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

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

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 management’s 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 Company’s 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 Company’s business; to evaluate the effectiveness of the Company’s business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of the Company’s results with those of other companies; and in communications with the Board of Directors concerning the Company’s financial performance. The Company also uses adjusted EBITDA and has used free cash flow as factors when determining management’s 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.

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).