Move 8-K 2008
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TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
2.02 Results of Operations and Financial Condition.
On February 28, 2008, Move, Inc. issued a press release announcing its
financial results for the fourth quarter ended December 31, 2007. A copy
of that release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
In the second quarter of 2007, the Company modified the terms for
granting its restricted stock unit awards, which created a new
measurement date. The modification was entered into because the 2006
grants required a three-year projection of financial performance in a
highly competitive and rapidly changing market and the Management
Development and Compensation Committee of the Board of Directors wanted
to better reflect the current strategy of the Company while adhering to
the original goals of increased and sustained performance. As a result,
management should have assessed the likelihood of achieving the original
targets and awarding the restricted stock as improbable. As such,
Statement of Financial Accounting Standards No. 123 (revised 2004)
Share-Based Payment (SFAS 123R) required that any previously recognized
expense related to the restricted stock units be reversed and that the
Company remeasure the fair value of the grants and defer any future
compensation expense until it was probable that the awards would
ultimately vest. Instead, the awards continued to be accounted for under
the assumption that 100% would be vested.
As a result of the error regarding the probability of achieving the
original targets in order to award the restricted stock to management,
on February 25, 2008 the Audit Committee of the Board of Directors, upon
the recommendation of management, concluded that the Company’s financial
statements for the three and six months ended June 30, 2007 and the
three and nine months ended September 30, 2007, should no longer be
relied upon and should be restated. In reaching its conclusion, the
Audit Committee discussed the matters required by Item 4.02(a) of Form
8-K with the Company’s registered independent accountants, Ernst & Young
The Company is restating its financial statements for the three and six
months ended June 30, 2007, and the three and nine months ended
September 30, 2007, by amending its 2007 Quarterly Reports on Form
10-Q/A for the periods ended June 30 and September 30, 2007. All
amendments and restatements to the financial statements affected are
non-cash in nature.
The Company issued a press release on February 28, 2008 announcing its
financial results for the fourth quarter ended December 31, 2007, which
discusses the restatement of the second and third quarter financial
statements reported in this Item 4.02(a). The press release is filed as
Exhibit 99.1 to this report and is incorporated by reference into this
9.01 Financial Statements and Exhibits.
99.1 Press Release announcing the Company’s financial
results for the fourth quarter ended December 31, 2007
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.