Inuvo Inc (INUV) 2003 Q4 法說會逐字稿

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  • Operator

  • Good afternoon ladies and gentlemen, and welcome to the FindWhat.com fourth-quarter and full-year 2003 conference call. (OPERATOR INSTRUCTIONS). It is now my pleasure to introduce your host, Ms. Karen Yagnesak, Director of Marketing and Communications for one FindWhat.com. Thank you. You may begin.

  • Karen Yagnesak - Director of Marketing & Communications

  • Good afternoon, and welcome to FindWhat.com's conference call pertaining to Q4 and full-year 2003 earnings and the update on our merger with Espotting Media Inc. I would like to remind everyone that today's comments will include forward-looking statements. These statements are subject to risks and uncertainties that may cause actual results to and events to differ materially. These risks and uncertainties will be discussed towards the end of this conference call, and are also detailed in FindWhat.com's filings with the Securities and Exchange Commission. In addition, FindWhat.com and Espotting Media anticipate filing a registration statement with the SEC relating to the acquisition of Espotting. We urge you to read those materials, which will contain more detailed information about the acquisition as they become available. To comply with the SEC's guidance on fair and open disclosure, we have made this conference call publicly available via webcast at http://www.vcall.com/cepage.asp?id=85539. And a replay of this conference call will be available at the same URL and on the company web site for 90 days after the call.

  • Speaking in order of appearance on the call today will be Craig Pisaris-Henderson, Chairman and CEO; Brenda Agius, Vice President of Finance; and Phillip Thune, COO and CFO. I would now like to turn the call over to Craig Pisaris-Henderson.

  • Craig Pisaris-Henderson - Chairman & CEO

  • Thank you, Karen. It is my pleasure to report that, upon unanimous approval from both Boards of Directors, FindWhat.com , one of the leading performance-based marketing companies operating in the U.S. marketplace, and Espotting Media, a leading performance-based marketing company operating in the European marketplace, have successfully agreed to merge the two companies. Upon completion of this transaction, the new company will possess the largest global footprint of all performance-based marketing companies, giving advertisers in 12 different markets the ability to market their products and services to one of the widest audiences ever assembled in the online marketing industry.

  • It is also my pleasure to report that FindWhat.com, on a stand-alone basis, has posted yet another record-setting quarter and record full year, with Q4 numbers coming in at 21 million in net revenue, and 3.5 million in net income. And full-year revenues coming in at 72.2 million, and 11.8 million in net income.

  • Before I turn the call over to Brenda and Phil for a detailed overview of both our financial and operational results and expectations, I would like to touch briefly on the industry landscape and how we intend to continue to navigate successfully in a highly competitive environment. As I have referenced in the past, FindWhat.com has been actively seeking accretive ways to expand into different markets from both a geographic standpoint and a product and services standpoint. To date, the FindWhat.com team has executed extremely well.

  • In 2003, we announced relationships with Mitsui, representing the Japanese market and Verizon, representing the local U.S. online Yellow Pages market. We began 2004 with the closing of our transaction with Miva, bringing a commerce-enabling service to the tens of thousands of merchants we reach on a daily basis. Today, we follow that with the announcement of our expected merger with Espotting Media, representing the largest Western European footprint of any company in our sector. While each of these milestones represents a large opportunity for FindWhat.com, it is our intention to announce new initiatives in the coming months that will allow us to continue to diversify our product offering and solidify our position as an industry leader.

  • A point that should be noted is that we consistently look for ways to capitalize and leverage our existing assets and knowledge, while expanding our services. With the competitive landscape changing at such a rapid rate, we have been carefully analyzing our ability, making sure that, as we move forward, we have the capability to digest new initiatives without jeopardizing the integrity of our products or our team's ability to manage. We believe today's announcement gives us a geographic scale, operational strength, and depth of services to secure our position as a leader, while further distancing FindWhat.com from newer and/or smaller entrants wishing to be competitive in the paid-listings sector.

  • The overall theme that best describes our strategic vision as a global concern has also become the internal marker to which we march, which is find, get, and keep. In short, 'Find' represents our ability to help global advertisers find reliable traffic sources that convert into high-quality leads. 'Get' represents our ability to help global advertisers to get the traffic coming into their web site to convert into real sales. And 'keep' represents our ability to help our global advertisers keep their existing clients coming back for additional sales.

  • The first step in this process was developing the FindWhat.com Network, which today serves billions of search per month from hundreds of distribution partners in the U.S. market. Our recent private label initiative and today's announcement regarding Espotting should allow us to access billions of additional searches in global markets such as Western Europe and Japan.

  • Step two will be the integration of our Miva merchant service, giving advertisers analytics that show not only the traffic levels they receive and the costs associated, but also to see which traffic converts into sales, and what the costs associated are for each sale, giving them an actual, versus an estimated, reading of their true ROI.

  • Step 3 will consist of solidifying each of the steps mentioned above, while assessing our clients' needs to create reoccurring revenue from their existing clients. We are also expanding our product and service offerings to our global partners, giving each of them the analytics they need to not only continue to capitalize on their relationship with FindWhat.com, but to also expand into new markets within our global footprint, and diversify their revenue streams, which ultimately create much stronger relationships within the FindWhat.com global network.

  • So, as you can see, 2004 will be a very busy year for the new global company that we intend to create. It will also be a year that brings differentiation to the paid listings landscape between its leaders as each continues to execute on its own strategic plans. With that said, I would like to thank the entire FindWhat.com, Miva, and Espotting teams. Your vision, your hard work, and your tireless efforts are appreciated immensely.

  • At this point, I will turn the call over to Brenda and Phillip. And then, we will move into the Q&A session. Brenda?

  • Brenda Agius - Vice President of Finance

  • Thank you, Craig. And thank you all for joining us today.

  • First, before I begin, I would like to thank all of the team members on both sides of the Atlantic for their hard work with respect to the FindWhat.com and Espotting merger. As Craig previously mentioned, both companies have successfully agreed to revise terms and a new merger agreement has been executed. Therefore, before discussing FindWhat.com's fantastic Q4 and full-year 2003 financial performance, I would like to highlight a few details surrounding the merger consideration and Espotting's audited financial results.

  • Just to recap, on June 18, 2003, FindWhat.com announced that it would issue to Espotting stakeholders $27 million in cash, 8.1 million shares of FindWhat.com common stock, and 2.1 million of FindWhat.com's options and warrants. Under the revised merger agreement, FindWhat.com will issue Espotting stakeholders approximately $20 million in cash, 7 million shares of FindWhat.com common stock, and approximately 800,000 of FindWhat.com options and warrants. Using FindWhat.com, Friday's closing stock price of $19.44, the value of the revised deal, is approximately $170 million. This compares to $221 million under the old terms.

  • Staying on the topic of Espotting for just another moment. I would like to highlight Espotting's consolidated audited financial performance for the 12 months ending March 31st, 2003, and nine months ending December 31st, 2003. Espotting is on a March fiscal year, and for the 12 months ending March 31st, 2003, Espotting reported net revenue of approximately $44 million and realized an operating loss of approximately $11 million. For the nine-months period, ending December 31st, 2003, Espotting realized approximately $76 million in net revenue, and operating loss of approximately $8 million.

  • With that said, it's time to move on to FindWhat.com's quarterly and full-year results. Phillip will provide further insight on the Espotting merger, our financial projections for 2004 and the state of our operations.

  • Let's begin with our fourth-quarter revenue results. We hit another all-time high when we reported fourth-quarter revenue in excess of $21 million, which was more than $700,000 ahead of our most recent fourth-quarter projections. When comparing Q4, 2003 to Q4, 2002, revenue increased by approximately 7.6 million, or 57 percent. For the 12 months ending December 31st, 2003 we generated 72.2 million of revenue. This compares to 42.8 million for the 12 months ending December 31st, 2002 and represents a year-over-year increase of approximately $29.4 million, or 69 percent.

  • Let's turn to operating margins. At the beginning of 2003, we predicted that our overall operating margins would decline as a result of number one, increased distribution partner payments as a percentage of revenue; number two, increased depreciation and infrastructure expenses; number three, higher payroll costs, as we rapidly added personnel to support our growth and our focus on developing new initiatives beyond our core business; and number four, increased professional fees due to the Overture patent litigation.

  • With the year now over, we are pleased to announce that we were able to meet or exceed all of our goals, positioning the company to develop new revenue streams, while maintaining or industry-leading operating margins at 25 percent -- equal with our margins in 2002. This was a direct result of leveraging our existing resources and talent, focusing our attention on opportunities which were synergistic to our core business model. And structuring deals to minimize risks, while providing exposure to rapidly-growing markets.

  • We generated nearly $20.1 million in EBITDA for the full year 2003, an increase of $8.3 million when compared to our full-year 2002 EBITDA of 11.8 million. FindWhat.com defines EBITDA as net income before interest, income taxes, depreciation and amortization, and believe it can provide a useful measure to judge the company's operating performance without non-cash charges. FindWhat.com uses EBITDA as an internal barometer of its business, but does not believe its use lessens the importance of GAAP measures.

  • Our financial position grew stronger. We ended the year with cash and cash equivalents in excess of $59.2 million, an increase of 38.1 million over our December 31st, 2002 balance of 21.1 million. This increase included 15.5 million in cash flow from operations; approximately $20 million raised in July when we issued one million shares of FindWhat.com common stock in a private placement to institutional investors; and eight million in proceeds from option and warrant exercises. These increases in cash were offset by 3.3 million in capital expenditures for the year and the $2 million dollar loan (ph) receivables to Espotting.

  • Now, I will move on to our pretax income results, which we believe is the best measurement of our overall performance relative to prior quarters. At 5.6 million, or 24 cents per diluted share, our Q4 2003 pretax income was at an all-time high. And, in fact, represented a 50 percent increase over our Q4 2002 pretax income of 3.7 million, or 19 cents per diluted share. For the 12 months ending December 31st, 2003 we reported pretax income of 18.9 million, or 85 cents per diluted share. This symbolizes an increase of approximately $7.8 million, or 70 percent, when compared to our prior year's pretax income of 11.1 million, or 58 cents per diluted share.

  • Before discussing earnings per share, I would like to normalize the comparability of our prior periods by discussing our effective tax rate and our diluted shares outstanding. First, due to the recognition of deferred tax assets during 2002, our Q4 2002 effective tax rate was significantly reduced to 28 percent. And for the full year 2002, we averaged only 3 percent. This compares to a Q4 and full-year 2003 effective tax rate of 38 percent. Secondly, as previously discussed, we issued an additional one million shares of FindWhat.com common stock in July. And finally, our average stock price was higher in 2003, which ultimately increased the dilutive effect of our outstanding options and warrants.

  • With that said, let's turn to net income and diluted earnings per share. In Q4 2003, we generated 3.5 million in net income, or 15 cents per diluted share, with approximately 23.7 million diluted shares outstanding. This compares to a Q4 2002 net income of 2.7 million, or 14 cents per diluted share, with approximately 19.3 million diluted shares outstanding. For the full year ending December 31st, 2003, we generated approximately 11.8 million in net income, or 53 cents per diluted share, with approximately 22.1 million diluted shares outstanding. This compares to full-year 2002 net income of approximately 10.7 million, or 56 cents per diluted share, with 19.1 million diluted shares outstanding.

  • All finally, before turning the call over to Phillip, I would like to discuss our 2004 outlook. Because Espotting will have a material impact on the company's financial performance, and the closing of the transaction is subject to shareholder and customary regulatory approvals, we cannot predict exactly when the closing date will be. As such, our 2004 financial outlook excludes Espotting.

  • With that important caveat, we are projecting revenue for Q1 2004 of approximately 22 million, with diluted earnings per share of 13 cents, which assumes 24.3 million diluted shares outstanding. And for the full year 2004, we are projecting revenue of 95 million, with diluted earnings per share of 60 cents, which assumes 25 million diluted shares outstanding. Our 2004 projection does include our Miva subsidiary.

  • This concludes the financial update. I will now turn the call over to Phillip. Thank you.

  • Phillip Thune - COO & CFO

  • Thank you, Brenda. This is an exciting day for us, as we can restart the process of joining together with Espotting to create the leading independent player in paid listings with a footprint that covers three continents. As we relayed last June, the prospect of merging with Espotting has not diminished our appetite for new deals. In fact, we believe our strategic alternatives become more attractive as we can leveraging new opportunities across 12 countries, not just one or two. We also believe now is an opportune time to execute on our expansion plans, with most of our peers preoccupied with major structural events in their home businesses.

  • For the last year or two, our goal has been clear -- to accomplish this expansion without taking a step backwards in revenue and profits. We believe we can continue to meet that goal. Our current 2004 projections call for a 32 percent increase in revenue versus 2003, with EBITDA and operating income growing slightly faster. Note that these projection take a moderate view of the impact of recently-announced initiatives, as we wait to gauge their impact once they have launched.

  • Also note that these projections do not include the proposed merger with Espotting. Completion of the merger should more than double our headcount and our ongoing revenue on the day we close. On a combined basis, we would have lower EBITDA margins than FindWhat.com has on a stand-alone basis. But we view that as an opportunity, as the two companies share experiences to make each other even better.

  • We have begun to implement plans to operate a more diversified company. These plans include investments in our corporate infrastructure, as well as the move to a divisional structure for our operations with three primary groups -- a FindWhat.com/private-label division; an Espotting division; and a merchant services division built around Miva. We would expect all three divisions to expand rapidly, both operationally and strategically.

  • One of our core beliefs is that the best way to serve our partners and our advertising and commerce clients is with the employees who know the businesses and languages these clients speak, literally. We accomplish that, not from a corporate office in Fort Myers, Florida, but by joining up with the providers of the best service in their respective geographies and industry sectors. We believe we have done that with our announcements regarding Miva, Mitsui, Verizon and now Espotting.

  • Upon merging with Espotting, we would have clients that speak nine languages and use seven currencies. We hope to build an organization that mixes local knowledge and expertise with the common processes and financial controls required to continue to operate at the highest levels.

  • Before I turn the call back to Craig, I want to answer two questions that we have received from investors recently in anticipation of this call. One involves Espotting, and why we retracted statements regarding their financial performance. We do not intend to discuss details, nor can we, given confidentiality agreements by which we are bound. But, we feel it is important to articulate our belief that Espotting's finance team has become a solid group. Thanks to a terrific spirit of cooperation between both companies, we have been able to work together to review their operations and financial results in detail. As a result of the close relationship we have built, we have gained significant insight as to how we can work together once the merger is completed. Importantly, we now have audited financial statements for each of Espotting's last three fiscal years, and for the 9 months ended December 31st, 2003. These statements have been prepared according to U.S. GAAP, and audited by Ernst & Young.

  • The second question involves our reporting of nonfinancial metrics. We agree with the concept of providing additional metrics to gauge our business besides those found on our financial statements, and internally, we have discussed a number of alternatives. However, we believe a key value of metrics is to provide a means to compare a company's operational progress over time. Given the rapid evolution of our business, we do not feel that metrics assigned today will be a meaningful indicator for the company we plan to be in the future, both in the short and long-term. Nonetheless, we will continue to evaluate what additional information we can provide.

  • Today we have announced that we believe that the combined companies would have relationships with over 100,000 online businesses globally, including paid listings advertisers in the U.S., Europe and eventually, Asia, and Miva merchants. This is a figure which we plan to update over time, as we cross major milestones in terms of the reach of our operations. We believe that it provides a sense of the scale of our business, and, if we can execute on our operational and strategic goals, it is a figure that we could increase, substantially, over the next year.

  • Now, I will turn the call back to Craig.

  • Craig Pisaris-Henderson - Chairman & CEO

  • Again, I would like to thank all of the FindWhat.com, Miva, Espotting and these Espotting team members for your 100 percent-in attitude. Your vision and execution are what sets our team apart from the rest of the industry.

  • With that, I will turn the call back over to Karen, which will be followed by a Q&A session.

  • Karen Yagnesak - Director of Marketing & Communications

  • For those of you who wish to ask questions on the call, please press star nine on your phone, and you will be answered in the order of when you queued in. Thank you.

  • Operator

  • (OPERATOR INSTRUCTIONS). Jordan Rohan, SoundView Technology.

  • Jordan Rohan - Analyst

  • I was hoping you could give investors a better understanding of the rationale for paying 170 million in consideration for Espotting today, which is actually a premium to the 165 (ph) million or so value that was initially offered -- your (indiscernible) may have been a little bit erroneous in that it used the share price at the end of the day of trading, not upon which the information was made. Other than the accounting problems, which have been discussed to some degree -- and which I understand you cannot discuss anymore -- what did you find back there that made you want to pay more for Espotting today than you did back in June? And how are we to get comfortable with the operations there?

  • Craig Pisaris-Henderson - Chairman & CEO

  • I will take the first part of that, Jordan, and then I will turn it over to Phillip for the second portion. To began, that's not quite correct. Actually, based on the terms that we had for both in the original deal, the value was over 220 million, based on closing price as of last week. So in other words, we are basically looking at a deal that was over 220 million, based on previous terms versus a deal that now, based on the stock prices, approximately 170.

  • Our rationale really has been more of a -- or our approach, I should say -- it's been more than an accretive/dilutive type of approach towards this structure. What we wanted to make sure of, is that we had the Espotting team members fully engaged in the company on a go-forward basis. That said, approaching them with anything less than what would be, let's say -- let's call it fair and equitable deal terms -- was just not in the cards. I mean, what we wanted to make sure is that we were giving them fair recognition for contributions on a go-forward basis.

  • That said, as Brenda articulated, that came out to approximately 7 million shares and 700 to 800,000 options versus 8 million shares and 2.1 million options in the previous deal. So, it is a substantially different deal in terms of what we are actually paying for it. I will not make any excuses or apologize for having a higher stock price today than what we had in June of last year. If anything, it was just a reflection of how well the company has continued to execute over time. So, to make a comparison from a 220 to a 7 -- I guess that is one way of doing it, because it was a $220 million deal versus the 170 now (multiple speakers) I would not look at it as a -- (multiple speakers)

  • Jordan Rohan - Analyst

  • I am sorry to interrupt. This is Jordan again.

  • Craig Pisaris-Henderson - Chairman & CEO

  • Go ahead.

  • Jordan Rohan - Analyst

  • The closing price on the day before the deal was announced was $13.69. If you use the 10 million shares and options, plus the 27 million in cash, it gives you something between 160 and $170 million.

  • Craig Pisaris-Henderson - Chairman & CEO

  • Right.

  • Jordan Rohan - Analyst

  • So, what you're looking at as a closing price after the deal was announced to get your 220, I think a pre-announcement quote is actually more accurate.

  • Craig Pisaris-Henderson - Chairman & CEO

  • No. I absolutely understand your point, Jordan. As I mentioned before, we approached it from a contribution standpoint. So in other words, we wanted to value the company based on the contributions, going forward. And the previous deal is not looking at the share price and the absolute value that the shares represent, because the shares, even back then, were pretty volatile. I mean, we're going from 13 to 15 to 16 back down to 13 on a pretty regularly basis. So we did not approach it from a standpoint of saying "this is absolutely the most we will pay. Now, let's try to back into that with a share and cash contribution." What we did is we said "on a go-forward basis, this is what we believe this company can contribute; this is what we believe this company can contribute. From that analysis, this is what it represents in terms of shares and options and cash." So again, we took the exact same approach on the deal terms that we have outlined today. That approach is materially different in terms of absolute number of shares, options, and cash being -- I guess that 8 to 7, 2.1 to 800,000, and 27 million in cash down to 20 million in cash.

  • Jordan Rohan - Analyst

  • Guidance for the combined company in 2004 were -- specifically, what kind of contribution will Espotting make to FindWhat.com's bottom line? Will it be accretive? Can we expect the earnings estimates to go up on a per-share basis?

  • Unidentified Speaker

  • Jordan, what we said is that we do believe that this is an accretive deal. We have sort of stripped out amortization and taxes when we say that, and the main reason is because, at this point, we have not -- you know, I think we need to get closer to closing to do more work to figure out exactly what those things will be. In fact, from a tax perspective, that would probably help us because Espotting continues to have net operating loss carryforwards. So that being said, without amortization of intangible assets related to the transaction, without the income tax impact, we do believe that this is an accretive deal on a go-forward basis. I think exactly what we said in the press release was within three months of closing.

  • So, in terms of contribution analysis, yeah, I think from an EBITDA perspective, and from what we are calling a cash pretax earnings perspective, it is an accretive deal. From the revenue perspective, it actually will contribute, we believe, more revenue to the combined company than (indiscernible).

  • Jordan Rohan - Analyst

  • Okay, I'll let someone else ask questions. Thank you.

  • Operator

  • Youssef Squali, First Albany.

  • Youssef Squali - Analyst

  • I have a couple questions. One, just drilling on some things I was just asked. With revenues, I guess, for the last nine months at 76 million, net loss at 9 million -- that net loss includes transaction expense, which I'm assuming is going to go away, obviously, upon closing. But, from an operating basis, what was the Espotting bottom line? And, how can you make us a little more comfortable about that number, basically, going from 9 million negative to something as positive -- and (indiscernible) that, your pretax margin is north or 25 percent. When you talk about being accretive, are you just talking about an EBITDA basis? Or, if not, at what point can we actually expect pretax margins -- all-in pretax margins to -- (technical difficulty)

  • Unidentified Speaker

  • On an upon operating loss -- I think Brenda touched on that in her prepared remarks. The difference between their operating loss and their net loss, which was about $1 million -- between a million and $2 million for both the twelve months ended March of '03 and the nine months ended December of 2003. So, included in that net number is both interest expense they have with some preferred convertible notes -- I'm sorry, convertible notes which would go away because those notes would be converted as common stock of Espotting right before our deal would close. Also included is, in the operating loss line and the net loss line, our deal expenses. And the deal expenses for the twelve months ending March of '03 were not that material -- a few hundred thousand dollars for the 9 months ended. December, they look more in line with ours. I think ours, to date, are about 2.1 million. So, I think that answers your first question. (multiple speakers)

  • Youssef Squali - Analyst

  • So, does that drop the 9 million down to something like 6 million? Is my math correct?

  • Unidentified Speaker

  • Yeah, I think between 7 and 8.

  • Youssef Squali - Analyst

  • Okay.

  • Operator

  • Eric Martinuzzi, Craig-Hallum Capital Group.

  • Eric Martinuzzi - Analyst

  • Good afternoon. Congratulations on a terrific year and getting the Espotting deal done -- or amended, I should say. The question I have has to do more with your core operations back in North America. It is a very competitive environment. I am wondering, just on your network, your distribution network, did you see pressures in Q4, either from the tax side or from competitive threats to your network?

  • Craig Pisaris-Henderson - Chairman & CEO

  • Actually, (indiscernible). We really have not, at this point, other than what we would consider normal, meaning there are a number of players, so to speak, in this sector that are looking at some of the deals that we've struck (ph) in the past few years. So, obviously, there is no doubt there is movement out there in the sector. But, not anything that has been outside of normal course of business over, quite frankly, the last couple of years. So no is the answer in terms of really seeing an immense amount of pressure. Keep in mind that also comes from how many additional products and services we provide to our partners. We don't just provide an (indiscernible) that plugs in and produces revenue. We are providing analytical assistance in a lot of cases; hosting in a lot of cases; making sure that our partners have everything they need to not only maintain their business, going forward, but actually to increase their business.

  • There are not very many companies to date that have several years worth of experience understanding what these companies have. It's not something you just jump into and say "okay, I'm going to start providing these services in this sector." It just does not work that way. So, long story short, is no, we really have not seen anything outside the norm at this point that I can tell you. And one of the things that we concentrate on, on a daily basis, is how do we make sure that we were improving our products and services to make sure, as competition does increase, we can not only address them, but solidify our position as an industry leader.

  • Youssef Squali - Analyst

  • Okay. Thanks. A housekeeping question -- the depreciation and amortization for '03, what was it? And what is your expectation for '04 with Miva amortization, in fact?

  • Brenda Agius - Vice President of Finance

  • We are looking at about 1.8 million for the full year '03 depreciation and amortization. And, with Miva's amortization of intangibles, we are looking at probably another 400,000 in 2004.

  • Youssef Squali - Analyst

  • Okay. Thanks.

  • Operator

  • Tom Underwood, Legg Mason.

  • Tom Underwood - Analyst

  • I have a couple of questions. One, I was wondering if you could give us an update on how the private-label business is going? In other words, how things are progressing with Lycos? And any update in terms of what is happening with Verizon, or potential new accounts? And then I was wondering if you could comment, qualitatively -- or quantitatively, if you would prefer -- in terms of what you are seeing for pricing trends, overall, within the core business, and volume?

  • Craig Pisaris-Henderson - Chairman & CEO

  • Sure, Tom, I will take the first part. This is Craig, and I will turn the second part over to Phillip. In terms of how the private-label industry is going, it is going well. As you know, we have never broken out private-label on its own. That might have to change in the future. But nonetheless, in terms of our relationships with Lycos, Mitsui and Verizon, things are very well. We continue to march forward towards a launch date for both Mitsui and Verizon. Unfortunately, I cannot tell you a specific date, but I can tell you we have been working feverishly, so to speak, making sure that we have all T's crossed and I's dotted so that we can get those products out there.

  • I think we have all seen that several companies out there that we work with have made announcements in terms of their intentions on going out into the market sector with new looks and new products. So, we are really subject to their timeframe because we're providing the backend, as you know, not only from an accounting standpoint, but really from a literal standpoint. This is their product, we are just the power behind it. So we really are subject to their timeframe. But things are going very well.

  • One last note on that, our expectations in '04, without giving any guidance to exactly when, our expectations are -- we will have additional private-label partners being announced. And that is an area that we are focusing on. And it is an area that, quite frankly, we are very excited about. Because, again, going back to the previous question I had, we provide products and services to our partners that just are bit available via other -- let's say, possible -- partnerships. So, we have consistently been speaking with a number of companies, and we feel pretty good about '04 in terms of being able to announce new relationships and launch the existing ones that we have already announced. With that, I will turn it over to Phil for additional information.

  • Phillip Thune - COO & CFO

  • Tom, in terms of, I guess, revenue per click and clicks -- pricing and volume -- again, as we mention those specific metrics, we have started to shy away from, because I think they get influenced by factors including both the private-label and, hopefully as we can close Espotting, they will be significantly influenced there. It is interesting to look at -- Espotting is not, again, just one large market. It is really 10 different operating options or marketplaces going on, and the revenue per click levels and the click levels are fairly widespread between those countries.

  • But, in terms of what we saw in the core business in the fourth quarter, again, it was what we expected. The seasonal impact is actually quite better than we expected. The seasonal impact of the holiday season was pretty dramatic -- more dramatic than we had initially thought. You know, it's sort of continued on a little bit later than we had initially thought. I think our last estimate for the quarter was 20.3 million in revenue. We ended up just north of 21 million.

  • Tom Underwood - Analyst

  • Great. Thanks. Congratulations on a great year.

  • Operator

  • Richard Fetyko, Merriman Curhan Ford & Company.

  • Richard Fetyko - Analyst

  • In terms of your assumptions into '04, whether you expect -- what will drive that growth that you outlined in volume versus price? And also partnership contributions? And then, any 10 percent distribution partners in '03?

  • Brenda Agius - Vice President of Finance

  • In '03, we had one distribution partner over 10 percent.

  • Richard Fetyko - Analyst

  • Did it change from the prior quarters?

  • Brenda Agius - Vice President of Finance

  • That is correct. We had one distribution partner over 10 percent. For the full year '03 and for Q4, '03 as well.

  • Richard Fetyko - Analyst

  • I was wondering if that partner had changed from the prior quarters?

  • Phillip Thune - COO & CFO

  • You know, we have, I think, announced between one and two 10 percent-plus partners throughout the year. It does sort of bounce back and forth. So, yes, the one partner we had for the full year was a partner that had been a significant partner for us throughout the year. Does that answer that question?

  • Richard Fetyko - Analyst

  • Yes.

  • Phillip Thune - COO & CFO

  • In terms of Q4 and what the growth drivers are -- again, it's a little bit tricky. We have been, I think, taking what I would call a moderate approach to some of the new initiatives. The things that drive growth are what we call the FindWhat.com Network -- the original pay-per-clicks position business and instill the core of what we do. We expect that growth to continue just by doing more fields (ph) similar to what we have done in the past. We have not had the question, I guess, without -- you know, future guidance or (indiscernible) acquisition cost. But, at this point, we have been at roughly 50 percent for a significantly long time now that we are sort of modeling out that we stay roughly in that range. As Craig said, we are aware of competitive efforts of others, but we have been able to sort of stick on that number for long enough now that we are willing to -- or using, sort of, a roughly 50 percent range as we go forward. That is the core business.

  • The things that are, I would say, nascent in nature, and therefore more difficult to project -- one would the Miva. Miva has been around for a very long time. But, it has only been a part of our company for a month. We are working on a number of initiatives that we hope we can start to add additional services to the Miva merchants and to the other Miva products and services that they offer with some of the private-label activity we have announced. Again, we do have some of that contributing to our growth in 2004. But, again, I would label it as kind of moderate expectations for those projects.

  • Richard Fetyko - Analyst

  • If I may ask another one on Espotting and their competitive positioning in Europe? How has it changed? How do you see it right now?

  • Phillip Thune - COO & CFO

  • I will start, and Craig will follow-up. You know, it is interesting, we have now been working with Espotting for 12 months. If you go back to the point at which we first started, kind of, serious conversations -- and clearly, we have known each other for more than two years. So, I think we have had, sort of, a prolonged exposure to the forces that are going on in that market -- clearly, over the last year, a pretty detailed look at what is going on with Espotting's business. And, I think it would be accurate to characterize them as having somewhat of a different target than we do. Yes, they are excellent at the middle markets in Europe. And that is exciting, because in some countries, those middle markets are hardly begun yet. You know, you need a good base of e-commerce and Internet users who are willing to start shopping and spending money on the Web before you can get enough critical mass to have some those middle market players.

  • So that being said, they have been fantastic at that. I think you cannot overlook that they also continue to do new deals with very prominent players, especially players that are prominent in the individual country. A good example was a deal that they just won in Germany, called Free.net (ph). That had been a deal that Overture had supplied paid listings to previously.

  • So, they are really, we believe, doing a great job across the board at attacking opportunities; they are holding their own against Overture and Google. Clearly, the Yahoo! transaction -- it was self-evident that Yahoo! would shift away from Espotting to Overture. But, we have been extremely impressed with the ability of Espotting to keep on growing, despite those highest-profile deals. Again, I think it would be incorrect to think that they do not have a large number of high-profile deals; they do throughout the countries they operate in.

  • Craig Pisaris-Henderson - Chairman & CEO

  • Just one other point. Phillip touched on the fact that Espotting has continued to grow. In fact, they have exceeded our expectations of what we thought they were going to be able to do in June of last year. It kind of dovetails into a question that was asked earlier in terms of how do we substantiate the valuation we put out there? Just to be very straightforward on that, Espotting has just done an unbelievable job of continuing to grow the business in a very responsible and fiscally responsible manner through the latter portion of the year. That is something we have been very closely involved in. So, we continue to be very, very impressed with not only the fact that they have held their own, as Phillip mentioned, but they continue to execute in some of the more burgeoning marketplaces. I mean, in some of these smaller countries, the middle markets, as Phillip has pointed out, are just now starting to develop. And Espotting is right there. They have been executing at a very high level. Again, exceeding our expectations, which does kind of dovetail back into the valuation that we put out there today.

  • We are now almost a year past the point in time we originally looked at it and tried to put a value on it. And I can tell you we are very happy with the results that they have been able to produce over the last nine months, going into January this year as well. So, we are pretty excited about this, at least in the marketplace, and their executional capability that we have been able to watch over the last nine months now.

  • Richard Fetyko - Analyst

  • Okay. Thank you. Good luck.

  • Operator

  • Marianne Wolk, Susquehanna Financial Group.

  • Marianne Wolk - Analyst

  • I want to go back to Espotting for a moment. It sounds like you're confirming that Espotting saw sequential growth in the December quarter, and that you are saying that they are losing roughly $2 million per quarter. Just wondering how quickly after you have acquired a company, you can turn that into positive operating income contribution? And when we are running the numbers to see when this can break even to your bottom line, should I assume that they won't be paying any taxes on that for quite a while because of their NOL?

  • Phillip Thune - COO & CFO

  • Marianne, it is Phillip. Can you repeat -- you said, is it safe to say that there is sequential growth in Q4? Can you repeat that?

  • Marianne Wolk - Analyst

  • Number one, was there sequential growth at Espotting in Q4 or the December quarter?

  • Phillip Thune - COO & CFO

  • Yes. In terms of the (multiple speakers)

  • Craig Pisaris-Henderson - Chairman & CEO

  • You asked another portion about the losses. That might have been what Phil was just referring to.

  • Phillip Thune - COO & CFO

  • I think, in terms of the question -- and I apologize, I didn't understand the first part. In terms of the second part, which was losing money and how quickly do they turn it around? You know, I think, by definition the fact that we think this is an accretive transaction on both an EBITDA and a cash pretax income per share basis, within a few months of closing, indicates that we believe that they are turning it around, they have turned it around. And that as they, not only turn it around, but as they join up with us hopefully in the third quarter of this year, they are kind of holding their own in terms of their contribution to our bottom line.

  • Marianne Wolk - Analyst

  • What would be helpful would be to understand whether the loss in the fourth quarter was less than the loss in the prior quarter? You know, how far are they from breakeven right now? It is just hard to see how they would turn it around. It's not like they can merge the operations with your operation over there.

  • Phillip Thune - COO & CFO

  • Right. No, I understand. You know, we have put out audited financial statements and figures. I think we're going to want to stick to those as opposed to trying to now break out on quarter after quarter after quarter basis. I can tell you that Q4 was an improvement, across the board, for them. We believe Q1, from the very early look that we have seen, will only capitalize further on the progress in Q4. So, I would rather not go into specific details about how they were doing, or have done, on a quarterly basis. But again, we believe that the momentum that they have as a business dovetails nicely into what our expecting closing date is, and their ability to contribute a pro rata basis to what we are doing.

  • Marianne Wolk - Analyst

  • And I just want to confirm again, you said earlier you thought they would contribute more revenue to 2004 than you would?

  • Phillip Thune - COO & CFO

  • Yeah. Again, you have to recognize that this is not just one market. They have markets that are significant -- I would not characterize any of their markets as mature. But, they have some markets that are at a very, very early stage that are seeing the kind of growth, in terms of percentage rates, that we saw 2, 3, 4 years ago. So that combination of markets being at different stages really does contribute to a nice growth rate. And again, even in the UK, which is their most established market, they continue to have just tremendous success in both finding new distribution partners, getting advertisers to extend even more and more pounds with them. So, we are pretty excited there.

  • Marianne Wolk - Analyst

  • The final question -- could you give us your tax percentage this quarter and whether or not it went up or down in the quarter? And can you also give us your percentage of revenues from insertion?

  • Brenda Agius - Vice President of Finance

  • With regard to the taxes, our taxes for the quarter and for the full year 2003, (indiscernible) the acquisition cost, were approximately 50 percent. And the other part of the question?

  • Marianne Wolk - Analyst

  • Did you have any insertion this quarter? What is the percentage from that?

  • Brenda Agius - Vice President of Finance

  • (indiscernible) from billable accounts? Is that correct? Are you looking at opportunities to billable versus prepaid accounts Marianne?

  • Marianne Wolk - Analyst

  • Yes. Thank you.

  • Brenda Agius - Vice President of Finance

  • Yeah, we are still hovering around 75, 75 percent prepaid and 25 percent from the insertion (ph) orders, which are billable?

  • Marianne Wolk - Analyst

  • Okay. Thank you.

  • Operator

  • Mark May, Kaufman Brothers.

  • Mark May - Analyst

  • Thank you. The first question on Espotting -- can you talk about -- I know in the press release you talked about the Board make-up. But can you talk about the management structure of the combined company? The second question -- if I understand the guidance that you are giving, it looks like that, in order for this field to be accretive one quarter out from closing, that its really dependent on revenue growth. Can you talk a little bit about some of the revenue drivers that you foresee with Espotting, throughout 2004? What specifically is driving the growth there for them? And, maybe I have a follow-up question. Thanks.

  • Craig Pisaris-Henderson - Chairman & CEO

  • I will take the first two on the Board, as you referenced. We did mention that they will be entitled to two seats on the Board of Directors, going forward, which is different from the three seats prior, as well as a mutual agreement on a fourth from the previous deal. But it will be two board seats.

  • In terms of the management structure, we are not commenting specifically. I can tell you that all members of the management team will be continuing with the company on a go-forward basis. We are not breaking things out on a person-by-person basis at this point. Quite frankly, that's one of the things we continue to grow into, making sure that we are recognizing who fits what responsibilities and what role is the best. We will be breaking that out probably by the time that we close the transactions. Phil can talk about guidance.

  • Phillip Thune - COO & CFO

  • Beyond just management, again, we have been unbelievably impressed, the longer we've been involved with them, up and down the board, with respect to the folks who keep doing the jobs at Espotting. Like I said, they have kind of powered through all sorts of challenges and hurdles, as have we. And, despite all that, in fact, some of the stuff, I'm sure, that our executive management and their executive management team have had to discuss certainly is taking a lot of time and could be seen as a distraction. Yet both of our teams have continued to plow away on the operational side.

  • In terms of guidance, and if it is a function of revenue growth that drives them to make this an accretive deal. You know, that is part of it. You know, it is interesting. I would say that the two -- far and away, the largest expense that we have is the revenue share that we pay out to our partners. And then, number two would be personnel costs. It's a distant number two, but its a clear number two in terms of what impacts our cost structure.

  • With Espotting, there's really three things that drive their profitability. The first two -- again, revenue share would be the number one, far and away. Number two and number three would be the personnel costs and the difference between gross revenue and net revenue. Unlike in the United States, there is a practice of paying agency commissions in certain of the European markets, including the largest markets -- the UK, France and Germany -- for them. So that difference between gross and net, again, which only really happens on agency advertisers, doesn't happen on the direct advertisers, can have an impact.

  • So, think it is going to be a combination of revenue growth -- in fact, revenue growth that we think is going to be faster than ours -- and really focusing in on those three items. And again, we don't believe that we are talking about personnel going away. We think all the personnel they have is staying, but we are working on efficiencies there. And then looking at very carefully the other two major costs, and what we can do there. I think there's -- I don't want to overestimate how much (indiscernible) -- but, I think there's some ability when you look at the end of 2004 when you look backwards how they have done, compared to 2003.

  • Mark May - Analyst

  • And, if I could just ask another question. If someone were new to the company, and read your press release -- I know you have a lot going on with the new amended merger agreement, etc., but I think it would be difficult -- if they read the transcript -- it would be difficult to determine what really drove your operating results in the quarter. I don't know if maybe you could try to -- and maybe I just missed it-- but can you just talk about some of the things that occurred in the quarter that drove your revenues up 50, 60 percent, year-over-year? Can you talk about some of the trends in your business that were -- you know, things that did better this quarter than you were expecting? It's just kind of difficult, especially now with not providing the metrics, to get a good grasp on what is driving the business? Thank you.

  • Phillip Thune - COO & CFO

  • That is a great question, and I think we've been turning in pretty good both year-over-year and sequential quarter-over-quarter increases that maybe we've taken a little bit for granted. But it has been sort of more of the same. I mean, we have experienced a pretty good growth rate going on, I think, 17 or 18 quarters now, sequentially. And in Q4, as I said earlier, I think we were helped by the seasonality that, though we can be a factor in Q4, but underlying that, like I said, it is more of the same. We continued to go out and get more distribution partners. We continue to go back to existing distribution partners and work with them to figure out how to drive more traffic, more qualified traffic, to our advertisers. Both of those were evident in our growth rate in Q4.

  • And then on the advertisers side, it's a great point that we probably neglected to mention, that we continue to make progress with respect to our sales force, both in Fort Myers and in New York, in terms of organizing that group and how they go after clients, and having some pretty nice acceptance on the agency side in terms of the larger advertisers side, again, both from Fort Myers and New York.

  • Mark May - Analyst

  • Is there some way of framing how much new distribution partners that you signed up, say, over the last 6 or 9 months have impacted results in the last quarter or two?

  • Phillip Thune - COO & CFO

  • You know, it is not a statistic that we break out. But, it is a function of the kind of network that we have, where we are not -- we don't have, sort of, anchored tenants, so to speak. So it is not that you can expect it quarter-in and quarter-out. We're going to have the same five brand-name sites that really drive revenue. It does move around, so, looking at new versus maybe even looking at old ones where we've really made an impact lately in increasing the amount of traffic they can drive, I think it all would get a little bit confusing. Again, the top 10 distribution partners we had a year ago, it looks very different if you look at the top 10 as of today. And again, I have factored -- there's a number of factors for that. Again, it is a function of being in an environment where you have different -- a big number of different players, as opposed to some anchor (inaudible)

  • Brenda Agius - Vice President of Finance

  • And directly resulting in positive bottom line. I mean, we've addressed several times, over and over each quarter after quarter in 2003, how we projected increased traffic acquisition costs, at least a percentage each quarter over quarter. And yet, those costs remain flat, year-over-year. So that certainly, as Phillips said, is our largest cost. Our second-largest cost is our labor. We started the year out with 115 employees. We had projected in our projections probably to end the year somewhere around 193. We wound up only ending the year with 161 good employees. With that said, the labor cost definitely came under budget, and the traffic acquisition costs, obviously, were favorable -- both resulting in a positive dent (ph) in the predicted bottom line.

  • Mark May - Analyst

  • Great. Thanks a lot.

  • Operator

  • Lanny Baker, Smith Barney Citigroup.

  • Lanny Baker - Analyst

  • I have a couple of questions. Number one, did you provide any kind of timeframe on when you think the deal might close?

  • Unidentified Speaker

  • We did. We said third quarter.

  • Lanny Baker - Analyst

  • Third quarter. Is there no caller on the deal, even though its nine months out?

  • Craig Pisaris-Henderson - Chairman & CEO

  • Yeah, there's not a caller on the deal. That is correct.

  • Lanny Baker - Analyst

  • My last question is to ask you to look a little bit further forward. You know, search is a really young business, but huge growth expectations, I think, from everybody in the marketplace. And you guys have done a great job of holding up those 25 percent margins. I am wondering if, as this business continues to scale, long-term, how much higher do you think the company's margins? Or maybe I should say, looking out multiple years, do you think that the direction of margins is upward for the company as you gain scale? Or, do you think that's going to be harder to achieve? What do you see as the -- look out 3 to 5 years, what is the level of profitability that you expect your company to generate?

  • Craig Pisaris-Henderson - Chairman & CEO

  • Sure. That is a great question, Lanny, and one that we ask ourselves often. But it's not something that we put out there. We really don't want to get ahead of ourselves. We have a huge task list, so to speak, for 2004. Obviously, consummating the Espotting transaction; integrating Miva; we have announced two very large private-label initiatives with both Mitsui and Verizon. We've been pretty forthcoming on this phone call saying that we truly expect to make several new announcements regarding additional products and services in the coming months, as well as making pretty candid remarks about additional private-label announcements that we feel will happen in 2004.

  • So to be really frank with you, we're very concentrated on 2004 right now, integrating those initiatives, and executing on what we talked about today versus trying to put something out for 2005 or beyond. Because we think that's just getting ahead of ourselves. One last thing on that. From our perspective -- and I do appreciate your position on this. But from our perspective, in the last three -- let's just say in the last three months, let alone the last couple of quarters -- there have been a substantial amount of changes that have occurred in our sector that no one was guiding for and no one was modeling for in terms of '04 -- '03 and '04, quite frankly. So, from our perspective right now, we are very focused on initiatives at hand, and as we get closer towards the end of the year, we'll start looking into how we are going to frame things for the (indiscernible).

  • Lanny Baker - Analyst

  • I guess the impressive thing is that, despite all that dynamic environment that you're in, your margin numbers were rock solid. So, it doesn't seem like those change that you're going through have really affected the business. I guess I was just wondering if you could look out a little bit more, but I understand. Thanks a lot.

  • Phillip Thune - COO & CFO

  • It is worth pointing out that, again, a lot of the things that we have been announcing in recent months have not yet been put into place in Q4. So we certainly have the private-label deal with Lycos, which, we believe to be doing very well. And our FindWhat.com Network core business -- Miva and Mitsui and Verizon and certainly Espotting did not impact 2003. That being said, excluding Espotting, we have put out a projection for margins for 2004. And as we said, we believe that, on an operating basis, and an EBITDA basis, those margins stay -- I'm sorry, on an EBITDA basis, those margin stay pretty flat.

  • Operator

  • Jordan Rohan, SoundView.

  • Jordan Rohan - Analyst

  • This should be really easy. Approximately how much revenue was contributed to the quarter from the acquisition of Miva? And in which line does it occur?

  • Jordan Rohan - Analyst

  • Yeah, Jordan, we didn't close Miva until January first. So, absolute zero of (multiple speakers) revenue.

  • Jordan Rohan - Analyst

  • Okay, and of the expectations that have been drawn for FindWhat stand-alone, without Espotting, how much revenue do you expect Miva to contribute in 2004 for FindWhat?

  • Phillip Thune - COO & CFO

  • Jordan, we have not broken it out, but Miva was on a run rate to do roughly $2 million in revenue last year, which is the last guidance that we gave. We believe there is, like I say, a lot of things that we can do together. I think a number of them, especially the first, which is to integrate FindWhat.com's paid listings offering into the Miva merchant software, actually will show up as FindWhat.com revenue; it will not show up as Miva revenue, because those are paid listings that come from our FindWhat.com Network distribution partners. So, like I said, roughly a run rate of $2 million last year. We believe that they could do a little bit better than that this year. But again, that may be misleading, because some of the impact of the combination is going to be felt more on the FindWhat.com side than the Miva side.

  • Jordan Rohan - Analyst

  • Okay. Final question -- if I heard correctly, there is guidance, at least implied guidance of Espotting revenues for 2004 being greater than the 95 million in revenues that FindWhat guided to, which would get you to at least 190 million of revenues combined. Further, there is guidance that EBITDA will be a positive for incremental contribution -- the EBITDA from Espotting -- at least to some degree. So, your EBITDA would be greater than the 27.4 guided to in this press release, as well as share counts combined at 33.5 million, at least for the press release? Did I get all that right?

  • Unidentified Speaker

  • Yes. The only thing, I think Jordan, is you said EBITDA is more than 27. Again, I would say that once we close, we would expect Espotting to be contributing, again, their fair share, at least, to EBITDA. From the day we close, we hope to be on a better run rate than 27 million.

  • Jordan Rohan - Analyst

  • Okay, do you care to quantify the words fair share, because that is what we really need to answer the question, as to how dilutive or accretive this is?

  • Phillip Thune - COO & CFO

  • Yeah, sure. And I think you look to the shares out, and you had sort of mentioned the numbers. Again, in terms of shares outstanding, we would expect that we would have about 33.5 million on a pro forma basis. Of those -- on a pro forma fully-diluted basis. Of those, we believe Espotting would represent about 7.8 (ph), on a fully-diluted basis.

  • Jordan Rohan - Analyst

  • Okay. (multiple speakers)

  • Brenda Agius - Vice President of Finance

  • That is 23 percent of the total shares (multiple speakers)

  • Jordan Rohan - Analyst

  • That looks like about 8.5 million or more of EBITDA contribution for Espotting in 2004.

  • Craig Pisaris-Henderson - Chairman & CEO

  • We are not going into specifics, Jordan. But in terms of how we have approached this, as I mentioned earlier, we have approaches from a contribution standpoint. In other words, what our expectations are for the growing concern to -- in terms of contributions from both FindWhat and Espotting. So, that is where we are going to have to leave it today.

  • Jordan Rohan - Analyst

  • Okay. Thank you very much.

  • Operator

  • Youssef Squali, First Albany Capital.

  • Youssef Squali - Analyst

  • A few questions. Not to beat a dead horse here, but if you look at the revenue share, the rough share of Espotting, my assumption is that it is substantially higher than what you guys are paying. And with your operating margin at 25 percent, layer in Espotting on top of that, will, again, pressure it down in the fourth quarter and beyond. I just want to make sure that I am understanding that correctly. And then I have a follow-up.

  • Craig Pisaris-Henderson - Chairman & CEO

  • Well, to begin on that, that is a fair assumption to make. We all know how the marketplace works. And the U.S. market being that the larger the deal, the more name-brand the deal is, so to speak, the higher the tack (ph) will typically be. That said, Espotting definitely occupies a Tier 1 position in the European marketplace. So that is not a bad assumption to make.

  • In terms of contribution, going forward, I can tell you the last nine months, Espotting -- I cannot say this enough -- Espotting has executed at all levels. They have done the name-brand deals that both of us have mentioned. But they have done a number of deals in the burgeoning marketplaces that are scattered all throughout Europe, which obviously counterbalances that -- let's call it a negative tack (ph) contribution. So, going forward, we do think that there may be some pressure that you just alluded to. But, we also feel that, as those markets grow, and as they start providing some of the additional products and services that we provide in the (indiscernible) marketplace, there's room to grow up, so to speak.

  • Youssef Squali - Analyst

  • Okay. If I just took your last quarter of 21 million, annualize that and looked at the revenue in the fourth quarter of 2002 of 15.4 million, the annualized growth in 2002 was around 36 percent. The annualized growth implied by your guidance for FindWhat is only 13 percent. I am wondering what accounts for that slowdown? Is that just conservative, or are we seeing something out there that is making you a little more conservative?

  • Phillip Thune - COO & CFO

  • I think if you circle back to where we thought we would be a year ago, we certainly exceeded our forecast. I think we feel about the same way today as we did about a year ago about what the future year lies ahead. You know, listen, we've been in a marketplace that has grown phenomenally, and I think we have done an excellent job of taking our fair share of that marketplace and figuring out niches and areas and sectors where we can make a difference and continue to have, not only sustainable business, but a pretty nicely growing business. So, I don't want to label it as conservatism. We've maybe been too conservative in the past, in hindsight. But as we look at it today, I think we are feeling similar to the way we did a year ago. There are certainly -- it is a very rapidly moving marketplace. There are both new entrance, and different moves and combinations made by some of the existing entrance. And I think we have to be cognizant of that. But again, I think we feel pretty good about the core business and feel pretty good about the growth rates that we are projecting.

  • Youssef Squali - Analyst

  • One last thing. When you say you have 100,000 online businesses. I'm assuming that includes Miva's 70,000 or so -- correct?

  • Phillip Thune - COO & CFO

  • Yes.

  • Youssef Squali - Analyst

  • Okay. When I read the press release, which had issued initially -- with the Espotting, I think you had said a combined number of advertisers of about 40,000 -- does that still stand?

  • Phillip Thune - COO & CFO

  • Again, we haven't really broken that metric out for a while. I know Espotting announced recently that they topped the 20,000 active advertiser account figure. So, I think they are doing better on that metric than they were back in June, and its a metric they continue to report. Again, we stopped reporting that, although, remember that one of the big goals in the Miva combination is to have access to not only thousands, but we think, tens of thousands of additional FindWhat advertisers. So, we think on both fronts, one with Espotting being at an earlier stage, especially in certain markets, and now having joined up forces here with Miva, that we can continue to grow that overall 100,000 number.

  • Youssef Squali - Analyst

  • Okay. Thank you very much.

  • Operator

  • Ms. Yagnesak, there are no further questions at this time. I will turn the conference back over to you for any closing comments.

  • Karen Yagnesak - Director of Marketing & Communications

  • Thank you. This conference call has contained certain forward-looking statements within the meaning of Section 27-A of the Securities Act of 1933, and Section 21-E of the Securities Exchange Act of 1934. These statements are based on management's current expectations, and are subject to uncertainties, changes and circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. The forward-looking statements here include, without limitation, statements addressing future financial operating results; statements relating to the magnitude, timing, effects, and any synergies that may result from the proposed acquisition; and statements concerning the outcome of any necessary regulatory and stockholder approvals required in connection with the proposed acquisition. In addition, past performance cannot be relied on as a guide to future performance.

  • The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements -- potential that the information and estimates we used to predict (indiscernible) revenues and expenses are not accurate; either company's failure to retain clients after the announcement of the merger; difficulties executing integration strategies or achieving planned synergies; political and global economic risks attendant to a greater international presence; other economic business and competitive factors generally affecting the business of the combined company; risk that the conditions to closing will not be satisfied, including receipt of stockholder and regulatory approvals; risk that transaction costs and integration cost will be higher than anticipated; risk that the transaction will be delayed or not closed when expected; the risk that the business of the companies may suffer, due to uncertainties; the risk that the continuity of either company's operations will be disrupted in the event that a transaction does not close; the risk that Espotting will require more cash than anticipated prior to closing; and fluctuations in the trading price and volume with FindWhat.com's common stock.

  • More detailed information regarding other risks affecting FindWhat.com are set forth in FindWhat's filings with the Securities and Exchange Commission, including Amendment Number 1 to annual report on Form 10-K for fiscal 2003, and the most recent quarterly reports on Form 10-Q. If any of these risk or uncertainties materializes, or any of these assumptions prove incorrect, FindWhat.com's and Espotting's results could differ materially from expectations expressed herein. FindWhat.com is under no obligation to, and expressly disclaims any such obligation to, update or alter the forward-looking statements whether they are the results of new information, future events or otherwise.

  • Additionally, this call included discussion of financial measure EBITDA and pretax income per share, also called earnings per share before provisions or income taxes. These measures are defined as non-GAAP financial measures by the Securities and Exchange Commission, and may be different from non-GAAP financial measures used by other companies. The presentation of this financial information is not intended to be consider an isolation, or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles.

  • We also want you to know about some additional information and where to find it. FindWhat.com will be filing relative documents concerning this transaction with the Securities and Exchange Commission, including registration statement on Form F-4, containing a prospectus proxy statement. FindWhat.com urges investors to read those documents because they will contain important information. Investors will be able to obtain a prospectus proxy statement and other documents that will be filed by FindWhat.com with the Commission free of charge at the commission's web site, http://www.sec.gov, or by directing your request, after such a filing is made, to FindWhat.com 5220 Summerlin Commons Boulevard, Suite 500, Fort Myers, Florida 33907, telephone 239-561-7245, attention Phillip Thune.

  • FindWhat.com and its directors and executive officers may be deemed to be participants in a solicitation of proxies in connection with the proposed merger. Information about FindWhat.com's directors and executive officers and the ownership of FindWhat.com voting securities is set forth in the (indiscernible) proxy statements for FindWhat.com, as filed with the Commission on October 29, 2003. Additional information about the interest of these (indiscernible) may be obtained from reading the definitive proxy statement regarding (indiscernible) when it becomes available.

  • That does conclude our call today. Thank you for listening.

  • Operator

  • This concludes the conference. Thank you for your participation.