Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Ancestry.com Inc. | c13081exv99w1.htm |
| EX-99.2 - EXHIBIT 99.2 - Ancestry.com Inc. | c13081exv99w2.htm |
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): February 24, 2011
ANCESTRY.COM INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34518 | 26-1235962 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 360 West 4800 North, Provo, UT |
84604 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (801) 705-7000
| Not Applicable |
| (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:
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))
ITEM 2.02. Results of Operations and Financial Condition.
On February 24, 2011, the Registrant announced via a press release its preliminary results of operations for its quarter and full year ended December 31, 2010. A copy of the press release is attached as Exhibit 99.1 hereto. It also posted on its website management’s presentation of highlights for the quarter and full year ended December 31, 2010, a copy of which is attached as Exhibit 99.2.
Both exhibits contain references to adjusted EBITDA and free cash flow, which are considered non-GAAP financial measures.
We believe that adjusted EBITDA and free cash flow are useful measures of operating performance because they exclude items that we do not consider indicative of our core performance. In the case of adjusted EBITDA, we adjust net income for such things as interest, taxes, stock-based compensation and certain non-cash and non-recurring items. Free cash flow subtracts from adjusted EBITDA the capitalization of content database costs, capital expenditures and cash paid for income taxes and interest expense. However, these non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net income and net cash provided by operating activities, or other financial measures prepared in accordance with GAAP. A reconciliation to the GAAP equivalents of these non-GAAP measures is contained in the press release and is also posted on the Registrant’s website.
Our management uses adjusted EBITDA and free cash flow as measures of operating performance; for planning purposes, including the preparation of our annual operating budget; to allocate resources to enhance the financial performance of our business; to evaluate the effectiveness of our business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of our results with those of other companies; and in communications with our board of directors concerning our financial performance. We also use adjusted EBITDA and have used free cash flow as factors when determining the incentive compensation pool.
The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
ITEM 9.01 Financial Statements and Exhibits.
(d)
| Exhibit | Description | |
99.1
|
Press release dated February 24, 2011 by the Registrant, reporting its preliminary results of operations for the fourth quarter and full year ended December 31, 2010 (furnished and not filed herewith as described in Item 2.02). | |
99.2
|
Management presentation of highlights for the quarter and year ended December 31, 2010 (furnished and not filed herewith as described in Item 2.02). |
SIGNATURES
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.
ANCESTRY.COM INC.
(Registrant)
Date: February 24, 2011
By: /s/ William C. Stern
William C. Stern
General Counsel
INDEX OF EXHIBITS
| Exhibit | Description | |
99.1
|
Press release dated February 24, 2011 by the Registrant, reporting its preliminary results of operations for its quarter and full year ended December 31, 2010 (furnished and not filed herewith as described in Item 2.02). | |
99.2
|
Management presentation of highlights for the quarter and year ended December 31, 2010 (furnished and not filed herewith as described in Item 2.02). |