- Current report filing (8-K)
February 15 2012 - 3:30PM
Edgar (US Regulatory)
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 15, 2012 (February 15, 2012)
(Exact name of registrant as specified in its charter)
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Delaware
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001-34518
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26-1235962
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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360 West 4800 North, Provo, UT 84604
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(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (801) 705-7000
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. Results of Operations and Financial Condition.
On February 15, 2012, the Registrant announced via a press release its preliminary results of operations for its quarter and year
ended December 31, 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 and year ended December 31, 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 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 databases, purchases of property and equipment and cash paid for income taxes and interest. 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 Registrants 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.
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(d)
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Exhibit
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Description
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99.1
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Press release dated February 15, 2011 by the Registrant, reporting its preliminary results of operations for the quarter and year ended December 31, 2011 (furnished and not filed
herewith as described in Item 2.02).
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99.2
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Management presentation of highlights for the quarter and year ended December 31, 2011 (furnished and not filed herewith as described in Item 2.02).
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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.
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ANCESTRY.COM INC.
(Registrant)
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Date: February 15, 2012
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By:
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/s/ William C. Stern
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William C. Stern
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General Counsel
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INDEX OF EXHIBITS
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Exhibit
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Description
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99.1
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Press release dated February 15, 2012 by the Registrant, reporting its preliminary results of operations for its quarter and year ended December 31, 2011 (furnished and not filed
herewith as described in Item 2.02).
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99.2
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Management presentation of highlights for the quarter and year ended December 31, 2011 (furnished and not filed herewith as described in Item 2.02).
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