, other revenue producing
offerings and our informational offerings to decline, any of
which could hurt our revenue growth and our brand loyalty. We
may need to incur additional costs to upgrade our computer
systems in order to accommodate increased demand if our systems
cannot handle current or higher volumes of traffic. We may not
be able to project accurately the rate, timing or cost of any
increases in our business, or to expand and upgrade our systems
and infrastructure to accommodate any increases in a timely
manner.
We
could face liability for information on our web sites and for
products and services sold over the Internet.
We provide third-party content on our
web sites, particularly
real estate listings. We could be exposed to liability with
respect to this third-party information. Persons might assert,
among other things, that by directly or indirectly providing a
link to
web sites operated by third parties, we should be liable
for copyright or trademark infringement or other wrongful
actions by the third parties operating those
web sites. They
could also assert that our
15
third-party information contains errors or omissions, and
consumers could seek damages for losses incurred if they rely
upon incorrect information.
We enter into agreements with other companies under which we
share with these other companies revenue resulting from
advertising or the purchase of services through direct links to
or from our
web sites. These arrangements may expose us to
additional legal risks and uncertainties, including local,
state, federal and foreign government regulation and potential
liabilities to consumers of these services, even if we do not
provide the services ourselves. We cannot offer any assurance
that any indemnification provided to us in our agreements with
these parties, if available, will be adequate.
Even if these claims do not result in liability to us, we could
incur significant costs in investigating and defending against
these claims. Our general liability insurance may not cover all
potential claims to which we are exposed and may not be adequate
to indemnify us for all liability that may be imposed.
|
|
|
Item 1B.
|
Unresolved
Staff Comments.
|
None.
We maintain the following principal facilities:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square
|
|
|
Lease
|
|
|
|
Location
|
|
|
Feet
|
|
|
Expiration
|
|
|
|
Principal executive and corporate office(C)(R)(M)
|
|
|
Westlake Village, CA
|
|
|
|
137,762
|
|
|
|
2010
|
|
Technology facility(C)(R)(M)
|
|
|
Phoenix, AZ
|
|
|
|
8,114
|
|
|
|
2017
|
|
Operations and customer service center(R)(M)
|
|
|
Scottsdale, AZ
|
|
|
|
46,182
|
|
|
|
2013
|
|
Product development and marketing(C)(R)(M)
|
|
|
Campbell, CA
|
|
|
|
29,767
|
|
|
|
2013
|
|
Welcome Wagon(R)(M)
|
|
|
Plainview, NY
|
|
|
|
48,148
|
|
|
|
2015
|
|
Top
Producer®(R)
|
|
|
Richmond, BC
|
|
|
|
47,004
|
|
|
|
2008
|
|
Enterprise(R)
|
|
|
Milwaukee, WI
|
|
|
|
16,817
|
|
|
|
2010
|
|
Sales offices(M)
|
|
|
Manhattan, NY
|
|
|
|
6,000
|
|
|
|
2012
|
|
Moving.com(M)
|
|
|
Marlborough, MA
|
|
|
|
5,580
|
|
|
|
2009
|
|
Sales offices(M)
|
|
|
Norwalk, CT
|
|
|
|
1,300
|
|
|
|
2008
|
|
(C — Corporate) (R — Real Estate Services)
(M — Consumer Media)
|
|
|
|
|
|
|
|
We believe that our existing facilities and office space are
adequate to meet current requirements.
|
|
|
Item 3.
|
Legal
Proceedings.
|
From time to time, we are party to various litigation and
administrative proceedings relating to claims arising from our
operations in the ordinary course of business.
See the
disclosure regarding litigation included in Note 21,
“Settlements of Disputes and Litigation —
Settlement of Securities Class Action Lawsuit and Potential
Obligations” and
“Settlement and Resolution of Other
Litigation,” and Note 22,
“Commitments and
Contingencies — Legal Proceedings,” to our
audited Consolidated Financial Statements contained in
Item 8 of this
Form 10-K,
which are
incorporated herein by reference. As of the date of
this
Form 10-K
and except as set forth herein, we are not a party to any other
litigation or administrative proceedings that management
believes will have a material adverse effect on our business,
results of operations, financial condition or cash flows.
|
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders.
|
We did not submit any matters to a vote of security holders
during the fourth quarter of the fiscal year ended
December 31, 2007.
16
PART II
|
|
|
Item 5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
|
Market
Information
Our common stock was traded on The NASDAQ National Market under
the symbol
“HOMS” from
January 2, 2004 until
May 2, 2006. On
May 3, 2006, we changed our symbol to
“MOVE.” We are now listed on the NASDAQ Global Select
Market. The following table shows the high and low sale prices
of the common stock as reported by The NASDAQ Stock Market for
the periods indicated.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
7.04
|
|
|
$
|
5.12
|
|
|
|
|
|
|
Second Quarter
|
|
|
7.08
|
|
|
|
4.67
|
|
|
|
|
|
|
Third Quarter
|
|
|
5.68
|
|
|
|
3.73
|
|
|
|
|
|
|
Fourth Quarter
|
|
|
5.89
|
|
|
|
4.32
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
6.69
|
|
|
|
5.22
|
|
|
|
|
|
|
Second Quarter
|
|
|
5.59
|
|
|
|
3.80
|
|
|
|
|
|
|
Third Quarter
|
|
|
4.55
|
|
|
|
2.36
|
|
|
|
|
|
|
Fourth Quarter
|
|
|
3.08
|
|
|
|
2.20
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter (up until February 25, 2008)
|
|
|
2.97
|
|
|
|
1.62
|
|
As of
February 25, 2008, there were approximately 3,117
record holders of our common stock. Because many of these shares
are held by brokers and other institutions on behalf of
stockholders, we are unable to estimate the total number of
stockholders represented by these record holders.
Dividends
We have never declared or paid any cash dividends on our common
stock and do not anticipate paying any cash dividends in the
foreseeable future, except for an annual dividend of $0.08 to be
paid on the one share of our Series A preferred stock held
by NAR. We are obligated to pay dividends on our Series B
Preferred Stock of 3.5% per year, paid quarterly. For the first
five years the Series B Preferred Stock is outstanding, the
dividend will be paid “in-kind” in shares of
Series B Preferred Stock. See Note 15,
“Series B Convertible Preferred Stock,” to our
Consolidated Financial Statements contained in Item 8 of
the
Form 10-K
for information regarding restrictions on our ability to pay
dividends.
17
Stock
Repurchases
The following table provides information regarding our purchases
of our common stock during the three months ended
December 31, 2007 (in thousands, except share data):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
Dollar Value of
|
|
|
|
|
|
|
|
|
|
|
Purchased as
|
|
|
Shares that may
|
|
|
|
|
Total Number
|
|
|
|
|
|
Part of Publicly
|
|
|
yet be Purchased
|
|
|
|
|
of Shares
|
|
|
Average Price
|
|
|
Announced Plans
|
|
|
Under the Plans
|
|
|
Period
|
|
Purchased(1)
|
|
|
Paid Per Share
|
|
|
or Programs
|
|
|
or Programs
|
|
|
|
|
10/1/07 — 10/31/07
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
50,000
|
|
|
11/1/07 — 11/30/07
|
|
|
901,400
|
|
|
$
|
2.35
|
|
|
|
901,400
|
|
|
$
|
47,882
|
|
|
12/1/07 — 12/31/07
|
|
|
3,261,512
|
|
|
$
|
2.42
|
|
|
|
3,261,512
|
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,162,912
|
|
|
$
|
2.40
|
|
|
|
4,162,912
|
|
|
$
|
40,000
|
|
|
|
|
|
(1) |
|
On September 13, 2007, our Board of Directors authorized a
stock repurchase program. The program authorizes, in one or more
transactions taking place during the twelve month period
following September 17, 2007, the repurchase of our
outstanding common stock utilizing surplus cash in the amount of
up to $50 million. Under the program, we can purchase
shares of common stock in the open market or in privately
negotiated transactions. The timing and amount of repurchase
transactions under this program will depend upon market
conditions, corporate considerations and regulatory
requirements. Shares repurchased under the program shall be
retired to constitute authorized but unissued shares of our
common stock. As of December 31, 2007, we had purchased
4,162,912 shares for a total expenditure of
$10.0 million which were immediately retired. |
Recent
Sales of Unregistered Securities
There were no sales of unregistered equity securities by Move,
Inc. during the year ended
December 31, 2007 that have not
previously been reported in a Quarterly Report on
Form 10-Q
or in a Current Report on
Form 8-K.
Securities
Authorized for Issuance under Equity Compensation
Plans
The following table provides information as of
December 31,
2007 regarding compensation plans (including individual
compensation arrangements) under which our equity securities are
authorized for issuance.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
Remaining Available for
|
|
|
|
|
Number of Securities to
|
|
|
Exercise Price of
|
|
|
Future Issuance Under
|
|
|
|
|
be Issued Upon Exercise
|
|
|
Outstanding
|
|
|
Equity Compensation Plans
|
|
|
|
|
of Outstanding Options,
|
|
|
Options, Warrants
|
|
|
(Excluding Securities
|
|
|
|
|
Warrants and Rights
|
|
|
and Rights
|
|
|
Reflected in Column (a)
|
|
|
Plan Category
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
Equity compensation plans approved by security holders
|
|
|
28,626
|
|
|
$
|
3.65
|
|
|
|
3,167
|
|
|
Equity compensation plans not approved by security holders
|
|
|
8,945
|
|
|
$
|
2.70
|
|
|
|
7,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
37,571
|
|
|
$
|
3.43
|
|
|
|
10,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
Compensation Plan Information
Each of the above plans provides that the number of shares with
respect to which options may be granted, and the number of
shares of common stock subject to an outstanding option, shall
be proportionately adjusted in the event of a subdivision or
consolidation of shares or the payment of a stock dividend on
common stock, and the purchase price per share of outstanding
options shall be proportionately revised.
18
The Move, Inc. 1999 Stock Incentive Plan, a security-holder
approved plan, contains a provision for an automatic increase in
the number of shares available for issuance each January 1
(until
January 1, 2009) by an amount equal to 4.5% of
the total number of outstanding shares as of the preceding
December 31; provided that the aggregate number of shares that
qualify as Incentive Stock Options (as defined in the plan) must
not exceed 20.0 million shares. On
January 1, 2008,
6,813,010 additional options became available under the plan.
Non-Shareholder
Approved Plans
Options are granted from the Move, Inc. 2002 Stock Incentive
Plan, a plan established in January 2002 to attract and retain
qualified personnel. No more then 40% of the available
securities granted under this plan may be awarded to our
directors or executive officers. Option grants under this plan
are non-qualified stock options and generally have a four-year
vesting schedule and a
10-year life.
Other non-shareholder approved plans include the following plans
assumed in connection with prior acquisitions: The
1997-1998
Stock Incentive Plan of Cendant Corporation, the Cendant
Corporation Move.com Group 1999 Stock Option Plan, as amended
and restated effective as of
March 21, 2000, the Move.com,
Inc. 2000 Stock Incentive Plan, the HomeWrite Incorporated 2000
Equity Incentive Plan, the ConsumerInfo.com, Inc. 1999 Stock
Option Plan, the iPlace 2000 Stock Option Plan, the
eNeighborhoods, Inc. 1998 Stock Option Plan, the Qspace, Inc.
1999 Stock Option Plan, the iPlace, Inc. 2001 Equity Incentive
Plan and The Hessel Group, Inc. 2000 Stock Option Plan. Each of
these plans (i) was intended to attract, retain and
motivate employees, (ii) was administered by the Board of
Directors or by a committee of the Board of Directors of such
entities, and (iii) provided that options granted
thereunder would be exercisable as determined by such Board or
committee, provided that no option would be exercisable after
the expiration of 10 years after the grant date. We granted
1,726,000 options under these plans in 2007, but we did not
grant any option under these plans in 2006 and 2005. Options
outstanding as of
December 31, 2007 pursuant to
compensation plans assumed in connection with prior
acquisitions, in the aggregate, total 1,787,941 and the weighted
average exercise price of those option shares is $4.90.
For additional information regarding our equity compensation
plans, see Note 13, “Stock Plans,” to our
Consolidated Financial Statements contained in Item 8 of
this
Form 10-K.
|
|
|
Item 6.
|
Selected
Financial Data
|
You should read the following selected consolidated financial
data together with the Consolidated Financial Statements and
related notes included in “Part II —
Item 8. Financial Statements and Supplementary Data”
and “Part II — Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations.”
The consolidated statement of operations data for the years
ended
December 31, 2007,
2006 and
2005 and the consolidated
balance sheet data as of
December 31, 2007 and
2006 are
derived from our audited Consolidated Financial Statements
included in
“Part II — Item 8.
Financial Statements and Supplementary Data.” The
consolidated statement of operations data for the years ended
December 31, 2004 and
2003 and the consolidated balance
sheet data as of
December 31, 2005,
2004 and
2003 have been
derived from audited Consolidated Financial Statements not
included in this
Form 10-K.
Pursuant to Statement of Financial Accounting Standards
(
“SFAS”) No. 144
“Accounting for the
Impairment or Disposal of Long-Lived Assets”
(
“SFAS No. 144”), our Consolidated Financial
Statements for all periods presented reflects the classification
of our Homeplans, Wyldfyre and CFT divisions as discontinued
operations.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
|
(In thousands, except per share amounts)
|
|
|
|
|
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue(1)
|
|
$
|
286,283
|
|
|
$
|
280,112
|
|
|
$
|
240,911
|
|
|
$
|
204,191
|
|
|
$
|
185,737
|
|
|
Related party revenue
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
286,283
|
|
|
|
280,112
|
|
|
|
240,911
|
|
|
|
204,191
|
|
|
|
193,432
|
|
|
Cost of revenue(1)
|
|
|
57,233
|
|
|
|
58,790
|
|
|
|
49,002
|
|
|
|
43,516
|
|
|
|
49,206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
229,050
|
|
|
|
221,322
|
|
|
|
191,909
|
|
|
|
160,675
|
|
|
|
144,226
|
|
19
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
|
(In thousands, except per share amounts)
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing(1)
|
|
|
108,633
|
|
|
|
107,861
|
|
|
|
88,560
|
|
|
|
86,250
|
|
|
|
99,250
|
|
|
|
|
|
34,656
|
|
|
|
33,666
|
|
|
|
21,679
|
|
|
|
15,111
|
|
|
|
16,801
|
|
|
General and administrative(1)
|
|
|
80,718
|
|
|
|
79,751
|
|
|
|
80,735
|
|
|
|
66,622
|
|
|
|
63,339
|
|
|
Amortization of intangible assets
|
|
|
2,028
|
|
|
|
1,966
|
|
|
|
2,563
|
|
|
|
6,868
|
|
|
|
20,837
|
|
|
Restructuring charges(1)
|
|
|
—
|
|
|
|
(278
|
)
|
|
|
(1,331
|
)
|
|
|
1,316
|
|
|
|
4,100
|
|
|
Impairment of long-lived assets
|
|
|
6,125
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
26,999
|
|
|
Litigation settlement
|
|
|
3,900
|
|
|
|
—
|
|
|
|
1,750
|
|
|
|
2,168
|
|
|
|
63,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
236,060
|
|
|
|
222,966
|
|
|
|
193,956
|
|
|
|
178,335
|
|
|
|
294,926 ,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(7,010
|
)
|
|
|
(1,644
|
)
|
|
|
(2,047
|
)
|
|
|
(17,660
|
)
|
|
|
(150,700
|
)
|
|
Interest income (expense), net
|
|
|
9,852
|
|
|
|
7,249
|
|
|
|
2,351
|
|
|
|
673
|
|
|
|
(404
|
)
|
|
Gain on settlement of distribution agreement
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
104,071
|
|
|
Other income (expense), net
|
|
|
1,482
|
|
|
|
17,410
|
|
|
|
642
|
|
|
|
2,366
|
|
|
|
692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
4,324
|
|
|
|
23,015
|
|
|
|
946
|
|
|
|
(14,621
|
)
|
|
|
(46,341
|
)
|
|
Provision for income taxes
|
|
|
(501
|
)
|
|
|
(134
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
3,823
|
|
|
|
22,881
|
|
|
|
946
|
|
|
|
(14,621
|
)
|
|
|
(46,341
|
)
|
|
Gain on disposition of discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
855
|
|
|
|
7,294
|
|
|
|
2,530
|
|
|
Loss from discontinued operations(1)
|
|
|
(2,842
|
)
|
|
|
(776
|
)
|
|
|
(1,256
|
)
|
|
|
(559
|
)
|
|
|
(3,313
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
981
|
|
|
|
22,105
|
|
|
|
545
|
|
|
|
(7,886
|
)
|
|
|
(47,124
|
)
|
|
Convertible preferred stock Dividend and related accretion
|
|
|
(4,977
|
)
|
|
|
(4,859
|
)
|
|
|
(408
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) applicable to common stockholders
|
|
$
|
(3,996
|
)
|
|
$
|
17,246
|
|
|
$
|
137
|
|
|
$
|
(7,886
|
)
|
|
$
|
(47,124
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share applicable to common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.01
|
)
|
|
$
|
0.12
|
|
|
$
|
0.00
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.39
|
)
|
|
Discontinued operations
|
|
|
(0.02
|
)
|
|
|
(0.01
|
)
|
|
|
(0.00
|
)
|
|
|
0.05
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share applicable to common stockholders
|
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
0.00
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.40
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share applicable to common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.01
|
)
|
|
$
|
0.11
|
|
|
$
|
0.00
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.39
|
)
|
|
Discontinued operations
|
|
|
(0.02
|
)
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
0.05
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share applicable to common stockholders
|
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
0.00
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.40
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
|
(In thousands, except per share amounts)
|
|
|
|
|
Shares used in calculation of income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
154,524
|
|
|
|
151,170
|
|
|
|
147,175
|
|
|
|
136,518
|
|
|
|
118,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
154,524
|
|
|
|
163,394
|
|
|
|
182,548
|
|
|
|
136,518
|
|
|
|
118,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The following chart summarizes the stock-based compensation and
charges that have been included in the following captions for
the periods presented: |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,119
|
|
|
Cost of revenue
|
|
|
190
|
|
|
|
217
|
|
|
|
—
|
|
|
|
—
|
|
|
|
16
|
|
|
Sales and marketing
|
|
|
1,386
|
|
|
|
1,971
|
|
|
|
291
|
|
|
|
301
|
|
|
|
3,795
|
|
|
|
|
|
1,181
|
|
|
|
1,468
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15
|
|
|
General and administrative
|
|
|
11,369
|
|
|
|
11,931
|
|
|
|
824
|
|
|
|
518
|
|
|
|
164
|
|
|
Restructuring charges
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,140
|
|
|
Impairment of long-lived assets
|
|
|
570
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from continuing operations
|
|
|
14,696
|
|
|
|
15,587
|
|
|
|
1,115
|
|
|
|
819
|
|
|
|
7,249
|
|
|
Total from discontinued operations
|
|
|
91
|
|
|
|
88
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation and charges
|
|
$
|
14,787
|
|
|
$
|
15,675
|
|
|
$
|
1,115
|
|
|
$
|
819
|
|
|
$
|
7,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and short-term investments
|
|
$
|
175,613
|
|
|
$
|
157,848
|
|
|
$
|
152,322
|
|
|
$
|
59,859
|
|
|
$
|
35,517
|
|
|
Working capital (deficiency)
|
|
|
133,789
|
|
|
|
129,925
|
|
|
|
95,810
|
|
|
|
1,059
|
|
|
|
(70,729
|
)
|
|
Total assets
|
|
|
282,528
|
|
|
|
285,949
|
|
|
|
249,026
|
|
|
|
150,504
|
|
|
|
153,548
|
|
|
Obligation under capital lease
|
|
|
2,167
|
|
|
|
4,071
|
|
|
|
1,005
|
|
|
|
2,765
|
|
|
|
1,904
|
|
|
Series B convertible preferred stock
|
|
|
101,189
|
|
|
|
96,212
|
|
|
|
91,349
|
|
|
|
—
|
|
|
|
—
|
|
|
Total stockholders’ equity
|
|
|
104,477
|
|
|
|
101,452
|
|
|
|
61,924
|
|
|
|
57,393
|
|
|
|
328
|
|
|
|
|
Item 7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
You should read the following discussion in conjunction with our
audited Consolidated Financial Statements for the years ended
December 31, 2007,
2006 and
2005 and related notes included
in
“Part II — Item 8. Financial
Statements and Supplementary Data.”
Overview
Our
History
We were incorporated in 1993 under the name of InfoTouch
Corporation with the objective of establishing an interactive
network of real estate “kiosks” for consumers to
search for homes. In 1996, we began to develop the technology to
build and operate real estate related Internet sites. In 1996,
we entered into a series of agreements with NAR and several
investors and transferred technology and assets to a
newly-formed subsidiary, which ultimately
21
became RealSelect, Inc. RealSelect, Inc. in turn entered into a
number of formation agreements with, and issued cash and common
stock representing a 15% ownership interest in RealSelect, Inc.
to, NAR in exchange for the rights to operate the
REALTOR.com
®
web site and pursue commercial opportunities relating to the
listing of real estate on the Internet. That 15% ownership in
RealSelect, Inc. was exchanged for stock in a new parent
company, Homestore.com, Inc., in August 1999. Our initial
operating activities primarily consisted of recruiting
personnel, developing our
web site content and raising our
initial capital and we began actively marketing our advertising
products and services to real estate professionals in January
1997. We changed our name to Homestore, Inc. in May 2002 and to
Move, Inc. in June 2006.
Our
Business
Move, Inc. and its
subsidiaries (
“Move”,
“we”,
“our” or
“us”) operate the
leading online network of
web sites for real estate search,
finance, moving and home enthusiasts and is the essential
resource for consumers seeking the information and connections
they need before, during and after a move. Our flagship consumer
web sites are
Move.com
®,
REALTOR.com
®
and Moving.com. We also provide lead management software for
real estate agents and brokers through our Top
Producer
®
business and local merchant and community information to new
movers through our Welcome
Wagon
®
business.
On our
web sites we display comprehensive real estate property
content, with over four million resale, new home and rental
listings, as well as extensive move-related information and
tools. We hold a significant leadership position in terms of web
traffic, attracting an average of 8.5 million consumers to
our network per month in 2007 according to comScore Media
Metrix, a substantial lead over the number two real estate site.
We also have strong relationships with the real estate industry,
including content agreements with approximately 900 Multiple
Listing Services (
“MLS”) across the country and
exclusive partnerships with the National Association of
REALTORS
®
(
“NAR”) and the National Association of Home Builders
(
“NAHB”).
Our vision is to revolutionize the American dream of home
ownership. A home is the single largest investment in most
people’s lives, and we believe a tremendous opportunity
exists to help transform the difficult process of finding a
place to live into the emotional connection of home. Our mission
is to be the most trusted source for real estate online.
Business
Trends and Conditions
In recent years, our business has been, and we expect will
continue to be, influenced by a number of macroeconomic,
industry-wide and product-specific trends and conditions:
|
|
|
| |
•
|
Market and economic conditions. In recent
years, the U.S. economy has experienced low interest rates,
and volatility in the equities markets. Through 2005, housing
starts remained strong, while the supply of apartment housing
generally exceeded demand. For a number of years prior to 2007,
owning a home became much more attainable for the average
consumer due to the availability of flexible mortgage options,
which required minimal down payments and provided low interest
rates. During this period, home builders spent less on
advertising, given the strong demand for new houses, and
homeowners who were looking to sell a home only had to list it
at a reasonable price in most areas of the U.S. to sell in
60 days or less. Conversely, demand for rental units
declined and apartment owners did not spend as much money on
advertising, as they have sought to achieve cost savings during
the difficult market for rentals. These trends had an impact on
our ability to grow our business.
|
Beginning in the second half of 2006, the market dynamics seemed
to reverse. Interest rates rose and mortgage options began to
decline. The housing market became saturated with new home
inventory in many large metropolitan markets and the available
inventory of resale homes began to climb as demand softened. The
impact of the rise in interest rates caused demand for homes to
decline into mid-2007. In the second half of 2007, the
availability of mortgage financing became very sparse. The lack
of liquidity coupled with increased supply of homes and
declining prices had a significant impact on real estate
professionals, our primary customers.
These changing conditions resulted in fewer home purchases and
forced many real estate professionals to reconsider their
marketing spend. In 2006, we saw many customers begin to shift
their dollars from
22
conventional offline channels, such as newspapers and real
estate guides, to the Internet. We saw many brokers move their
spending online and many home builders increased their marketing
spend to move existing inventory, even as they slowed their
production and our business grew as a result. However, as the
slow market continued into 2007, it has caused our rate of
growth to decline. While the advertising spend by many of the
large agents and brokers appears steady, some of the medium and
smaller businesses and agents have reduced expenses to remain in
business and this could cause our growth rate to decline further
and possibly experience a decline in revenue as we move into
2008.
|
|
|
| |
•
|
Evolution of Our Product and Service Offerings and Pricing
Structures.
|
Real Estate Services segment: Our Real Estate
Services began as a provider of Internet applications to real
estate professionals. It became apparent that our customers
valued the media exposure that the Internet offered them, but
not all of the
“technology” that we were offering.
Many of our customers objected to our proposition that they
purchase our templated
web site in order to gain access to our
networks. In addition, we were charging a fixed price to all
customers regardless of the market they operated in or the size
of their business. Our Top
Producer
®
product was a desktop application that required some knowledge
of the operations of a desktop computer.
In 2003, we responded to our customers’ needs and revamped
our service offerings. We began to price our
REALTOR.com®
services based on the size of the market and the number of
properties the customer displayed. For many of our customers
this change led to substantial price increases over our former
technology pricing. This change was reasonably well-accepted by
our customers.
In 2006, we changed the business model for our New Homes and
Rentals businesses. In the past, we have charged homebuilders
and rental owners to list their properties on our
HomeBuilder.com
®
and
RENTNET
®
web sites. When we launched the
Move.com
tm
web site on
May 1, 2006, we replaced our new home site,
HomeBuilder.com, and our apartment rental site, RENTNET, with
Move.com. In conjunction with this change, we began to display
any new home and apartment listing for no charge. We seek
revenue from enhanced listings, including our Showcase Listing
and Featured Listing products, as well as other forms of
advertising on the sites. Featured Listings, which appear above
the algorithmically-generated search results, are priced on a
fixed
“cost-per-click”
basis. When we launched the
Move.com
tm
web site, existing listing subscription customers were
transitioned into our new products having comparable value for
the duration of their existing subscription.
In today’s market, our customers are facing a decline in
their business and have to balance their marketing needs with
their ability to pay. As a result, they are demanding products
that perform and provide measurable results for their marketing
spend. We are evaluating customer feedback and balancing that
with the need for an improved consumer experience and will
modify our products and our pricing to be responsive to both.
Consumer Media segment: Continued uncertainty
in the economy has had an adverse effect on our Welcome
Wagon®
business. Our primary customers are small local merchants trying
to reach new movers and economic conditions have negatively
impacted small businesses more than other businesses. These
economic conditions have caused the decline in our revenue in
this segment to continue. We have seen some improvement in
market conditions in some geographic areas in 2007, but it could
take considerable time before this segment yields meaningful
growth, if at all. Significant growth will require that we
introduce new products that are responsive to advertisers’
demands and are presented to consumers much more timely.
Acquisitions
and Dispositions
In the fourth quarter of 2007, we decided to divest our
Homeplans business, which had been reported as part of our
Consumer Media segment. We are actively marketing the business
for sale and expect to complete a transaction in 2008.
On
February 21, 2006, we acquired certain assets and
assumed certain liabilities of Moving.com, Inc. from TMP
Directional Marketing, LLC for approximately $9.6 million
in cash. Moving.com connects consumers with moving companies,
van lines, truck rental providers and self storage facilities.
The acquisition has been accounted for as a purchase. The
acquisition cost has been allocated to the assets acquired based
on their respective fair values. We integrated Moving.com’s
product offering into our new Move offering in 2006.
23
On
October 6, 2004, we entered into an Asset Purchase
Agreement with Wyld Acquisition Corp. (
“Wyld”), a
wholly owned subsidiary of Siegel Enterprises, Inc., pursuant to
which we agreed to sell our Wyldfyre software business, which at
the time had been reported as part of our software segment, for
a purchase price of $8.5 million in cash. The transaction
closed on
October 6, 2004, resulting in a gain on
disposition of discontinued operations of $5.7 million for
the year ended
December 31, 2004. The sale generated net
proceeds of approximately $7.0 million after transaction
fees and monies placed in escrow pursuant to the Asset Purchase
Agreement. In the fourth quarter of 2005, the entire amount of
the escrow fund, $855,000, was released and recognized as
“Gain on disposition of discontinued operations” for
the year ended
December 31, 2005.
Pursuant to SFAS No. 144, our Consolidated Financial
Statements for all periods presented reflects the classification
of our Homeplans division as discontinued operations.
Accordingly, the revenue, costs and expenses, and cash flows of
this division have been excluded from the respective captions in
the Consolidated Statements of Operations and Consolidated
Statements of Cash Flows and have been reported as “Loss
from discontinued operations,” net of applicable income
taxes of zero; and as “Net cash provided by (used in)
discontinued operations.” Total revenue and loss from
discontinued operations are reflected below (in thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
Revenue
|
|
$
|
6,886
|
|
|
$
|
10,272
|
|
|
$
|
11,711
|
|
|
Total operating expenses
|
|
|
7,955
|
|
|
|
11,048
|
|
|
|
12,967
|
|
|
Impairment of long-lived assets
|
|
|
1,773
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations
|
|
$
|
(2,842
|
)
|
|
$
|
(776
|
)
|
|
$
|
(1,256
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The carrying amounts of the major classes of assets and
liabilities of the discontinued operations are as follows (in
thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
Total current assets
|
|
$
|
358
|
|
|
$
|
688
|
|
|
Property and equipment, net
|
|
|
151
|
|
|
|
227
|
|
|
Goodwill and other assets
|
|
|
826
|
|
|
|
2,725
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,335
|
|
|
$
|
3,640
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
335
|
|
|
|
490
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
335
|
|
|
$
|
490
|
|
|
|
|
|
|
|
|
|
|
|
Critical
Accounting Policies, Estimates and Assumptions
Our discussion and analysis of our financial condition and
results of operations is based upon our Consolidated Financial
Statements, which have been prepared in accordance with
U.S. generally accepted accounting principles. The
preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going
basis, we evaluate our estimates, including those related to
revenue recognition, uncollectible receivables, intangible and
other long-lived assets and contingencies. We base our estimates
on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our
more significant judgments and estimates used in the preparation
of our Consolidated Financial Statements: revenue recognition;
valuation allowances, specifically the allowance for doubtful
accounts; valuation of goodwill, identified intangibles and
other long-lived assets; and legal contingencies.
24
Management has discussed the development and selection of the
following critical accounting policies, estimates and
assumptions with the Audit Committee of our Board of Directors
and the Audit Committee has reviewed these disclosures.
Revenue Recognition — We derive our revenue
primarily from two sources (i) advertising revenue for
running online advertising on our
web sites or offline
advertising placed in our publications; and (ii) software
revenue, which includes software licenses.
As described below, significant management judgments and
estimates must be made and used in connection with the revenue
recognized in any accounting period.
We recognize revenue in accordance with SEC Staff Accounting
Bulletin No. 104, “Revenue Recognition”, and
Emerging Issues Task Force Issue (“EITF”)
00-21,
“Revenue Arrangements with Multiple Deliverables”.
Revenue is recognized only when persuasive evidence of an
arrangement exists, delivery has occurred or services have been
rendered, the price is fixed or determinable, and collectibility
is reasonably assured.
We assess collection based on a number of factors, including
past transaction history with the customer and the credit
worthiness of the customer. We do not request collateral from
our customers. If we determine that collection of a fee is not
reasonably assured, we defer the fee and recognize revenue at
the time collection becomes reasonably assured, which is
generally upon receipt of cash. Cash received in advance is
recorded as deferred revenue until earned.
Advertising Revenue — We sell online and
offline advertising. Online advertising revenue includes three
revenue streams: (i) impression based, (ii) fixed fee
subscriptions and (iii) variable, performance based
agreements. The impressions based agreements range from spot
purchases to 12 month
contracts. The impression based
revenue is recognized based upon actual impressions delivered
and viewed by a user in a period. The fixed fee subscription
revenue is recognized ratably over the period in which the
services are provided. We measure performance related to
advertising obligations on a monthly basis prior to the
recording of revenue. Offline advertising revenue is recognized
when the publications in which the advertising is displayed are
shipped
Software Revenue — We generally license our
software product on a monthly subscription basis. Our hosting
arrangements require customers to pay a fixed fee and receive
service over a period of time, generally one year. Revenue is
recognized ratably over the service period.
Allowance
for Doubtful Accounts
Our estimate for the allowance for doubtful accounts related to
trade receivables is based on two methods. The amounts
calculated from each of these methods are combined to determine
the total amount to be reserved. First, we evaluate specific
accounts where we have information that the customer may have an
inability to meet its financial obligations. In these cases, we
use our judgment, based on the best available facts and
circumstances, and record a specific reserve for that customer
against amounts due to reduce the receivable to the amount that
is expected to be collected. These specific reserves are
reevaluated and adjusted as additional information is received
that impacts the amount reserved. Second, an additional reserve
is established for all customers based on a range of percentages
applied to aging categories. These percentages are based on
historical collection and write-off experience. If circumstances
change (i.e., higher than expected defaults or an unexpected
material adverse change in a major customer’s ability to
meet its financial obligation to us) our estimates of the
recoverability of amounts due to us could be reduced or
increased by a material amount.
Valuation
of Goodwill, Identified Intangibles and Other Long-lived
Assets
Under the Financial Accounting Standards Board’s
(“FASB”) Statement of Financial Accounting Standards
(“SFAS”) No. 142, “Goodwill and Other
Intangible Assets,” goodwill is not amortized, but is
tested for impairment at a reporting unit level on an annual
basis and between annual tests if an event occurs or
circumstances change that would more likely than not reduce the
fair value of a reporting unit below its carrying value amount.
Events or circumstances which could trigger an impairment review
include a significant adverse change in legal factors or in the
business climate, an adverse action or assessment by a
regulator, unanticipated competition, a loss of key personnel,
significant changes in the manner of our use of the acquired
assets or the strategy for our overall business,
25
significant negative industry or economic trends, significant
declines in our stock price for a sustained period or
significant underperformance relative to expected historical or
projected future operating results.
In testing for a potential impairment of goodwill, we first
compare the estimated fair value of each reporting unit with
book value, including goodwill. If the estimated fair value
exceeds book value, goodwill is considered not to be impaired
and no additional steps are necessary. If, however, the fair
value of the respective reporting unit is less than book value,
then we are required to compare the carrying amount of the
goodwill with its implied fair value. The estimate of implied
fair value of goodwill may require independent valuations of
certain internally generated and unrecognized intangible assets
such as our subscriber base, software and technology and patents
and trademarks. If the carrying amount of our goodwill exceeds
the implied fair value of that goodwill, an impairment loss
would be recognized in an amount equal to the excess.
Stock
Based Compensation
On
January 1, 2006, we adopted the provision of
SFAS No. 123 (revised 2004),
“Share Based
Payment” (
“SFAS 123R”) which requires that
compensation expense be measured and recognized at an amount
equal to the fair value of share-based payments granted under
compensation arrangements. We calculated the fair value of stock
options by using the Black-Scholes option-pricing model. The
determination of the fair value of share-based awards at the
grant date requires judgment in developing assumptions, which
involve a number of variables. These variables include, but are
not limited to, the expected stock-price volatility over the
term of the awards, the expected dividend yield and the expected
stock option exercise behavior. Additionally, judgment is also
required in estimating the number of share-based awards that are
expected to forfeit. Our computation of expected volatility is
based on a combination of historical and market-based implied
volatility. Due to the unusual volatility of our stock price
around the time of the restatement of our financial statements
in 2002 and several historical acquisitions that changed our
risk profile, historical data was more heavily weighted toward
the most recent three years of stock activity. The expected term
of options granted was derived by averaging the vesting term
with the contractual term.
If any of the assumptions used in the Black-Scholes model change
significantly, stock-based compensation expense may differ
materially in the future from that recorded in the current
period. We believe the accounting for stock-based compensation
is a critical accounting policy because it requires the use of
complex judgment in its application.
Legal
Contingencies
We are currently involved in certain legal proceedings, as
discussed in Note 22, “Commitments and
Contingencies — Legal Proceedings” to our
Consolidated Financial Statements in Item 8 of this
Form 10-K.
For those matters where we have reached
agreed-upon
settlements, we have estimated the amount of those settlements
and accrued the amount of the settlement in our financial
statements. Because of the uncertainties related to both the
amount and range of loss on the remaining pending litigation, we
are unable to make a reasonable estimate of the liability that
could result from an unfavorable outcome. As additional
information becomes available, we will assess the potential
liability related to our pending litigation and revise our
estimates. Such revisions in our estimates of the potential
liability could materially impact our results of operations and
financial position.
Results
of Operations
We have a limited operating history and our business model has
been modified over the past three years. In addition, we have
begun to implement changes in 2007 and we expect additional
changes to our business model in 2008. Our prospects should be
considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies in their early
stages of development, particularly companies in new and rapidly
evolving markets such as the Internet. To address these risks,
we must, among other things, be able to continue to:
|
|
|
| |
•
|
execute our business model, including changes to that model;
|
| |
| |
•
|
respond to highly competitive developments;
|
| |
| |
•
|
attract, retain and motivate qualified personnel;
|
26
|
|
|
| |
•
|
implement and successfully execute our marketing plans;
|
| |
| |
•
|
continue to upgrade our technologies;
|
| |
| |
•
|
develop new distribution channels; and
|
| |
| |
•
|
improve our operational and financial systems.
|
Although our revenue grew significantly in our early history,
only recently have we been able to again generate growth and the
growth was modest in 2007. Therefore, you should not consider
our historical growth indicative of future revenue levels or
operating results. We have achieved net income in a few recent
quarters, but we did not achieve net income in our most recent
quarter and we may not be able to do so in the future. A more
complete description of other risks relating to our business is
set forth in “Part I — Item 1A. Risk
Factors.” Pursuant to SFAS No. 144, our
Consolidated Financial Statements for all periods presented
reflects the classification of our Homeplans and Wyldfyre
divisions as discontinued operations.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
(In thousands)
|
|
|
|
|
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
286,283
|
|
|
$
|
280,112
|
|
|
$
|
240,911
|
|
|
Cost of revenue(1)
|
|
|
57,233
|
|
|
|
58,790
|
|
|
|
49,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
229,050
|
|
|
|
221,322
|
|
|
|
191,909
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing(1)
|
|
|
108,633
|
|
|
|
107,861
|
|
|
|
88,560
|
|
|
|
|
|
34,656
|
|
|
|
33,666
|
|
|
|
21,679
|
|
|
General and administrative(1)
|
|
|
80,718
|
|
|
|
79,751
|
|
|
|
80,735
|
|
|
Amortization of intangible assets
|
|
|
2,028
|
|
|
|
1,966
|
|
|
|
2,563
|
|
|
Restructuring charges
|
|
|
—
|
|
|
|
(278
|
)
|
|
|
(1,331
|
)
|
|
Impairment of long-lived assets(1)
|
|
|
6,125
|
|
|
|
—
|
|
|
|
—
|
|
|
Litigation settlement
|
|
|
3,900
|
|
|
|
—
|
|
|
|
1,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
236,060
|
|
|
|
222,966
|
|
|
|
193,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(7,010
|
)
|
|
|
(1,644
|
)
|
|
|
(2,047
|
)
|
|
Interest income, net
|
|
|
9,852
|
|
|
|
7,249
|
|
|
|
2,351
|
|
|
Other income, net
|
|
|
1,482
|
|
|
|
17,410
|
|
|
|
642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
4,324
|
|
|
|
23,015
|
|
|
|
946
|
|
|
Provision for income taxes
|
|
|
(501
|
)
|
|
|
(134
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
3,823
|
|
|
|
22,881
|
|
|
|
946
|
|
|
Gain on disposition of discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
855
|
|
|
Loss from discontinued operations(1)
|
|
|
(2,842
|
)
|
|
|
(776
|
)
|
|
|
(1,256
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
981
|
|
|
|
22,105
|
|
|
|
545
|
|
|
Convertible preferred stock dividend and related accretion
|
|
|
(4,977
|
)
|
|
|
(4,859
|
)
|
|
|
(408
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) applicable to common stockholders
|
|
$
|
(3,996
|
)
|
|
$
|
17,246
|
|
|
$
|
137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
(1) |
|
The following chart summarizes the stock-based compensation and
charges that have been included in the following captions for
the periods presented: |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
(In thousands)
|
|
|
|
|
Cost of revenue
|
|
$
|
190
|
|
|
$
|
217
|
|
|
$
|
—
|
|
|
Sales and marketing
|
|
|
1,386
|
|
|
|
1,971
|
|
|
|
291
|
|
|
|
|
|
1,181
|
|
|
|
1,468
|
|
|
|
—
|
|
|
General and administrative
|
|
|
11,369
|
|
|
|
11,931
|
|
|
|
824
|
|
|
Impairment of long-lived assets
|
|
|
570
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total for continuing operations
|
|
|
14,696
|
|
|
|
15,587
|
|
|
|
1,115
|
|
|
Total for discontinued operations
|
|
|
91
|
|
|
|
88
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation and charges
|
|
$
|
14,787
|
|
|
$
|
15,675
|
|
|
$
|
1,115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
(In thousands)
|
|
|
|
|
As a Percentage of Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
Cost of revenue
|
|
|
20
|
|
|
|
21
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
80
|
|
|
|
79
|
|
|
|
80
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
38
|
|
|
|
39
|
|
|
|
37
|
|
|
|
|
|
12
|
|
|
|
12
|
|
|
|
9
|
|
|
General and administrative
|
|
|
28
|
|
|
|
28
|
|
|
|
34
|
|
|
Amortization of intangible assets
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
Restructuring charges
|
|
|
—
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
Impairment of long-lived assets
|
|
|
2
|
|
|
|
—
|
|
|
|
—
|
|
|
Litigation settlement
|
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
82
|
|
|
|
80
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
Interest income, net
|
|
|
3
|
|
|
|
3
|
|
|
|
1
|
|
|
Other income, net
|
|
|
1
|
|
|
|
6
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
2
|
|
|
|
8
|
|
|
|
—
|
|
|
Provision for income taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
1
|
|
|
|
8
|
|
|
|
—
|
|
|
Gain on disposition of discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Loss from discontinued operations
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
1
|
|
|
|
8
|
|
|
|
—
|
|
|
Convertible preferred stock dividend
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) applicable to common stockholders
|
|
|
(1
|
)%
|
|
|
6
|
%
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
Revenue
Revenue increased approximately $6.2 million, or 2%, to
$286.3 million for the year ended
December 31, 2007
from revenue of $280.1 million for the year ended
December 31, 2006. The increase in revenue was due to
increases of $12.2 million in the Real Estate Services
segment partially offset by a decrease of $6.0 million in
the Consumer Media segment. These changes by segment are
explained in the segment information below.
Cost
of Revenue
Cost of revenue decreased approximately $1.6 million, or
3%, to $57.2 million for the year ended
December 31,
2007 from $58.8 million for the year ended
December 31, 2006. The decrease was primarily due to
decreases in material and shipping costs of $3.2 million,
decreases in facilities costs of $1.3 million due to the
relocation of the data center and other cost decreases of
$0.2 million, partially offset by increases in hosting and
web content costs of $1.9 million and increases in
depreciation expense of $1.2 million due to the acquisition
of new technology equipment for the data center.
Operating
Expenses
Sales and Marketing. Sales and marketing
expenses remained relatively stable, and increased approximately
$0.7 million, or 1%, to $108.6 million for the year
ended
December 31, 2007 from $107.9 million for the
year ended
December 31, 2006. The increase was primarily
due to increases in online distribution costs.
Product and Web Site Development. Product and
web site development expenses increased approximately
$1.0 million, or 3%, to $34.7 million for the year
ended
December 31, 2007 from $33.7 million for the
year ended
December 31, 2006. The overall increase was
primarily due to an increase of $2.5 million in consulting
costs to improve our product offerings in our
REALTOR.com
®
and Top
Producer
®
businesses and other cost increases of $0.3 million,
partially offset by a decrease in personnel related costs of
$1.8 million.
General and Administrative. General and
administrative expenses increased approximately
$1.0 million, or 1%, to $80.7 million for the year
ended
December 31, 2007 from $79.7 million for the
year ended
December 31, 2006. The increase was primarily
due to an increase of $3.8 million in personnel related
costs, $1.2 million of which represented one-time severance
costs for a key executive, an increase of $1.2 million in
insurance costs as a result of a one-time refund received in the
year ended
December 31, 2006, a $0.8 million charge
taken for lease termination costs, and other cost increases of
$0.5 million. These increases were partially offset by a
$4.4 million decrease in consulting costs,
$3.2 million of which was due to the completion of the
relocation of our data center in the year ended
December 31, 2006, and a $0.9 million decrease in
non-cash stock-based compensation due to the reversal of
$4.0 million in previously recognized compensation expense
associated with restricted stock unit grants, partially offset
by additional expense due to one-time charges for stock options
and restricted stock issued to a new executive officer that were
immediately vested and new stock option grants.
Amortization of Intangible
Assets. Amortization of intangible assets was
$2.0 million for the years ended
December 31, 2007 and
2006.
Restructuring Charges. There were no
restructuring charges for the year ended
December 31, 2007.
We recorded a $0.3 million reduction to our restructuring
charges for the year ended
December 31, 2006 as a result of
the early buy-out of the remaining lease obligation in Canada.
Impairment of long-lived assets. There was a
$6.1 million impairment charge for the year ended
December 31, 2007.
The Company recorded an impairment
charge of $5.5 million associated with certain software and
capitalized
web site development costs for the year ended
December 31, 2007. In addition, due to the loss of a
specific
contract and the associated revenue streams, certain
long-lived assets associated with the issuance of warrants were
determined to be impaired.
The Company recorded an additional
impairment charge of $0.6 million for the year ended
December 31, 2007 for this impairment.
29
Litigation Settlement. We recorded litigation
settlement charges of $3.9 million for the year ended
December 31, 2007. There were no litigation settlement
charges for the year ended
December 31, 2006. These
settlements are discussed in Note 21,
“Settlements of
Disputes and Litigation” to our audited Consolidated
Financial Statements contained in Item 8 of this
Form 10-K.
Stock-based Compensation and Charges. The
following chart summarizes the stock-based compensation and
charges that have been included in the following captions for
each of the periods presented (in thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
Cost of revenue
|
|
$
|
190
|
|
|
$
|
217
|
|
|
Sales and marketing
|
|
|
1,386
|
|
|
|
1,971
|
|
|
|
|
|
1,181
|
|
|
|
1,468
|
|
|
General and administrative
|
|
|
11,369
|
|
|
|
11,931
|
|
|
Impairment of long-lived assets
|
|
|
570
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from continuing operations
|
|
$
|
14,696
|
|
|
$
|
15,587
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation and charges decreased for the year
ended
December 31, 2007 primarily due to the reversal of
previously recognized expense for restricted stock units,
partially offset by one-time charges for stock options and
restricted stock issued to a new executive officer that were
immediately vested and new stock option grants. As of
December 31, 2007, there was $37.7 million of
unrecognized compensation cost related to non-vested stock
option awards granted under
the Company’s plans.
Substantially all of that cost is expected to be recognized over
a weighted average period of 2.8 years.
Interest
Income, Net
Interest income, net, increased $2.6 million to
$9.9 million for the year ended
December 31, 2007
compared to $7.3 million for the year ended
December 31, 2006, primarily due to increases in short-term
investment balances and higher interest rates on those balances.
Other
Income, Net
Other income, net, decreased $15.9 million to
$1.5 million for the year ended
December 31, 2007
compared to $17.4 million for the year ended
December 31, 2006, primarily due to a realized gain on sale
of investments of $15.7 million for the year ended
December 31, 2006 resulting from the sale of certain
marketable securities that had previously been permanently
impaired and written off during the year ended
December 31,
2001.
Income
Taxes
As a result of historical net operating losses, we have
generally not recorded a provision for income taxes. However,
during the year ended
December 31, 2006, we recorded
certain indefinite lived intangible assets as a result of the
purchase of Moving.com which creates a permanent difference as
the amortization can be recorded for tax purposes but not for
book purposes. A tax provision in the amount of $167,000 and
$134,000 was recorded during the years ended
December 31,
2007 and
2006, respectively, as a result of this permanent
difference which cannot be offset against net operating loss
carryforwards due to its indefinite life. In addition, during
the year ended
December 31, 2007, a current tax provision
of $334,000 was recorded due to federal alternative minimum
taxes incurred as a result of the utilization of net operating
losses against taxable income. At
December 31, 2007, the
Company had gross net operating loss carryforwards
(
“NOLs”) for federal and state income tax purposes of
approximately $912.6 million and $402.4 million,
respectively. The federal NOLs begin to expire in 2008.
Approximately $21.1 million of the state NOLs expired in
2007, and the state NOLs will continue to expire in 2008. Gross
net operating loss carry forwards for both federal and state tax
purposes may be subject to an annual limitation under relevant
tax laws. We have provided a full valuation allowance on our
deferred tax assets, consisting primarily of net operating loss
carryforwards, due to the likelihood that we may not generate
sufficient taxable income during the carry-forward period to
utilize the net operating loss carryforwards.
30
Segment
Information
Segment information is presented in accordance with
SFAS No. 131,
“Disclosures about Segments of an
Enterprise and Related Information.” This standard is based
on a management approach, which requires segmentation based upon
our internal organization and disclosure of revenue and
operating expenses based upon internal accounting methods.
During the fourth quarter of 2005, we revised our business
segments to align with the way we are approaching the market:
Real Estate Services for those products and services offered to
real estate industry professionals trying to reach consumers and
Consumer Media (formerly Move-Related Services) for those
products and services offered to other advertisers who are
trying to reach those consumers in the process of a move. As a
result of these changes, we evaluate performance and allocate
resources based on these two segments. We have reclassified
previously reported segment data to conform to the current
period presentation. This is consistent with the data that is
made available to our management to assess performance and make
decisions. In June 2007,
the Company changed the name of its
former Move-Related Services segment to Consumer Media.
The expenses presented below for each of the business segments
include an allocation of certain corporate expenses that are
identifiable and benefit those segments and are allocated for
internal management reporting purposes. The unallocated expenses
are those corporate overhead expenses that are not directly
attributable to a segment and include: corporate expenses, such
as finance, legal, internal business systems, and human
resources; amortization of intangible assets; litigation
settlement charges; impairment charges; stock-based charges; and
acquisition and restructuring charges. There is no inter-segment
revenue. Assets and liabilities are not fully allocated to
segments for internal reporting purposes.
Summarized information by segment as excerpted from internal
management reports is as follows (in thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2007
|
|
|
Year Ended December 31, 2006
|
|
|
|
|
Real Estate
|
|
|
Consumer
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
Consumer
|
|
|
|
|
|
|
|
|
|
|
Services
|
|
|
Media
|
|
|
Unallocated
|
|
|
Total
|
|
|
Services
|
|
|
Media
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
|
Revenue
|
|
$
|
220,546
|
|
|
$
|
65,737
|
|
|
$
|
—
|
|
|
$
|
286,283
|
|
|
$
|
208,339
|
|
|
$
|
71,773
|
|
|
$
|
—
|
|
|
$
|
280,112
|
|
|
Cost of revenue
|
|
|
34,677
|
|
|
|
20,200
|
|
|
|
2,356
|
|
|
|
57,233
|
|
|
|
33,323
|
|
|
|
22,311
|
|
|
|
3,156
|
|
|
|
58,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss)
|
|
|
185,869
|
|
|
|
45,537
|
|
|
|
(2,356
|
)
|
|
|
229,050
|
|
|
|
175,016
|
|
|
|
49,462
|
|
|
|
(3,156
|
)
|
|
|
221,322
|
|
|
Sales and marketing
|
|
|
71,114
|
|
|
|
32,257
|
|
|
|
5,262
|
|
|
|
108,633
|
|
|
|
69,915
|
|
|
|
34,059
|
|
|
|
3,887
|
|
|
|
107,861
|
|
|
|
|
|
27,030
|
|
|
|
5,994
|
|
|
|
1,632
|
|
|
|
34,656
|
|
|
|
25,083
|
|
|
|
4,354
|
|
|
|
4,229
|
|
|
|
33,666
|
|
|
General and administrative
|
|
|
27,782
|
|
|
|
13,642
|
|
|
|
39,294
|
|
|
|
80,718
|
|
|
|
30,113
|
|
|
|
14,364
|
|
|
|
35,274
|
|
|
|
79,751
|
|
|
Amortization of intangible assets
|
|
|
—
|
|
|
|
—
|
|
|
|
2,028
|
|
|
|
2,028
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,966
|
|
|
|
1,966
|
|
|
Restructuring charges
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(278
|
)
|
|
|
(278
|
)
|
|
Litigation settlement
|
|
|
—
|
|
|
|
—
|
|
|
|
3,900
|
|
|
|
3,900
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Impairment of long-lived assets
|
|
|
—
|
|
|
|
—
|
|
|
|
6,125
|
|
|
|
6,125
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
125,926
|
|
|
|
51,893
|
|
|
|
58,241
|
|
|
|
236,060
|
|
|
|
125,111
|
|
|
|
52,777
|
|
|
|
45,078
|
|
|
|
222,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$
|
59,943
|
|
|
$
|
(6,356
|
)
|
|
$
|
(60,597
|
)
|
|
$
|
(7,010
|
)
|
|
$
|
49,905
|
|
|
$
|
(3,315
|
)
|
|
$
|
(48,234
|
)
|
|
$
|
(1,644
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real
Estate Services
Real Estate Services consists of products and services that
promote and connect real estate professionals to consumers
through our
REALTOR.com
®,
New Homes and Rentals on
Move.com
tm
and
SeniorHousingNet
tm.com
web sites, in addition to our customer relationship management
applications for
REALTORS
®
offered through our TOP
PRODUCER
®
business. During the second quarter of 2006, we launched
Move.com as a real estate listing and move-related search site.
Shortly after its launch, Move.com replaced
HomeBuilder.com
®
and
RENTNET
®.com
and we began promoting those under the
Move
®
brand. Our revenue is derived from a variety of advertising and
software services, including enhanced listings, company and
property display advertising, customer relationship management
applications and
web site sales which we sell to those
businesses interested in reaching our targeted audience or those
professionals interested in being more effective in managing
their contact with consumers.
31
Real Estate Services revenue increased approximately
$12.2 million, or 6%, to $220.5 million for the year
ended
December 31, 2007, compared to $208.3 million
for the year ended
December 31, 2006. The revenue increase
was primarily generated by an increase in our
REALTOR.com
®
business driven by increased Company Showcase Listing
Enhancement revenue and increased Featured Home revenue,
partially offset by a decrease in Virtual Tour revenue.
Additionally, there was an increase in our Top Producer business
primarily due to continued growth in our
7i
tm
subscriber base and increased revenue from the Top
Websitetm
and Top
Marketer
tm
products which were launched during the year ended
December 31, 2006. These increases were partially offset by
a decrease in revenue from our Rentals business. Real Estate
Services revenue represented approximately 77% of total revenue
for the year ended
December 31, 2007 compared to 74% of
total revenue for the year ended
December 31, 2006.
Real Estate Services expenses increased $2.2 million, or
1%, to $160.6 million for the year ended
December 31,
2007 from $158.4 million for the year ended
December 31, 2006. The increase was primarily due to a
$1.9 million increase in product and development costs
related to increased consulting and personnel costs, a
$1.4 million increase in cost of sales related to increased
hosting and web content costs and a $1.2 million increase
in sales and marketing costs due to increased sales compensation
from the increased revenues, partially offset by a
$2.3 million decrease in general and administrative costs
primarily due to decreased personnel related costs, including a
$0.3 million decrease in non-cash stock-based compensation
primarily due to a $1.3 million reversal of previously
recognized expense associated with restricted stock units
partially offset by additional stock option grants.
Real Estate Services generated operating income of
$59.9 million for the year ended
December 31, 2007
compared to $49.9 million for the year ended
December 31, 2006 primarily due to the increased revenues
discussed above. We will continue to seek increased revenue
through new product offerings and new market opportunities.
Consumer
Media
Consumer Media consists of advertising products and lead
generation tools including display, text-link and rich
advertising positions, directory products, price quote tools and
content sponsorships on Move.com, Moving.com, and other related
sites which we sell to those businesses interested in reaching
our targeted audience. In addition, it includes our Welcome
Wagon®
new-mover direct mail advertising products. We recently
announced plans to divest our Homeplans business which, as a
result, the operating results of this business have been
reclassified as discontinued operations for all periods
presented.
Consumer Media revenue decreased $6.0 million, or 8%, to
$65.7 million for the year ended
December 31, 2007,
compared to $71.7 million for the year ended
December 31, 2006. The decrease was primarily generated by
a decline in our online advertising revenue, a decrease in the
Welcome Wagon business primarily due to a general decline in the
number of movers as well as the elimination of selected books in
markets with low or negative profit margins, partially offset by
an increase in revenues from the Moving.com business resulting
from a full year of revenue as the business was purchased on
February 21, 2006.
Consumer Media expenses decreased $3.0 million, or 4%, to
$72.1 million for the year ended
December 31, 2007
from $75.1 million for the year ended
December 31,
2006. The decrease was primarily due to a $2.0 million
decrease in shipping and material costs related to lower
distribution in our Welcome Wagon business and a
$1.2 million decrease in bad debt expense, partially offset
by other costs increases of $0.2 million.
Consumer Media generated an operating loss of $6.4 million
for the year ended
December 31, 2007 compared to an
operating loss of $3.3 million for the year ended
December 31, 2006 primarily due to factors outlined above.
We continue to seek increased revenue through new product
offerings and new market opportunities.
Unallocated
Unallocated expenses increased $12.4 million, or 26%, to
$60.6 million for the year ended
December 31, 2007
from $48.2 million for the year ended
December 31,
2006. The increase was primarily due to one-time costs
associated with a $6.1 million impairment charge and a
$3.9 million litigation settlement. The remaining increase
was associated with an increase of $5.6 million in
personnel related costs, $1.5 million of which represented
one-time severance costs for key executives, an increase of
$1.2 million in insurance costs as a result of a one-time
32
refund received in the year ended
December 31, 2006 and a
$0.8 million charge taken for lease termination costs.
These increases were partially offset by a $4.5 million
decrease in consulting costs, $3.2 million of which was due
to the completion of the relocation of our data center in the
year ended
December 31, 2006, a $0.5 million decrease
in non-cash stock-based compensation due to the reversal of
$2.5 million in previously recognized compensation expense
associated with restricted stock unit grants, partially offset
by additional expense due to one-time charges for stock options
and restricted stock issued to a new executive officer that were
immediately vested and new stock option grants, and other cost
decreases of $0.2 million.
Revenue
Revenue increased approximately $39.2 million, or 16%, to
$280.1 million for the year ended
December 31, 2006
from $240.9 million for the year ended
December 31,
2005. The increase in revenue was due to increases of
$27.0 million in the Real Estate Services segment and
$12.2 million in the Consumer Media segment. These
increases by segment are explained in the segment information
below.
Cost
of Revenue
Cost of revenue, including non-cash stock-based compensation and
charges, increased approximately $9.8 million, or 20%, to
$58.8 million for the year ended
December 31, 2006
from $49.0 million for the year ended
December 31,
2005. The increase was primarily due to increases in personnel
related costs of $4.1 million, increases in material and
shipping costs of $3.2 million, increases in depreciation
of $0.9 million, increases in credit card processing fees
of $0.8 million, and other cost increases of
$0.8 million.
Operating
Expenses
Sales and Marketing. Sales and marketing
expenses, including non-cash stock-based compensation and
charges, increased approximately $19.3 million, or 22%, to
$107.9 million for the year ended
December 31, 2006
from $88.6 million for the year ended
December 31,
2005. The overall increase was primarily due to increases in
online distribution costs of $9.7 million, increases in
personnel related costs of $5.0 million, an increase of
$1.7 million in expense for non-cash stock-based
compensation associated with the adoption of SFAS 123R as
of
January 1, 2006 and increased marketing costs of
$2.5 million associated with the launch of the new Move
brand and other cost increases of $0.4 million.
Product and Web Site Development. Product and
web site development expenses, including non-cash stock-based
compensation and charges, increased approximately
$12.0 million, or 55%, to $33.7 million for the year
ended
December 31, 2006 from $21.7 million for the
year ended
December 31, 2005. There was an increase of
$1.5 million in expense for non-cash stock-based
compensation due to the adoption of SFAS 123R in 2006 with
the remaining increase of $10.5 million due to an increase
in consulting and personnel related costs to develop the new
Move
tm
web site and to improve our product offerings in our
REALTOR.com
®
and Top
Producer
®
businesses.
General and Administrative. General and
administrative expenses, including non-cash stock-based
compensation and charges, decreased approximately
$1.0 million, or 1%, to $79.7 million for the year
ended
December 31, 2006 from $80.7 million for the
year ended
December 31, 2005. The decrease was primarily
due to a $15.6 million decrease in legal fees resulting
from our obligation to advance legal fees to certain former
officers in 2005, a decrease of $1.2 million due to an
insurance refund, a decrease in outside legal and accounting
fees of $1.0 million, decreases in personnel related costs
of $0.5 million and other cost decreases of
$0.2 million. These decreases were partially offset by an
increase of $11.9 million in expense for non-cash
compensation primarily associated with the adoption of
SFAS 123R in 2006 and the award of restricted stock units
to certain executive officers, an increase of $2.1 million
in consulting costs primarily due to the relocation of our data
center, an increase of $2.0 million in depreciation
expense, and an increase of $1.5 million in bad debt
expense primarily due to one customer and the acquisition of
Moving.com.
33
Amortization of Intangible
Assets. Amortization of intangible assets was
$2.0 million for the year ended
December 31, 2006
compared to $2.6 million for the year ended
December 31, 2005. The decrease in amortization was due to
certain intangible assets becoming fully amortized during 2006.
Restructuring Charges. We recorded a
$0.3 million reduction to our restructuring charges for the
year ended
December 31, 2006 as a result of the early
buy-out of the remaining lease obligation in Canada. The
$1.3 million reduction in the restructuring charges for the
year ended
December 31, 2005 resulted primarily from a
decrease in the estimate for charges related to our former
San Francisco office space and a change in the exchange
rates decreasing our Canadian lease obligation as well as other
revisions of estimated contractual liabilities.
Litigation Settlement. We recorded litigation
settlement charges of $1.8 million for the year ended
December 31, 2005. There were no litigation settlement
charges for the year ended
December 31, 2006. These
settlements are discussed in Note 21,
“Settlements of
Disputes and Litigation” to our audited Consolidated
Financial Statements contained in Item 8 of this
Form 10-K.
Stock-based Compensation and Charges. The
following chart summarizes the stock-based compensation and
charges that have been included in the following captions for
each of the periods presented (in thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
December 31,
|
|
|
|
|
2006
|
|
|
2005
|
|
|
|
|
Cost of revenue
|
|
$
|
217
|
|
|
$
|
—
|
|
|
Sales and marketing
|
|
|
1,971
|
|
|
|
291
|
|
|
|
|
|
1,468
|
|
|
|
—
|
|
|
General and administrative
|
|
|
11,931
|
|
|
|
824
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from continuing operations
|
|
$
|
15,587
|
|
|
$
|
1,115
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation and charges increased for the year
ended
December 31, 2006, primarily due to the adoption of
SFAS 123R as of
January 1, 2006 and the issuance of
restricted stock units to certain executive officers.
Interest
Income, Net
Interest income, net, increased $4.9 million to
$7.3 million for the year ended
December 31, 2006
compared to $2.4 million for the year ended
December 31, 2005, primarily due to increases in short-term
investment balances and higher interest rates on those balances.
Other
Income, Net
Other income, net, increased $16.8 million to
$17.4 million for the year ended
December 31, 2006
compared to $0.6 million for the year ended
December 31, 2005, primarily due to a realized gain on sale
of investments of $15.7 million resulting from the sale of
certain marketable securities that had previously been
permanently impaired and written off during the year ended
December 31, 2001. In addition, there was other income of
$1.1 million recognized as a result of the revaluation of
an embedded derivative liability resulting from the sale of
convertible preferred stock in December 2005. There was no sale
of marketable securities of similar magnitude during the year
ended
December 31, 2005.
Income
Taxes
As a result of historical net operating losses, we have
generally not recorded a provision for income taxes. However,
during the year ended
December 31, 2006, we recorded
certain indefinite lived intangible assets as a result of the
purchase of Moving.com which creates a permanent difference as
the amortization can be recorded for tax purposes but not for
book purposes. A tax provision in the amount of $134,000 was
recorded during the year ended
December 31, 2006 as a
result of this permanent difference which cannot be offset
against net operating loss carryforwards due to its indefinite
life. As of
December 31, 2006, we had $942.0 million
of net operating loss carryforwards for federal and foreign
income tax purposes, which begin to expire in 2008. We have
provided a full valuation allowance on our deferred tax assets,
consisting primarily of net operating loss carryforwards, due to
the
34
likelihood that we may not generate sufficient taxable income
during the carry-forward period to utilize the net operating
loss carryforwards.
Segment
Information
Summarized information by segment as excerpted from internal
management reports is as follows (in thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006
|
|
|
Year Ended December 31, 2005
|
|
|
|
|
Real Estate
|
|
|
Consumer
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
Consumer
|
|
|
|
|
|
|
|
|
|
|
Services
|
|
|
Media
|
|
|
Unallocated
|
|
|
Total
|
|
|
Services
|
|
|
Media
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
|
Revenue
|
|
$
|
208,339
|
|
|
$
|
71,773
|
|
|
$
|
—
|
|
|
$
|
280,112
|
|
|
$
|
181,324
|
|
|
$
|
59,587
|
|
|
$
|
—
|
|
|
$
|
240,911
|
|
|
Cost of revenue
|
|
|
33,323
|
|
|
|
22,311
|
|
|
|
3,156
|
|
|
|
58,790
|
|
|
|
27,902
|
|
|
|
19,160
|
|
|
|
1,940
|
|
|
|
49,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss)
|
|
|
175,016
|
|
|
|
49,462
|
|
|
|
(3,156
|
)
|
|
|
221,322
|
|
|
|
153,422
|
|
|
|
40,427
|
|
|
|
(1,940
|
)
|
|
|
191,909
|
|
|
Sales and marketing
|
|
|
69,915
|
|
|
|
34,059
|
|
|
|
3,887
|
|
|
|
107,861
|
|
|
|
60,125
|
|
|
|
27,133
|
|
|
|
1,302
|
|
|
|
88,560
|
|
|
|
|
|
25,083
|
|
|
|
4,354
|
|
|
|
4,229
|
|
|
|
33,666
|
|
|
|
15,922
|
|
|
|
3,375
|
|
|
|
2,382
|
|
|
|
21,679
|
|
|
General and administrative
|
|
|
30,113
|
|
|
|
14,364
|
|
|
|
35,274
|
|
|
|
79,751
|
|
|
|
22,750
|
|
|
|
11,022
|
|
|
|
46,963
|
|
|
|
80,735
|
|
|
Amortization of intangible assets
|
|
|
—
|
|
|
|
—
|
|
|
|
1,966
|
|
|
|
1,966
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,563
|
|
|
|
2,563
|
|
|
Restructuring charges
|
|
|
—
|
|
|
|
—
|
|
|
|
(278
|
)
|
|
|
(278
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,331
|
)
|
|
|
(1,331
|
)
|
|
Litigation settlement
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,750
|
|
|
|
1,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
125,111
|
|
|
|
52,777
|
|
|
|
45,078
|
|
|
|
222,966
|
|
|
|
98,797
|
|
|
|
41,530
|
|
|
|
53,629
|
|
|
|
193,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$
|
49,905
|
|
|
$
|
(3,315
|
)
|
|
$
|
(48,234
|
)
|
|
$
|
(1,644
|
)
|
|
$
|
54,625
|
|
|
$
|
(1,103
|
)
|
|
$
|
(55,569
|
)
|
|
$
|
(2,047
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real
Estate Services
Real Estate Services revenue increased approximately
$27.0 million, or 15%, to $208.3 million for the year
ended
December 31, 2006, compared to $181.3 million
for the year ended
December 31, 2005. The revenue increase
was primarily generated by an increase in our
REALTOR.com
®
business driven by increased customer count and higher average
spending per customer on our Enhanced Listing Product, increased
Featured
Home
tm
revenue, and revenue associated with the new Featured
CMA
tm
Product that was launched in the second quarter of 2006.
Additionally, there was an increase in our Top Producer business
primarily due to continued growth in our
7i
tm
subscriber base. These increases were partially offset by a
decrease in revenue from our New Homes and Rentals businesses as
a result of the transition to the new Move.com
web site with the
introduction of free content and our new Featured Listing
product. Real Estate Services revenue represented approximately
74% of total revenue for the year ended
December 31, 2006
compared to 75% of total revenue for the year ended
December 31, 2005.
Real Estate Services expenses increased $31.7 million, or
25%, to $158.4 million for the year ended
December 31,
2006 from $126.7 million for the year ended
December 31, 2005. We incurred $5.6 million in expense
for non-cash stock-based compensation during the year ended
December 31, 2006 associated with the adoption of
SFAS 123R as of
January 1, 2006. The remaining
increase was due to a $16.5 million increase in consulting
and personnel related costs primarily related to increased
product development efforts, a $7.0 million increase in
online distribution costs, and other operating cost increases of
$2.6 million.
Real Estate Services generated operating income of
$49.9 million for the year ended
December 31, 2006
compared to $54.6 million for the year ended
December 31, 2005 primarily due to the increased expenses
discussed above.
Consumer
Media
Consumer Media revenue increased $12.2 million, or 20%, to
$71.8 million for the year ended
December 31, 2006,
compared to $59.6 million for the year ended
December 31, 2005. There was a $6.9 million increase
in revenue as a result of the acquisition of Moving.com on
February 22, 2006. Additionally, there was an increase in
35
the Welcome
Wagon
®
business through improved local book revenue and continued
growth in our
Pinpoint
tm
product and an increase in our on-line advertising revenue.
Move-Related Services revenue represented approximately 26% of
total revenue for the year ended
December 31, 2006 compared
to 25% of total revenue for the year ended
December 31,
2005.
Consumer Media expenses increased $14.4 million, or 24%, to
$75.1 million for the year ended
December 31, 2006
from $60.7 million for the year ended
December 31,
2005. We incurred $1.7 million in expense for non-cash
stock-based compensation during the year ended
December 31,
2006 associated with the adoption of SFAS 123R as of
January 1, 2006. The remaining increase was due to a
$6.2 million increase in expenses as a result of the
acquisition of Moving.com, increased personnel related costs in
sales and marketing of $3.0 million, increased shipping and
material costs of $1.2 million, increased online
distribution costs of $1.0 million, increased bad debt
expense of $0.9 million primarily due to one customer, and
other cost increases of $0.4 million.
Consumer Media generated an operating loss of $3.3 million
for the year ended
December 31, 2006 compared to an
operating loss of $1.1 million for the year ended
December 31, 2005 primarily due to factors outlined above.
Unallocated
Unallocated expenses decreased $7.3 million, or 13%, to
$48.2 million for the year ended
December 31, 2006
from $55.5 million for the year ended
December 31,
2005. The decrease was primarily due to a $15.6 million
decrease in legal fees resulting from our obligation to advance
legal fees to certain former officers in 2005, a decrease in
personnel related costs of $1.3 million, and a decrease of
$1.2 million due to an insurance refund. These decreases
were partially offset by an increase of $8.0 million in
expense for non-cash compensation primarily associated with the
adoption of SFAS 123R in 2006 and the award of restricted
stock units to certain executive officers and an increase of
$2.8 million in depreciation expense.
Liquidity
and Capital Resources
Net cash provided by continuing operating activities of
$24.4 million for the year ended
December 31, 2007 was
attributable to net income from continuing operations of
$3.8 million and non-cash expenses including depreciation,
amortization of intangible assets, changes in market value of
embedded derivative liability, provision for doubtful accounts,
stock-based compensation and charges, impairment of long-lived
assets and other non-cash items, aggregating to
$33.4 million, offset by changes in operating assets and
liabilities of approximately $12.8 million.
Net cash provided by continuing operating activities of
$24.1 million for the year ended
December 31, 2006 was
attributable to net income from continuing operations of
$22.9 million and non-cash expenses including depreciation,
amortization of intangible assets, provision for doubtful
accounts, stock-based charges, changes in market value of
embedded derivative liability and other non-cash items,
aggregating to $28.7 million, offset by changes in
operating assets and liabilities of approximately
$27.5 million. The $14.5 million increase in other
assets was primarily due to the sale of $15.7 million in
investments as of
December 31, 2006 wherein cash proceeds
were received subsequent to year end. The $15.9 million
decrease in accounts payable and accrued expenses was primarily
due to payments made for accrued litigation and officer’s
legal costs and reduced bonus accruals.
Net cash provided by investing activities of approximately
$15.0 million for the year ended
December 31, 2007 was
primarily attributable to maturities of short-term investments
of $86.6 million, proceeds from the sale of marketable
equity securities of $15.7 million, proceeds from the
surrender of a life insurance policy of $5.2 million, and
proceeds from the sales of property and equipment of
$0.3 million, partially offset by purchases of short-term
investments of $73.5 million, capital expenditures of $18.7
and the purchase of intangible assets of $0.6 million. The
actual cash provided by investing activities was
$1.9 million, as the $86.6 million and
$73.5 million of investment activity reflect the gross
sales and purchases of investments which is a classification
requirement.
Net cash used in investing activities of $26.7 million for
the year ended
December 31, 2006 was primarily attributable
to purchases of short-term investments of $30.2 million,
capital expenditures of $12.9 million due to the build out
of our new data center, the acquisition of Moving.com of
$9.6 million and the purchase of intangible assets of
$0.3 million, partially offset by maturities of short-term
investments of $26.3 million. The actual cash used in
36
investing activities was $22.8 million, as the
$30.2 million and $26.3 million of investment activity
reflect the gross purchases and sales of investments which is a
classification requirement.
Net cash used in financing activities of $7.9 million for
the year ended
December 31, 2007 was primarily attributable
to $10.0 million in repurchases of company stock and
$1.9 million in capital lease payments, partially offset by
$3.1 million due to the exercise of stock options and
warrants and a reduction in restricted cash balances of
$0.9 million.
Net cash provided by financing activities of $4.9 million
for the year ended
December 31, 2006 was primarily
attributable to $6.9 million due to the exercise of stock
options and warrants and a reduction in restricted cash balances
of $0.7 million, partially offset by $2.7 million in
capital lease payments.
We have generated positive operating cash flows in each of the
last three years. We have no material financial commitments
other than those under capital and operating lease agreements
and our operating agreement with the NAR.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
|
|
|
Due in
|
|
|
Due in
|
|
|
Due in
|
|
|
|
|
|
|
|
Total
|
|
|
One Year
|
|
|
One to
|
|
|
Three to
|
|
|
Over
|
|
|
|
|
Payments Due
|
|
|
or Less
|
|
|
Three Years
|
|
|
Five Years
|
|
|
Five Years
|
|
|
Capital lease obligations
|
|
$
|
2,260
|
|
|
$
|
1,983
|
|
|
$
|
277
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Operating lease obligations
|
|
|
29,309
|
|
|
|
8,053
|
|
|
|
11,333
|
|
|
|
6,306
|
|
|
|
3,617
|
|
|
Other purchase obligations
|
|
|
8,275
|
|
|
|
1,655
|
|
|
|
3,310
|
|
|
|
3,310
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
39,844
|
|
|
$
|
11,691
|
|
|
$
|
14,920
|
|
|
$
|
9,616
|
|
|
$
|
3,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition, we have commitments of approximately
$1.6 million to purchase property, plant and equipment,
software licenses and consulting services as of
December 31, 2007.
On
September 13, 2007, our Board of Directors authorized a
stock repurchase program. The program authorizes, in one or more
transactions taking place during the twelve month period
following
September 17, 2007, the repurchase of our
outstanding common stock utilizing surplus cash in the amount of
up to $50 million. Under the program, we can purchase
shares of common stock in the open market or in privately
negotiated transactions. The timing and amount of repurchase
transactions under this program will depend upon market
conditions, corporate considerations and regulatory
requirements. Shares repurchased under the program shall be
retired to constitute authorized but unissued shares of our
common stock. As of
December 31, 2007, we had purchased
4,162,912 shares for a total expenditure of
$10.0 million.
Our short-term investments at
December 31, 2007, included
$129.9 million of high-grade (AAA rated) student loan,
government-backed, auction rate securities issued primarily by
student loan funding organizations, which loans are 97%
guaranteed under FFELP (Federal Family Education Loan Program).
These auction rate securities are intended to provide liquidity
via an auction process that resets the interest rate, generally
every 28 days, allowing investors to either roll over their
holdings or sell them at par. All purchases of these auction
rate securities were in compliance with our investment policy.
Subsequent to
December 31, 2007, all of
the Company’s
auction rate securities completed a successful auction process.
However, during the week of
February 11, 2008, we were
informed that there was insufficient demand at auction for some
of our auction rate securities. We also experienced a similar
situation with our remaining auction rate securities during the
following two weeks. As a result, these affected securities are
currently not liquid, the interest rates have been reset to
predetermined higher rates (LIBOR plus 1.5%) and we may be
required to hold them until they are redeemed by the issuer or
to maturity which ranges from June 2030 to November 2047. In the
event we need to access these funds, we may not be able to do so
without a possible loss to their carrying value, until a future
auction for these investments is successful, they are redeemed
by the issuer, or they mature. At this time, we do not have any
evidence to conclude that these investments are impaired even
though the market for these investments is presently uncertain.
We do not have a need to access these funds for operational
purposes for the foreseeable future, but we will continue to
monitor and evaluate these investments on an ongoing basis for
37
impairment or for the need to reclassify to long term
investments. We believe that our existing cash and other
short-term investments, and our expected operating cash flows
and other sources of cash, will be sufficient to fund our
working capital requirements, capital expenditures and other
obligations for the foreseeable future and will not affect our
ability to execute our current business plans. If the credit
ratings of the security issuers deteriorate or if normal market
conditions do not return in the near future, we may be required
to reduce the value of our investments through an impairment
charge and reflect them as long-term investments on our
March 31, 2008 and any future balance sheets.
Off-Balance
Sheet Arrangements
We have not entered into any transactions with unconsolidated
entities whereby we have financial guarantees, subordinated
retained interests, derivative instruments or other contingent
arrangements that expose Move to material continuing risks,
contingent liabilities, or any other obligation under a variable
interest in an unconsolidated entity that provides financing,
liquidity, market risk or credit risk support to Move.
Recent
Accounting Developments
We adopted the Financial Accounting Standards Board’s
(
“FASB’s”) Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109”
(
“FIN 48”), effective
January 1, 2007.
FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in financial statements and requires the impact
of a tax position to be recognized in the financial statements
if that position is more likely than not of being sustained by
the taxing authority. The adoption of FIN 48 did not have a
material effect on our consolidated financial position or
results of operations.
In September 2006, the FASB issued SFAS No. 157,
“Fair Value Measurements,” which defines fair value,
establishes a framework for measuring fair value in accordance
with generally accepted accounting principles and expands
disclosures about fair value measurements.
SFAS No. 157 does not require any new fair value
measurements and eliminates inconsistencies in guidance found in
various prior accounting pronouncements. SFAS No. 157
is effective for fiscal years beginning after
November 15,
2007, and interim periods within those fiscal years. We are
currently evaluating the effect that the adoption of
SFAS No. 157 will have on our consolidated financial
statements, which may have a material impact.
In February 2007, the FASB issued SFAS No. 159,
“The Fair Value Option for Financial Assets and Financial
Liabilities.” SFAS No. 159 permits companies to
choose to measure many financial instruments and certain other
items at fair value. SFAS No. 159 is effective for
financial statements issued for fiscal years beginning after
November 15, 2007. We are currently evaluating the effect
that the adoption of SFAS No. 159 will have on our
consolidated financial statements, which may have a material
impact.
In December 2007, the FASB issued SFAS No. 141(R),
“Business Combinations”, and SFAS No. 160,
“Noncontrolling Interests in Consolidated Financial
Statements.” SFAS No. 141(R) requires an acquirer
to measure the identifiable assets acquired, the liabilities
assumed and any noncontrolling interest in the acquiree at their
fair values on the acquisition date, with goodwill being the
excess value over the net identifiable assets acquired.
SFAS No. 160 clarifies that a noncontrolling interest
in a subsidiary should be reported as equity in the consolidated
financial statements. The calculation of earnings per share will
continue to be based on income amounts attributable to the
parent. SFAS No. 141(R) and SFAS No. 160 are
effective for financial statements issued for fiscal years
beginning after
December 15, 2008. Early adoption is
prohibited. We have not yet determined the effect that the
adoption of SFAS No. 141(R) or SFAS No. 160
will have on our consolidated financial statements.
|
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
Market risk represents the risk of loss that may impact our
financial position, results of operations or cash flows due to
adverse changes in financial and commodity market prices and
rates. We are exposed to market risk primarily in the area of
changes in United States interest rates and conditions in the
credit markets. We do not have any material foreign currency or
other derivative financial instruments. Under our current
policies, we do not use interest rate derivative instruments to
manage exposure to interest rate changes. We attempt to increase
the safety
38
and preservation of our invested principal funds by limiting
default risk, market risk and reinvestment risk. We mitigate
default risk by investing in investment grade securities.
All of our investment securities are classified as
available-for-sale
and therefore reported on the balance sheet at market value. As
of
December 31, 2007, our short-term investments included
$129.9 million of high-grade (AAA rated) auction rate
securities issued by student loan funding organizations, which
loans are 97% guaranteed under FFELP (Federal Family Education
Loan Program). These auction rate securities are intended to
provide liquidity via an auction process that resets the
interest rate, generally every 28 days, allowing investors
to either roll over their holdings or sell them at par. When
auctions for these securities fail, the investments may not be
readily convertible to cash until a future auction of these
investments is successful or they are redeemed or mature. If the
credit ratings of the security issuers deteriorate and any
decline in market value is determined to be
other-than-temporary,
we would be required to adjust the carrying value of the
investment through an impairment charge.
Subsequent to
December 31, 2007, all of our auction rate
securities completed a successful auction process. However,
during the week of
February 11, 2008, we were informed that
there was insufficient demand at auctions for some of our
high-grade auction rate securities. We also experienced a
similar situation with our remaining auction rate securities
during the following two weeks. As a result, these affected
securities are currently not liquid and the interest rates have
been reset to the predetermined higher rates (LIBOR plus 1.5%)
and we may be required to hold them until they are redeemed by
the issuer or to maturity which ranges from June 2030 to
November 2047.
In the event we need to access these funds, we may not be able
to do so without a possible loss to their carrying value, until
a future auction for these investments is successful, they are
redeemed by the issuer, or they mature. At this time, management
does not have any evidence to conclude that these investments
are impaired even though the market for these investments is
presently uncertain. We do not have a need to access these funds
for operational purposes for the foreseeable future. We will
continue to monitor and evaluate these investments on an ongoing
basis for impairment or for a need to reclassify to long term
investments. Based on our ability to access our cash and other
short-term investments, our expected operating cash flows, and
our other sources of cash, we do not anticipate that the
potential illiquidity of these investments will affect our
ability to execute our current business plans. If the credit
ratings of the security issuers deteriorate or if normal market
conditions do not return in the near future, we may be required
to reduce the value of our investments through an impairment
charge and reflect them as long-term investments on our
March
31, 2008 and any future balance sheets.
39
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Move, Inc.
We have audited the accompanying consolidated balance sheets of
Move, Inc. as of
December 31, 2007 and
2006, and the
related consolidated statements of operations,
stockholders’ equity, and cash flows for each of the three
years in the period ended
December 31, 2007. Our audits
also included the financial statement schedule listed in the
Index at Item 15(a)(2). These financial statements and
schedule are the responsibility of
the Company’s
management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Move, Inc. at
December 31, 2007 and
2006, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended
December 31, 2007, in conformity with U.S. generally
accepted accounting principles. Also, in our opinion, the
related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole,
presents fairly in all material respects, the information set
forth therein.
As discussed in Note 20 to the consolidated financial
statements, Move, Inc. adopted FASB Interpretation No. 48
Accounting for Uncertainty in Income Taxes, effective
January 1, 2007.
Additionally, as discussed in Note 2 to the consolidated
financial statements, Move, Inc. changed its method of
accounting for Share-Based Payments in accordance with Statement
of Financial Accounting Standards No. 123 (revised
2004) on
January 1, 2006.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), Move,
Inc.’s internal control over financial reporting as of
December 31, 2007, based on criteria established in
Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
and our report dated
February 28, 2008 expressed an
unqualified opinion thereon.
/s/ Ernst &
Young LLP
Los Angeles, California
41
MOVE,
INC.
CONSOLIDATED
BALANCE SHEETS
| |
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
(In thousands)
|
|
|
|
|
ASSETS
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
45,713
|
|
|
$
|
14,873
|
|
|
Short-term investments
|
|
|
129,900
|
|
|
|
142,975
|
|
Accounts receivable, net of allowance for doubtful accounts of
$3,798 and $3,313 at December 31, 2007 and 2006,
respectively
|
|
|
18,016
|
|
|
|
17,909
|
|
|
Assets of discontinued operations
|
|
|
1,335
|
|
|
|
3,640
|
|
|
Other current assets
|
|
|
13,906
|
|
|
|
34,149
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
208,870
|
|
|
|
213,546
|
|
|
Property and equipment, net
|
|
|
32,515
|
|
|
|
29,018
|
|
|
Goodwill, net
|
|
|
21,097
|
|
|
|
21,279
|
|
|
Intangible assets, net
|
|
|
15,306
|
|
|
|
16,715
|
|
|
Restricted cash
|
|
|
3,369
|
|
|
|
4,279
|
|
|
Other assets
|
|
|
1,371
|
|
|
|
1,112
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
282,528
|
|
|
$
|
285,949
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
4,971
|
|
|
$
|
4,904
|
|
|
Accrued expenses
|
|
|
29,349
|
|
|
|
26,287
|
|
|
Obligation under capital leases
|
|
|
1,894
|
|
|
|
1,904
|
|
|
Deferred revenue
|
|
|
38,532
|
|
|
|
50,036
|
|
|
Liabilities of discontinued operations
|
|
|
335
|
|
|
|
490
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
75,081
|
|
|
|
83,621
|
|
|
Obligation under capital leases
|
|
|
273
|
|
|
|
2,167
|
|
|
Other non-current liabilities
|
|
|
1,508
|
|
|
|
2,497
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
76,862
|
|
|
|
88,285
|
|
|
Commitments and contingencies (Note 22)
|
|
|
|
|
|
|
|
|
|
Series B convertible preferred stock
|
|
|
101,189
|
|
|
|
96,212
|
|
|
Series A convertible preferred stock
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
151
|
|
|
|
154
|
|
|
Additional paid-in capital
|
|
|
2,076,074
|
|
|
|
2,069,399
|
|
|
Accumulated other comprehensive income
|
|
|
675
|
|
|
|
326
|
|
|
Accumulated deficit
|
|
|
(1,972,423
|
)
|
|
|
(1,968,427
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
104,477
|
|
|
|
101,452
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
282,528
|
|
|
$
|
285,949
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
42
MOVE,
INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
(In thousands, except per share amounts)
|
|
|
|
|
Revenue
|
|
$
|
286,283
|
|
|
$
|
280,112
|
|
|
$
|
240,911
|
|
|
Cost of revenue
|
|
|
57,233
|
|
|
|
58,790
|
|
|
|
49,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
229,050
|
|
|
|
221,322
|
|
|
|
191,909
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
108,633
|
|
|
|
107,861
|
|
|
|
88,560
|
|
|
|
|
|
34,656
|
|
|
|
33,666
|
|
|
|
21,679
|
|
|
General and administrative
|
|
|
80,718
|
|
|
|
79,751
|
|
|
|
80,735
|
|
|
Amortization of intangible assets
|
|
|
2,028
|
|
|
|
1,966
|
|
|
|
2,563
|
|
|
Restructuring charges
|
|
|
—
|
|
|
|
(278
|
)
|
|
|
(1,331
|
)
|
|
Impairment of long-lived assets
|
|
|
6,125
|
|
|
|
—
|
|
|
|
—
|
|
|
Litigation settlement
|
|
|
3,900
|
|
|
|
—
|
|
|
|
1,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
236,060
|
|
|
|
222,966
|
|
|
|
193,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(7,010
|
)
|
|
|
(1,644
|
)
|
|
|
(2,047
|
)
|
|
Interest income, net
|
|
|
9,852
|
|
|
|
7,249
|
|
|
|
2,351
|
|
|
Other income, net
|
|
|
1,482
|
|
|
|
17,410
|
|
|
|
642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
4,324
|
|
|
|
23,015
|
|
|
|
946
|
|
|
Provision for income taxes
|
|
|
(501
|
)
|
|
|
(134
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
3,823
|
|
|
|
22,881
|
|
|
|
946
|
|
|
Gain on disposition of discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
855
|
|
|
Loss from discontinued operations
|
|
|
(2,842
|
)
|
|
|
(776
|
)
|
|
|
(1,256
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
981
|
|
|
|
22,105
|
|
|
|
545
|
|
|
Convertible preferred stock dividend and related accretion
|
|
|
(4,977
|
)
|
|
|
(4,859
|
)
|
|
|
(408
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) applicable to common stockholders
|
|
$
|
(3,996
|
)
|
|
$
|
17,246
|
|
|
$
|
137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share applicable to common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.01
|
)
|
|
$
|
0.12
|
|
|
$
|
0.00
|
|
|
Discontinued operations
|
|
|
(0.02
|
)
|
|
|
(0.01
|
)
|
|
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share applicable to common stockholders
|
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share applicable to common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.01
|
)
|
|
$
|
0.11
|
|
|
$
|
0.00
|
|
|
Discontinued operations
|
|
|
(0.02
|
)
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share applicable to common stockholders
|
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in calculation of income (loss) per share applicable
to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
154,524
|
|
|
|
151,170
|
|
|
|
147,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
154,524
|
|
|
|
163,394
|
|
|
|
182,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
43
MOVE,
INC.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
Convertible
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Deferred
|
|
|
Other
|
|
|
|
|
|
Total
|
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Treasury
|
|
|
Stock-based
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stock
|
|
|
Charges
|
|
|
Income (loss)
|
|
|
Deficit
|
|
|
Equity
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
146,868
|
|
|
$
|
147
|
|
|
$
|
2,043,053
|
|
|
$
|
—
|
|
|
$
|
(406
|
)
|
|
$
|
409
|
|
|
$
|
(1,985,810
|
)
|
|
$
|
57,393
|
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
545
|
|
|
|
545
|
|
|
Unrealized loss on marketable securities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|