United Online Reports GAAP Net Income of $4.7 Million, or $0.11 Per Share, in Fiscal Second Quarter

Pro Forma EBITDA Increases to $11.4 Million; Pay Subscribers Increase by 328,000 During Quarter to 2.18 Million


WESTLAKE VILLAGE, Calif., Feb. 6, 2003 (PRIMEZONE) -- United Online, Inc. (Nasdaq:UNTD), a leading provider of value-priced Internet access through its NetZero, Juno and BlueLight Internet services, today reported results for its fiscal second quarter ended December 31, 2002.



 -- Total revenues for the December 2002 quarter were a record $65.8
    million, up 37 percent versus $48.0 million in the December 2001
    quarter.  
 -- The company reported GAAP net income in the December 2002 quarter
    of $4.7 million, or $0.11 per diluted share, versus a net loss of
    ($15.7) million, or ($0.41) per share, in the year-ago quarter. 
 -- Pay subscribers were a record 2.18 million at December 31, 2002, a
    net increase of 328,000 subscribers during the quarter and a net
    increase of 716,000, or 49 percent, during the preceding twelve
    months.  On November 4, 2002 the company acquired the BlueLight
    Internet service, which at closing included 174,000 pay
    subscribers.  Excluding this acquisition, the company added
    154,000 net pay subscribers during the December 2002 quarter.
    United Online's total active users(1), including users of the
    company's free services, totaled 5.0 million at December 31, 2002.
 -- Pro forma EBITDA(2) in the December 2002 quarter was $11.4
    million, or 17.3 percent of revenues, versus a pro forma EBITDA
    loss of ($2.6) million in the year-ago quarter.  
 -- Pro forma net income(3) in the December 2002 quarter was $8.8
    million, or $0.20 per diluted share, presented on a basis
    consistent with the analyst consensus estimate as reported by
    First Call.  This compares to a pro forma net loss of ($6.0)
    million or ($0.16) per diluted share, in the December 2001
    quarter.
 -- Free cash flow(4) was $19.2 million in the December 2002 quarter
    versus a negative ($8.9) million in the year-ago quarter.  

"Our results this quarter are further evidence that United Online is establishing itself as a leader in the growing value segment of the Internet access market," said Mark R. Goldston, chairman, CEO and president of United Online. "We posted solid revenue growth, expanded our billable services margin, and reported record net income, EBITDA and free cash flow. In a quarter when our largest competitors spent record sums promoting their services, United Online's net pay subscriber growth, even excluding our BlueLight Internet acquisition, outpaced the reported subscriber growth of AOL, MSN and Earthlink combined. These results reinforce our belief that value-priced services will continue to gain share in the Internet access market."

"Once again, we were able to accelerate pay subscriber growth during the quarter without significantly increasing our average subscriber acquisition cost," said Charles S. Hilliard, executive vice president and CFO of United Online. "Our disciplined reinvestment in expanded marketing programs during the past five quarters, combined with United Online's efficient cost structure, has enabled us to drive growth while at the same time expanding margins and profitability."

Additional Highlights of the December 2002 Quarter:



 -- Billable services revenues were $58.1 million, or 88 percent of
    total revenues, an increase of 42 percent versus $41.0 million, or
    85 percent of total revenues, in the December 2001 quarter.  
 -- The billable services margin(5) was 62.2 percent versus 43.5
    percent in the December 2001 quarter.
 -- Cash balances at the end of the December 2002 quarter were $160.6
    million, including cash, cash equivalents, short-term investments
    and restricted cash.
 -- On November 4, 2002, the company completed the acquisition of the
    Internet access and email service assets of BlueLight.com, a
    subsidiary of Kmart Corporation, for approximately $8.4 million in
    cash.  The acquisition included 174,000 pay subscribers.  Upon the
    close of the transaction, BlueLight Internet subscribers were
    notified that their monthly service fee would increase to $9.95,
    from a monthly fee of $8.95, effective in the March 2003 quarter.
    This price increase, along with other potential service
    modifications, may cause a reduction in the number of subscribers
    to the BlueLight Internet service over time. 
 -- Annualized revenue per average number of employees was a record
    $609,000, an increase of 49 percent versus $410,000 in the
    December 2001 quarter.

Business Outlook:

The following discussion contains forward-looking information intended to provide certain of management's current projections for the company as of the date of this release. United Online does not intend to revise or update this information prior to its next quarterly earnings report and may not provide this type of information in the future. Due to a variety of factors, including changing business conditions, the competitive environment and other factors, actual results may differ significantly from those projected. These factors are referenced in the company's filings with the Securities and Exchange Commission and later in this announcement under the caption "Cautionary Information Regarding Forward-Looking Statements."

Fiscal Year Ended June 30, 2003 Guidance:



 -- The company projects between $44 million and $45 million of pro
    forma EBITDA for the fiscal year ended June 30, 2003, up from the
    company's previous guidance of $37 million to $39 million.
 -- The company estimates that the effective tax rate for purposes of
    calculating its provision for income taxes will be 10 percent for
    fiscal 2003.

March 2003 Quarter Guidance:



 -- The company projects that it will add 120,000 to 150,000 new pay
    subscribers, resulting in 2.30 million to 2.33 million pay
    subscribers by March 31, 2003.  
 -- Pro forma EBITDA is projected to be between $11.5 million and
    $12.1 million.  
 -- Pro forma net income is projected to be between $9.1 million and
    $9.6 million, or between $0.20 and $0.21 per diluted share.  Pro
    forma net income is calculated on a basis consistent with the
    analyst consensus estimate as reported by First Call.  
 -- GAAP net income is projected to be between $4.9 million and $5.4
    million, or between $0.11 and $0.12 per diluted share. 
 -- Weighted average diluted shares outstanding are projected to be
    between 45 million and 46 million.  Total shares outstanding at
    the end of the period are projected to be approximately 42
    million.

The company projects that its billable services margin for the March 2003 quarter may be flat to slightly down from the 62.2 percent margin achieved in the December 2002 quarter due to potentially higher Internet usage in the mid and late winter months.

(1) Active users are defined as all free subscribers that logged on to our services at least once during the preceding 31 days, together with all subscribers to a billable service plan.

(2) Pro forma EBITDA represents the net income (loss) before interest, taxes, depreciation, amortization, and restructuring and merger-related charges. The company believes that pro forma EBITDA is a useful measure of operating performance because it better reflects the resources generated that could be utilized for strategic opportunities. Pro forma EBITDA is not indicative of cash provided or used by operations. Pro forma EBITDA is not determined in accordance with generally accepted accounting principles (GAAP) and should not be considered as an alternative to historical financial results presented in accordance with GAAP.

(3) Pro forma net income represents the net income (loss) before amortization and restructuring and merger-related charges, presented on a basis consistent with the analyst consensus estimate as reported by First Call. The company believes that pro forma net income is a useful measure of operating performance because it better reflects the resources generated that could be utilized for strategic opportunities. Pro forma net income is not determined in accordance with generally accepted accounting principles (GAAP) and should not be considered as an alternative to historical financial results presented in accordance with GAAP.

(4) Free cash flow represents cash flow from operations calculated in accordance with generally accepted accounting principles (GAAP) after adding back cash paid for restructuring and merger-related costs and deducting capital expenditures. The company believes that free cash flow is a useful measure of operating performance because it better reflects the resources generated that could be utilized for strategic opportunities. Free cash flow is not determined in accordance with GAAP and should not be considered as an alternative to historical financial results presented in accordance with GAAP.

(5) Billable services margin represents billable services revenues less pro forma cost of billable services divided by billable services revenues. The company believes that the billable services margin is a useful measure of operating performance because it represents the profitability of its core business -- pay subscription services -- after deducting the direct costs of providing those services. The billable services margin is not determined in accordance with generally accepted accounting principals (GAAP) and should not be considered as an alternative to results presented in accordance with GAAP.

About United Online

United Online, Inc. (Nasdaq:UNTD) is a leading provider of value-priced Internet access through its NetZero, Juno and BlueLight Internet services. The company's services are offered at less than half the standard monthly prices of its major competitors and are available in more than 6,000 cities across the United States and in Canada. United Online has approximately 444 employees worldwide and is headquartered in Westlake Village, CA, with offices in New York City, San Francisco, CA, and Hyderabad, India. For more information about United Online and its Internet access services, please visit www.untd.com.

United Online will be hosting a conference call today at 8AM PST (11AM EST) to discuss its quarterly results. A live Web cast of the call can be accessed on the company's Web site at http://www.irconnect.com/untd/. A recording of the call will be available on the site for seven days.

Cautionary Information Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These include, without limitation, statements regarding United Online's expected future financial performance, expected growth in its billable subscriber base and quotes from management in this press release. These statements are based on management's current expectations or beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The potential risks and uncertainties include, among others: United Online's unproven business model and limited operating history; the company's inability to integrate the BlueLight business and maintain the number of subscribers to that service; the company's inability to improve financial results, continue to generate positive free cash flow, EBITDA or net income, or achieve other financial parameters consistent with the stated projections; the company's inability to grow its pay user base as projected due to market conditions, competition or other factors; the company's inability to retain key customers and key personnel; unanticipated technological problems or developments; risks associated with litigation; and unanticipated governmental regulation. More information about potential factors that could affect the company's business and financial results is included in the company's Annual Report on Form 10-K for the fiscal year ended June 30, 2002 and in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, which are on file with the Securities and Exchange Commission (http://www.sec.gov), including (without limitation) information under the captions "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors."



                         UNITED ONLINE, INC.
                Condensed Consolidated Balance Sheets
                            (in thousands)

                                  December 31, 2002     June 30, 2002
                                  -----------------     --------------
                                     (unaudited)
 ASSETS
  Cash, cash equivalents and
   short-term investments               $159,780           $139,355
  Restricted cash                            811              6,185
  Accounts receivable, net                11,312              7,977
  Property and equipment, net             13,303             16,500
  Intangible assets, net                  57,521             58,119
  Other assets                             7,064              5,457
                                        --------           --------
   Total assets                         $249,791           $233,593
                                        ========           ========
 LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts payable                      $ 25,906           $ 21,575
  Accrued liabilities                     13,120             11,212
  Deferred revenue                        20,157             18,815
  Capital leases                             748              3,205
                                        --------           --------
   Total liabilities                      59,931             54,807
                                        --------           --------
 Stockholders' equity                    189,860            178,786
                                        --------           --------

 Total liabilities and
  stockholders' equity                  $249,791           $233,593
                                        ========           ========


                          UNITED ONLINE, INC.
      Unaudited Condensed Consolidated Statements of Operations
               (in thousands, except per share amounts)

                                      Three Months Ended December 31,
                                      -------------------------------
                                          2002               2001
                                        --------           --------
 Revenues:
  Billable services                     $ 58,149           $ 41,035
  Advertising and commerce                 7,651              7,012
                                        --------           --------
   Total revenues                         65,800             48,047
 Operating expenses:
  Cost of billable services               21,990             23,265
  Cost of free services                    3,161              8,722
  Sales and marketing                     19,863             10,059
  Product development                      5,740              7,418
  General and administrative               7,087              9,151
  Restructuring charges                     --                2,075
  Amortization of intangible assets        3,798              4,685
                                        --------           --------
   Total operating expenses               61,639             65,375
                                        --------           --------
 Income (loss) from operations             4,161            (17,328)
  Interest income, net                     1,073              1,585
                                        --------           --------
 Income (loss) before income taxes         5,234            (15,743)
  Provision for income taxes                 523               --
                                        --------           --------
 Net income (loss)                      $  4,711           $(15,743)
                                        ========           ========
 Basic net income (loss) per share      $   0.12           $  (0.41)
                                        ========           ========
 Diluted net income (loss)
  per share                             $   0.11           $  (0.41)
                                        ========           ========
 Shares used to calculate basic
  income (loss) per share                 40,937             38,863
                                        ========           ========
 Shares used to calculate diluted
  income (loss) per share                 44,563             38,863
                                        ========           ========
 Shares outstanding at end of period      41,764             39,877
                                        ========           ========


                         UNITED ONLINE, INC.
          Unaudited Condensed Consolidated Cash Flow Statements
                            (in thousands)

                                     Three Months Ended December 31,
                                     -------------------------------
                                          2002               2001
                                        --------           --------
 CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss):                     $  4,711           $(15,743)
 Adjustments to reconcile net income
  (loss) to net cash provided by
  (used for) operating activities:
   Depreciation, amortization
     and stock-based charges               6,881             12,204
   Other                                     318                966
 Change in operating assets and
  liabilities (excluding the effects
  of acquisitions):
   Restricted cash                           531             (1,801)
   Accounts receivable                    (1,203)              (464)
   Other assets                              641              1,445
   Accounts payable and accrued
    expenses                               8,680             (9,472)
   Deferred revenue                          763              3,230
                                        --------           --------
     Net cash provided by (used for)
      operating activities                21,322             (9,635)
                                        --------           --------

 CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of short-term investments       (7,575)           (20,405)
 Proceeds from maturities of
  short-term investments                  10,000             11,527
 Cash paid for acquisitions, net of
  cash acquired                           (7,327)              --
 Purchase of patent rights                  --                   (7)
 Purchase of property and equipment       (2,156)              (265)
                                        --------           --------
  Net cash used for investing
   activities                             (7,058)            (9,150)
                                        --------           --------

 CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments on notes payable and
  capital leases                          (1,118)            (2,826)
 Repayment of notes receivable                28               --
 Proceeds from employee stock
  purchase plan                              843                111
 Common stock repurchases                   --                 (829)
 Proceeds from exercise of
  stock options                            2,636               --
                                        --------           --------
   Net cash provided by (used for)
    financing activities                   2,389             (3,544)
                                        --------           --------
 Change in cash and cash equivalents      16,653            (22,329)
 Cash and cash equivalents,
  beginning of period                     46,648             82,676
                                        --------           --------
 Cash and cash equivalents,
  end of period                         $ 63,301           $ 60,347
                                        ========           ========
                         UNITED ONLINE, INC.
      Reconciliation of GAAP Net Income to Pro Forma Net Income
                (in thousands, except per-share data)

 The following table is a reconciliation of the unaudited condensed
 consolidated statements of operations prepared in accordance with
 generally accepted accounting principles (GAAP) to pro forma net
 income. Pro forma net income represents the net income (loss) before
 amortization and restructuring and merger-related charges, presented
 on a basis consistent with the analyst consensus estimate as reported
 by First Call. The company believes that pro forma net income is a
 useful measure of operating performance because it better
 reflects the resources generated that could be utilized for strategic
 opportunities. Pro forma net income is not determined in accordance
 with GAAP and should not be considered as an alternative to
 historical financial results presented in accordance with GAAP.

                                 Three Months Ended
              --------------------------------------------------------
                   December 31, 2002            December 31, 2001
              --------------------------   ---------------------------
                        Pro                        Pro 
                       Forma       Pro            Forma        Pro 
              Reported Entries    Forma  Reported Entries     Forma
               ------  ------     ------  -------  ------    --------
 Revenues:
  Billable
   services    $58,149  $ --      $58,149  $41,035  $  --     $41,035
  Advertising
   and
   commerce      7,651    --        7,651    7,012     --       7,012
                ------  ------     ------  -------  ------    --------
    Total
     revenues   65,800    --       65,800   48,047     --      48,047
 Operating
  expenses:
  Cost of
   billable
   services     21,990     (38)(a) 21,952   23,265     (75)(a) 23,190
  Cost of
   free
   services      3,161    --        3,161    8,722     (39)(a)  8,683
  Sales and
   marketing    19,863     (38)(a) 19,825   10,059    (278)(a)  9,781
  Product
   development   5,740    (209)(a)  5,531    7,418    (764)(a)  6,654
  General and
   adminis-
   trative       7,087     (90)(a)  6,997    9,151  (1,797)(a)  7,354
  Restructuring
   charges        --      --          --     2,075  (2,075)(c)    --
  Amortization
   of intangible
   assets        3,798  (3,798)(b)    --     4,685  (4,685)(b)    --
                ------  ------     ------  -------  ------    --------
    Total
     operating
     expenses   61,639  (4,173)    57,466   65,375  (9,713)    55,662
                ------  ------     ------  -------  ------    --------
 Income
  (loss)
  from
  operations     4,161   4,173      8,334  (17,328)  9,713     (7,615)
  Interest
   income, net   1,073    --        1,073    1,585     --       1,585
                ------  ------     ------  -------  ------    --------
 Income (loss)
  before income
  taxes          5,234   4,173      9,407  (15,743)  9,713     (6,030)
   Provision
    for income
    taxes          523      68(d)     591      --      --         --
                ------  ------     ------  -------  ------    --------
 Net income
  (loss)        $4,711  $4,105     $8,816 $(15,743) $9,713    $(6,030)
                ======  ======     ======  =======  ======    ========
 Basic net
  income
  (loss) per
  share         $ 0.12             $ 0.22 $ (0.41)            $ (0.16)
                ======             ======  ======              ======
 Diluted net
  income (loss)
  per share     $ 0.11             $ 0.20 $ (0.41)            $ (0.16)
                ======             ======  ======              ======
 Shares used
  to calculate
  basic income
  (loss) per
  share         40,937             40,937  38,863              38,863
                ======             ======  ======              ======
 Shares used
  to calculate
  diluted income
  (loss) per
  share         44,563             44,563  38,863              38,863
                ======             ======  ======              ======
 Shares
  outstanding
  at end of
  period        41,764             41,764  39,877              39,877
                ======             ======  ======              ======

 (a) Elimination of amortization of stock-based charges of $29 and
     $2,524 and merger-related charges of $346 and $429, in 2002 and
     2001, respectively

 (b) Elimination of amortization of intangible assets

 (c) Elimination of restructuring charges

 (d) Income tax effect of pro forma entries

                         UNITED ONLINE, INC.
                     Supplemental Financial Data
                            (in thousands)


                                         Three Months Ended
                                             December 31,
                                       -----------------------
                                         2002           2001
                                       --------       --------
 Reconciliation of Pro Forma
  EBITDA (f):
 Income (loss) from
  Operations                           $  4,161       $(17,328)
 Add (deduct):
  Depreciation, amortization and
   stock-based charges                    6,881         12,204
  Restructuring and merger-
   related charges (e)                      346          2,504
                                       --------       --------
 Pro forma EBITDA                      $ 11,388       $ (2,620)
                                       ========       ========
 Reconciliation of Free Cash
  Flow (g):
 Cash flow from operations             $ 21,322       $ (9,635)
 Add (deduct):
  Cash paid for restructuring and
   merger-related charges (e)              --            1,001
  Capital expenditures                   (2,156)          (265)
                                       --------       --------
 Free cash flow                        $ 19,166       $ (8,899)
                                       ========       ========

 (e) Represents restructuring and merger-related costs incurred in
     connection with the merger of Juno and NetZero and the
     acquisition of certain assets of BlueLight.com. These costs are
     primarily attributable to stay bonuses, contract
     termination fees, write-off of leasehold improvements and
     employee severance payments.

 (f) Pro forma EBITDA represents the net income (loss) before
     interest, taxes, depreciation, amortization, and restructuring
     and merger-related charges. The company believes that pro forma
     EBITDA is a useful measure of operating performance because it
     better reflects the resources generated that could be utilized
     for strategic opportunities. Pro forma EBITDA is not indicative
     of cash provided or used by operations. Pro forma EBITDA is not
     determined in accordance with generally accepted accounting
     principles (GAAP) and should not be considered as an alternative
     to historical financial results presented in accordance with
     GAAP.

 (g) Free cash flow represents cash flow from operations calculated in
     accordance with generally accepted accounting principles (GAAP)
     after adding back cash paid for restructuring and merger-related
     costs and deducting capital expenditures. The company believes
     that free cash flow is a useful measure of operating performance
     because it better reflects the resources generated that could be
     utilized for strategic opportunities. Free cash flow is not
     determined in accordance with GAAP and should not be considered
     as an alternative to historical financial results presented in
     accordance with GAAP.


                         UNITED ONLINE, INC.
        Selected Historical Financial Data and Key Metrics (h)
               (in thousands, except per share amounts,
                 number of employees and where noted)

                       Dec. 31, Sep. 30, June 30, March 31,  Dec. 31,
                         2002     2002     2002      2002       2001
                       -------  -------  -------   -------   --------
 Total revenues       $65,800  $58,068   $54,449   $50,911   $ 48,047
 Net income (loss)    $ 4,711  $ 1,525   $(2,679)  $(7,254)  $(15,743)
 Net income (loss)
  per diluted share   $  0.11  $  0.03   $ (0.07)  $ (0.19)  $  (0.41)
 Billable subscribers   2,176    1,848     1,707     1,598      1,460
 Active users
  (in millions)           5.0      4.8       4.8       5.2        5.6
 Number of employees at
  end of period           444      420       420       430        453
 Annualized revenue per
  average number of
  employees           $   609  $   553   $   512   $   461   $    410

 (h) More information on the financial results for these quarters can
     be found in the company's filings with the Securities and
     Exchange Commission.


            

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