MOVE Movano Inc

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  July 29, 2014

Move, Inc.

(Exact name of registrant as specified in its charter)

10 Almaden Boulevard, Suite 800
San Jose, California 95113

 (Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:  (408) 558-7100

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

TABLE OF CONTENTS

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Table of Contents

Item 2.02     Results of Operations and Financial Condition.

On July 29, 2014, the Company issued a press release announcing its financial results for the quarter ended June 30, 2014.  A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

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Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Table of Contents

EXHIBIT INDEX

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Exhibit 99.1

Press release announcing Move, Inc.’s financial results for the quarter ended June 30, 2014.

MOVE GROWS Q2 REVENUE 7%

DELIVERS GROWTH FOR NINE CONSECUTIVE QUARTERS

SAN JOSE, Calif., July 29, 2014—Move, Inc. (NASDAQ: MOVE), the leader in providing consumers the most accurate U.S. residential listings online, today reports a 7% revenue increase year-over-year for the second quarter ended June 30, 2014, marking nine consecutive quarters of growth.

Second Quarter 2014 Highlights

·                  Increased revenue 7% year-over-year to $61.3 million;

·                  Increased Consumer Advertising revenue 6% year-over-year to $47.4 million;

·                  Increased Software and Services revenue 8% year-over-year to $13.9 million;

·                  Non-GAAP Adjusted EBITDA was $3.1 million compared to $7.0 million in the prior year; and

·                  Average monthly unique users of realtor.com®’s web and mobile sites grew 18% year-over-year to 31.2 million in the second quarter.

“Once again, our team succeeded in significantly growing our business and strengthening our bonds with consumers and real estate professionals through creative campaigns and products,” said Steve Berkowitz, Move’s chief executive officer.  “There is enormous value to be created in this business.  We believe that because our platform is populated with better content from actual realtors, there is huge opportunity ahead of us.”

Second Quarter 2014 Financial Results

Despite a dedicated denial of service attack (“DDoS”) that disrupted our websites for several days, revenue for the quarter was $61.3 million, an increase of $3.8 million, or 7%, from $57.5 million in the second quarter of 2013.  Absent the impact of the DDoS attack, we estimate that revenue could have been closer to $62 million.   Revenue from Consumer Advertising products increased 6% to $47.4 million in the second quarter of 2014 compared to the same period in 2013.  Revenue from Software and Services products increased 8% to $13.9 million compared to the second quarter of 2013.

Non-GAAP Adjusted EBITDA (“Adjusted EBITDA”) was $3.1 million in the second quarter of 2014 compared to $7.0 million in the second quarter of 2013.  We estimate that, without the DDoS attack, Adjusted EBITDA could have been closer to $4 million.  The decrease in Adjusted EBITDA was a direct result of the anticipated increased investment in our Accuracy Matters marketing campaign.  As a percentage of revenue, Adjusted EBITDA was 5% in the second quarter of 2014.  Non-GAAP Loss Per Share was $0.03 per diluted share in the second quarter of 2014 compared to Non-GAAP Earnings Per Share of $0.11 per diluted share in the second quarter of 2013.  Move has reported Adjusted EBITDA and Non-GAAP Earnings/(Loss) Per Share because management uses them to monitor and assess Move’s performance and believes they are helpful to investors in understanding Move’s business.

10 Almaden Blvd #800 · San Jose, CA 95113 · (408) 558-7100

Cash provided by operating activities was $2.6 million and $6.7 million for the quarters ended June 30, 2014 and 2013, respectively.

Operating and Business Results

·      Successfully launched changes to the ConnectionSM for Co-Brokerage business model to optimize page yield, improve the consumer experience and sell homes faster;

·      Launched phase two of our brand advertising campaign on national television promoting Accuracy Matters;

·      Gained greater support from the National Association of REALTORS® through their new accuracy advertising campaign, which will double the reach and frequency for the realtor.com® brand;

·      Launched a mobile mortgage application, co-sponsored by BankrateTM, reflecting our effort to put the most important information at consumers’ fingertips;

·      Added new home listings to our mobile applications allowing consumers to access nearly 60,000 new-home plans from approximately 7,500 new-home communities;

·      Grew ListHub™ MLS connections by more than 40 new MLSs since the beginning of the year for a total of more than 500 data sources, or 70% of residential listings in the country;

·      Created stronger industry bonds by placing talented veterans in lead positions, including the promotion of Luke Glass, executive vice president of industry platforms, and hiring our first Chief Economist Jonathan Smoke; and

·      Successful recovery from a distributed denial of service attack that intermittently interrupted our websites for several days.

Business Outlook

For the quarter ending September 30, 2014, Move expects revenue of approximately $65 million and expects to report Adjusted EBITDA of approximately $4.5 million.

For the year ending December 31, 2014, Move expects revenue of $252 million to $254 million, and expects to report Adjusted EBITDA of approximately $28 million.

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Conference Call

Move will host a conference call broadcast  today, Tuesday, July 29, 2014 at 1:30 p.m. Pacific Daylight Time (4:30 p.m. Eastern Daylight Time).  To access the call, please dial (877) 870-4263, or outside the U.S. (412) 317-0790, five minutes prior to 1:30 p.m. Pacific Daylight Time.  A live webcast of the call also will be available at http://investor.move.com under the Events & Presentations menu.

An audio replay will be available between 6:30 p.m. Eastern Daylight Time July 29, 2014 and 11:59 p.m. Eastern Daylight Time August 7, 2014, by calling (877) 344-7529 or (412) 317-0088, with Conference ID 10048797.  An audio archive of the call will also be available at http://investor.move.com.

Use of Non-GAAP Financial Measures—Adjusted EBITDA and Non-GAAP Earnings/(Loss) Per Share

To supplement its consolidated financial statements presented in accordance with generally accepted accounting principles in the United States (“GAAP”), Move uses a non-GAAP measure of net income excluding net interest expense, income tax expense and certain other non-cash and non-recurring items, principally depreciation, amortization and stock-based compensation and charges, which is referred to as Adjusted EBITDA.  Move also uses a non-GAAP measure of net income excluding stock-based compensation and charges, amortization of intangible assets, and amortization of debt discount and issuance costs, on a per share basis, which is referred to as Non-GAAP Earnings/(Loss) Per Share.  Additionally, the Company has presented a non-GAAP table of Financial Data for the three- and six-month periods ended June 30, 2014 and 2013 that extracts stock-based compensation and charges.  A reconciliation of these non-GAAP measures to GAAP is provided in the attached tables.  These non-GAAP adjustments are provided to enhance the user’s overall understanding of Move’s current financial performance and its prospects for the future and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP.  These non-GAAP measures are the primary basis management uses for planning and forecasting its future operations.  Move believes these non-GAAP results provide useful information to both management and investors by excluding certain expenses that it believes are not indicative of its core operating results and provide a more consistent basis for comparison between quarters and should be carefully evaluated.  Move, Inc. has reported Adjusted EBITDA and Non-GAAP Earnings/(Loss) Per Share because management uses it to monitor and assess the Company’s performance and believes it is helpful to investors in understanding the Company’s business.

Unique Users

Move calculates total average monthly unique users across its network of websites and mobile applications as follows:  We count a unique user the first time an individual accesses one of our mobile applications using a mobile device during a calendar month and the first time an individual accesses one of our websites using a web browser during a calendar month.  If an individual accesses our mobile applications using different mobile devices within a given calendar month, the first instance of access by each such mobile device is counted as a separate unique user.  If an individual accesses our websites using different web

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browsers within a calendar month, the first instance of access by each such web browser is counted as a separate unique user.  If an individual accesses more than one of our websites from the same web browser in a calendar month, the first instance of access to each website is counted as a separate unique user.  We measure unique users to our mobile applications using Omniture.  We primarily measure unique users to our network of websites using Omniture.  We use Google Analytics to measure unique users to certain websites that amount to less than 5% of our total unique user metric.

Forward-Looking Statements

This news release may contain forward-looking statements, including information about management’s view of Move’s future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995.  These statements involve known and unknown risks, uncertainties and other factors which may cause the results of Move, its subsidiaries, divisions and concepts to be materially different than those expressed or implied in such statements.  These risk factors and others are included from time to time in documents Move files with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks.  Other unknown or unpredictable factors also could have material adverse effects on Move’s future results.  The forward-looking statements included in this press release are made only as of the date hereof.  Move cannot guarantee future results, levels of activity, performance or achievements.  Accordingly, you should not place undue reliance on these forward-looking statements.  Finally, Move expressly disclaims any intent or obligation to update any forward-looking statements to reflect subsequent events or circumstances.

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About Move, Inc.

Move, Inc. (NASDAQ:MOVE), a leading provider of online real estate services, operates realtor.com®, which connects people to the essential, accurate information needed to identify their perfect home and to the REALTORS® whose expertise guides consumers through buying and selling.  As the official website for the National Association of REALTORS®, realtor.com® empowers consumers to make smart home buying, selling and renting decisions by leveraging its direct, real-time connections with more than 800 multiple listing services (MLS) via all types of computers, tablets and smart telephones.  Realtor.com® is where home happens.  Move’s network of websites provides consumers a wealth of innovative tools and accurate information including Doorsteps®, HomeInsightSM, SocialBiosSM, Moving.com™, homefairSM, SeniorHousingNetSM, and Relocation.com.  Move supports real estate agents and brokerages by providing many services to grow their businesses, including ListHub™, the nation’s leading listing syndicator and centralized intelligence platform for the real estate industry; TigerLead®; Top Producer® Systems; and FiveStreetSM; as well as many free services.  Move is based in the heart of the Silicon Valley — San Jose, CA.

REALTOR® and REALTOR.COM® are trademarks of the National Association of REALTORS® and are used with its permission.

Investor Relations Contact:

Jessica Thorsheim, CFA

Jessica.Thorsheim@move.com

408-558-7149

Media Contact:

Mary A. C. Fallon

Mary.Fallon@move.com

408-558-7191

408-499-4063 mobile

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MOVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(2)  Effective October 1, 2013, the Company elected to change the presentation of certain lead acquisition costs and to reclassify these costs from “Cost of revenue” to “Sales and marketing” within its Consolidated Statements of Operations in order to be more consistent with certain of its peers and to combine all traffic acquisition costs that are not considered directly related to the fulfillment of products into “Sales and marketing.”  This had the effect of decreasing “Cost of revenue” and increasing “Sales and marketing” expense by $2.0 million and $3.8 million, or 4% and 3% of revenue, for the three and six months ended June 30, 2013, respectively.

MOVE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

MOVE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

MOVE, INC.

REVENUE BY TYPE

(in thousands)

MOVE, INC.

RECONCILIATION OF NET (LOSS) INCOME TO NON-GAAP ADJUSTED EBITDA

(in thousands)

MOVE, INC.

RECONCILIATION OF (LOSS) EARNINGS PER SHARE TO NON-GAAP (LOSS) EARNINGS PER SHARE

(in thousands)

MOVE, INC.

OPERATING RESULTS NET OF STOCK-BASED COMPENSATION AND CHARGES

(in thousands)

MOVE, INC.

AVERAGE MONTHLY UNIQUE USERS

(in thousands)