Attached files
file | filename |
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EX-99.1 - EXHIBIT 99.1 - Ancestry.com Inc. | c20522exv99w1.htm |
EX-99.2 - EXHIBIT 99.2 - Ancestry.com Inc. | c20522exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2011 (July 28, 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) |
Registrants 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 July 28, 2011, Ancestry.com Inc. (the Company) announced via a press release its
preliminary results of operations for its quarter ended June 30, 2011. A copy of the press
release is attached as Exhibit 99.1 hereto. It also posted on its website managements
presentation of highlights for the quarter ended June 30, 2011, 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.
Management believes that adjusted EBITDA and free cash flow are useful measures of operating
performance because they exclude items that the Company does not consider indicative of its
core performance. In the case of adjusted EBITDA, the Company adjusts 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 net
income, the most directly comparable GAAP measure, is contained in the press release and is also posted on the Companys
website.
Management uses adjusted EBITDA and free cash flow as measures of operating performance; for
planning purposes, including the preparation of the annual operating budget; to allocate
resources to enhance the financial performance of the Companys business; to evaluate the
effectiveness of the Companys business strategies; to provide consistency and comparability
with past financial performance; to facilitate a comparison of the Companys results with
those of other companies; and in communications with the Board of Directors concerning the
Companys financial performance. The Company also uses adjusted EBITDA and has used free
cash flow as factors when determining managements incentive compensation.
The information in this Item 2.02 (including Exhibit 99.1 and Exhibit 99.2) 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 July 28, 2011 by the Company
reporting its preliminary results of operations
for the quarter ended June 30, 2011 (furnished and
not filed herewith as described in Item 2.02). |
|||||
99.2 | Management presentation of highlights for the quarter ended June 30,
2011 (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) |
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Date: July 28, 2011 | By: | /s/ William C. Stern | ||
William C. Stern | ||||
General Counsel |
INDEX OF EXHIBITS
Exhibit | Description | |||
99.1 | Press release dated July 28, 2011 by the Company reporting
its preliminary results of operations for the quarter ended
June 30, 2011 (furnished and not filed herewith as
described in Item 2.02). |
|||
99.2 | Management presentation of highlights for the quarter ended June 30,
2011 (furnished and not filed herewith as described in Item 2.02). |