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Exhibit 99.1
Final Transcript
Oct 06, 2010 / 08:45PM GMT, NSR Neustar Organizational Announcement Conference Call
CORPORATE PARTICIPANTS
Brandon Pugh
NeuStar, Inc. Senior Director Finance and IR
NeuStar, Inc. Senior Director Finance and IR
Jeff Ganek
NeuStar, Inc. Chairman of the Board and Outgoing CEO
NeuStar, Inc. Chairman of the Board and Outgoing CEO
Lisa Hook
NeuStar, Inc. President and Incoming CEO
NeuStar, Inc. President and Incoming CEO
Paul Lalljie
NeuStar, Inc. Senior Vice President and CFO
NeuStar, Inc. Senior Vice President and CFO
CONFERENCE CALL PARTICIPANTS
Daniel Meron
RBC Capital Markets Analyst
RBC Capital Markets Analyst
Sterling Auty
JPMorgan Chase & Co. Analyst
JPMorgan Chase & Co. Analyst
Shaul Eyal
Oppenheimer & Co. Analyst
Oppenheimer & Co. Analyst
Scott Sutherland
Wedbush Morgan Securities, Inc. Analyst
Wedbush Morgan Securities, Inc. Analyst
Tom Kucera
Avondale Partners Analyst
Avondale Partners Analyst
PRESENTATION
Operator
Ladies and gentlemen, thank you for standing by. Welcome to the Neustar investor conference
call. The Companys release made earlier today is available from its website at www.NeuStar.biz.
During the presentation, all participants will be in a listen-only mode. Afterwards, securities
analysts and institutional portfolio managers will be invited to participate in a
question-and-answer session. (Operator Instructions). As a reminder, this call is being recorded
Wednesday, October 6, 2010. A replay of the call will be accessible until midnight October 13 by
dialing 877-870-5176 and entering conference ID 574-5972. International callers should dial
858-384-5517. An archive of this call will also be available on the Neustar website at
www.NeuStar.biz.
I would now like to turn the conference over to Brandon Pugh, Senior Director of Finance and
Investor Relations of Neustar. Please go ahead, sir.
Brandon Pugh NeuStar, Inc. Senior Director Finance and IR
Thank you and good afternoon, everyone. Welcome to our impromptu conference call today.
Joining us today from Neustar are Jeff Ganek, Chairman and outgoing Chief Executive Officer; Lisa
Hook, incoming Chief Executive Officer; and Paul Lalljie, our Chief Financial Officer.
On todays call, we will begin with comments from Jeff and Lisa, and then proceed to questions from
qualified investors and research analysts. Earlier today, Neustar released comments on our
expectations for the third quarter, for which Paul is available to answer questions.
Before we begin, Id like to remind everyone that some of the information discussed on this call,
including our projections regarding revenue, EBITDA, and EBITDA margin for the coming year, contain
forward-looking statements. These statements involve risks and uncertainties that may cause actual
results to differ materially from those set forth in the statements, and we cannot assure you that
our expectations will be achieved or that any deviations will not be material.
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Oct 06, 2010 / 08:45PM GMT, NSR Neustar Organizational Announcement Conference Call
Additional information concerning these risks and uncertainties can be found in the Companys
quarterly report on Form 10-Q for the quarter ended June 30, 2010, and other subsequent and current
periodic reports filed with the U.S. Securities and Exchange Commission. Neustar assumes no
obligation to update any forward-looking statements.
As you listen to todays call, we may discuss certain non-GAAP financial measures. We encourage you
to have our press release in front of you, which can be found on our investor relations website,
and includes our financial results, metrics, commentary for the quarter, and the reconciliation of
certain non-GAAP measures with the most directly comparable GAAP measures.
With that, I am pleased to introduce Neustars Chairman, Jeff Ganek. Jeff?
Jeff Ganek NeuStar, Inc. Chairman of the Board and Outgoing CEO
Good afternoon. I appreciate each of you taking the time today to participate in this call
about an important transition in the Company.
I believe that, by now, each of you has seen the announcement made by Neustar this afternoon.
Speaking on behalf of Neustars Board of Directors, it is my pleasure to announce that Lisa Hook
has been elected as Neustars President and Chief Executive Officer effective Friday, October 15. I
will continue in my role as Chairman of the Board.
The genesis of this change occurred three years ago when the Board and I set in motion an executive
succession plan. We have been rewarded for our foresight. In her role as President and COO of
Neustar, Lisa has played an integral role in the development of our strategy. She helped recruit
our management team, she built relationships with our customers, and she led the Company to
productive, positive results.
Those demonstrated capabilities and accomplishments make Lisa an ideal choice. In addition, its my
long-held belief that battle-tested internal candidates for the position of CEO succeed far more
often than do outside candidates.
The Company is performing well today. But we should remember that when Lisa arrived in early 2008,
the economy was beginning a terrible recession. Despite turmoils in the markets, Neustar has
performed well. I credit the team at Neustar, of which Lisa has been a leader.
Operationally, Lisa effectively managed Neustars expenses, helped to reorganize our business, and
oversaw expansion into new markets. The record demonstrates her leadership and the strength of her
insights about the future of technology.
One example of this expansion is Neustars selection by the Digital Entertainment Consortium
Ecosystem to build and operate the digital content locker for the Hollywood movie studios and their
distribution partners. Called UltraVioletTM, it enables consumers to get access to
entertainment content they own on the device of their choosing.
Too often, transitions like this occur at a time of crisis or misstep that has put the company
under pressure to act. The opposite is the case here. Lisas election as CEO comes at a time when
Neustar is in strong shape. She is someone who has more than proved to the Board and to me that she
has all the right qualities of leadership.
For more than a decade, I personally have participated in the founding and growth of Neustar. Weve
grown by serving market needs that exist because new emerging technologies require a trusted
provider of directory and clearinghouse services. Because of what we have built, calls and Internet
communications can originate on one network and terminate on another. We have delivered innovation,
reliability, and market leadership. Customer satisfaction is unmatched, and as a result, our
business is strong.
This business is the foundation for continued growth in the future as the technology trends we
serve spread pervasively. Lisa and Neustar face rich opportunities. You will all come to
appreciate, as I do, Lisas energy, insight, and determination. Im confident of the future success
of Lisa and Neustar.
So, Lisa, congratulations. And with that, Id like to ask Lisa to say a few words, after which
well take a few questions.
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Oct 06, 2010 / 08:45PM GMT, NSR Neustar Organizational Announcement Conference Call
Lisa Hook NeuStar, Inc. President and Incoming CEO
Jeff, thank you so much. Thank you for the vote of confidence in trusting me to succeed you,
and on a personal level, thank you for being such a great mentor, friend, and colleague.
Honestly, this is really Jeffs moment to be recognized as an extraordinary CEO, as an industry
luminary and as a visionary. Under Jeffs stewardship and vision, Neustar evolved from a single
solution company to a multifaceted organization that serves as the worlds leading addressing and
policy management company across the telephony, Internet, and content industries.
Let me step back and put this into a little perspective. Jeff has grown this Company from a couple
of guys in a back room to a well-run $500 million-plus revenue company. This, as you know, is an
incredibly rare accomplishment.
Over time, I will be pleased to address Neustars future and to outline our plans. But for now, I
simply would like to say that Im honored to have been given this opportunity by the Board of
Directors. Im incredibly grateful to Jeff and thankful that I get to work with him as Chairman.
And that as hard as it will be to fill his shoes well, forget that, we have completely
different-sized feet -as daunting as it is to follow Jeff, Im thrilled by the opportunity and I
cant wait to begin.
So, lets take some questions.
Brandon Pugh NeuStar, Inc. Senior Director Finance and IR
Thank you, Lisa, and thank you, Jeff. We are prepared to take questions, and I should remind
you that for those who have questions about the third-quarter expectations released this afternoon,
we also have Paul Lalljie on this call.
QUESTION AND ANSWER
Operator
(Operator Instructions). Daniel Meron, RBC Capital Markets.
Daniel Meron RBC Capital Markets Analyst
Thank you. You know, Lisa and Jeff, congratulations to you both. I would think that this is
going to be a fairly smooth transition, but are there any areas that you guys need to shift between
you guys in the next couple of weeks until this [precis] goes into effect or you pretty much run
through most of the Company operations over the last three years?
Jeff Ganek NeuStar, Inc. Chairman of the Board and Outgoing CEO
Lisa and I have been working as a close collaborative team for the last three years. She knows
everything I do. She has been responsible for all operations.
As of October 15, Lisa will take over full executive responsibilities for the leadership of the
Corporation. I will be Chairman of the Board and have responsibilities limited to that scope. There
is no gray areas or uncertainty. Lisa will be the Chief Executive Officer.
Lisa Hook NeuStar, Inc. President and Incoming CEO
(Multiple speakers) If I could just add, as Jeff said, we have become incredible partners, and
so, with the miracle of number portability, I know I can reach him at the other end of the phone at
any time and continue to rely on his great judgment.
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Oct 06, 2010 / 08:45PM GMT, NSR Neustar Organizational Announcement Conference Call
Daniel Meron RBC Capital Markets Analyst
Okay, great, and just as a follow on, would it be fair to assume that there will be no other
operational changes in the Company through the transition as you guys worked as a team for the last
three years?
Jeff Ganek NeuStar, Inc. Chairman of the Board and Outgoing CEO
There are no other significant executive, organizational, or operational changes envisioned.
Again, the announcement today is the result of an orderly, well considered succession plan that the
Board and I have been working on diligently for three years.
And this doesnt this move reflects no change in strategy. It reflects no change in operational
tactics. It reflects no change in our operating environment. This is a natural succession of CEO.
This is the right time to do it. And its the right time to do it because the Company is in such
great shape. Theres no need for immediate changes beyond this.
Daniel Meron RBC Capital Markets Analyst
Great, thank you, Jeff. Good luck to both of you. Good seems like a good [succession] plan.
Thank you.
Operator
Sterling Auty, JP Morgan Chase & Co..
Sterling Auty JPMorgan Chase & Co. Analyst
Thanks. First, let me start with Jeff. Congratulations on your tenure as CEO. From the
founding through to today, youve done a great job. Lisa, congratulations on your new position
appointment.
Two items. First, a question for Lisa. As you come out of your strategy planning session, as you
take the reins of CEO, is there any kind of main project that you feel that you want to put your
stamp on as CEO right off the bat?
Lisa Hook NeuStar, Inc. President and Incoming CEO
As Jeff said, I think you are looking here at truly a peace-time transition. So Im looking
forward to a continuation of this strategy that weve got in place, continued focus on revenue
growth and profit expansion.
We have a phenomenal team. Were going to continue to focus in a laser like way on nurturing the
early innovations that we have. And all of that, of course, boils down to a continued focus on
building shareholder value.
Sterling Auty JPMorgan Chase & Co. Analyst
The follow-up question would be for Paul Lalljie. As you look at the results you put in the
press release, the EBITDA number, is that an adjusted EBITDA? Meaning, did you back out the
stock-based comp or is that just the GAAP number thats there, and the reiteration of the
full-year, what are you kind of implying here about your feelings around the business outlook into
the fourth quarter?
Paul Lalljie NeuStar, Inc. Senior Vice President and CFO
Starting with the EBITDA number, the EBITDA range is 43% to 44% for the third quarter, and
that is an EBITDA number that is derived from all GAAP numbers, but differently, it includes
stock-based compensation.
As you know, historically on a quarterly basis, stock-based comp is roughly around $5 million a
given quarter. So that number has $5 million of stock-based comp or thereabouts included.
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Oct 06, 2010 / 08:45PM GMT, NSR Neustar Organizational Announcement Conference Call
On a full-year basis, our full-year guidance is informed by actuals. As you know, weve just
gotten through the quarter. We are still closing the books. We are still booking final entries. So
were not sure as yet where the quarter is going to come out with a level of specificity that can
allow us to update the guidance for the full year.
On our October call, specifically what were going to do with the revenue range, were going to
narrow that range to something smaller. Were going to narrow that range and target the upper end
of that range, as weve said previously, and that would mean a fourth quarter that is much higher
than the third, second, and first quarter. But if we look back at fourth quarter of 2009 as an
indicator or a benchmark, you can see that the fourth quarter 2009 was $17 million higher than the
third quarter.
Im not suggesting that this fourth quarter will be that much higher, but we have things in the
fourth quarter that represent sales activities, Q1, Q2, Q3. Particularly in our Ultra Services
business, a dollar sold in the first month of the year becomes a real matter of revenue in the
fourth quarter, and if you take the dollars sold Q1, Q2, Q3, Q4 is automatically higher. That is
one aspect of it.
Secondly, there is the revenues that we derive from one-time activities, such as statements of
work. Last year, we had about $4 million of statement of work in the fourth quarter only.
And then, the third activity is partnerships that we have that cause deferred revenue or revenues
that began in the third quarter, youll have a full quarter in the fourth quarter of that type of
revenue plus some deferred revenue that comes with those activities.
So essentially, Ive given you a lot, but its basically puts and takes that says the fourth
quarter should be much higher than the third and second quarters, and the EBITDA margin includes
stock-based compensation for the estimate in the third quarter.
Sterling Auty JPMorgan Chase & Co. Analyst
Great, thank you, guys. Congratulations again, Lisa.
Operator
Shaul Eyal, Oppenheimer & Co.
Shaul Eyal Oppenheimer & Co. Analyst
Good afternoon, guys. Congratulations of mine as well to both of you, Lisa and Jeff.
Paul, maybe just one little question about this kind of slight provision. Is it coming from the
number portability from the NPAC activities or from kind of the rest of the business, the 30%, 35%
remaining business, or basically a little bit of each?
Paul Lalljie NeuStar, Inc. Senior Vice President and CFO
Shaul, can you repeat the first part of your question, please?
Shaul Eyal Oppenheimer & Co. Analyst
I was just asking if kind of the little the slight adjustment that you say to revenues, is
that being derived by the NPAC activities or by the non-number portability activities?
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Oct 06, 2010 / 08:45PM GMT, NSR Neustar Organizational Announcement Conference Call
Paul Lalljie NeuStar, Inc. Senior Vice President and CFO
So, no, Im not sure I understand what you mean by adjustments to revenue. The range that
weve given for the third quarter is $129 million to $130 million.
That has the predictable recurring base of the NPAC revenue. Thats about 81 and a quarter. $81.25
million of revenue. That is simply a straight line of the annualized number of 322 divided by four.
The non-NPAC portions of the business, which is the Ultra Services, the statement of work, the
business and analytics in Ultra Services partnership is part of external DNS. Those are all parts
of the business that has variability to it. Those will you will see that variability especially
in the fourth quarter. To the upside.
Operator
(Operator Instructions). Scott Sutherland, Wedbush Morgan Securities, Inc..
Scott Sutherland Wedbush Morgan Securities, Inc. Analyst
Good afternoon and congratulations to both Jeff and Lisa. A couple of questions. First of all,
Jeff, whats your active participation as the Chairman? You know, youve had a long experience with
the NPAC and working with the SEC and other entities in relation to the NPAC, how can Neustar
continue to leverage that experience that you have in the future as Chairman?
Jeff Ganek NeuStar, Inc. Chairman of the Board and Outgoing CEO
Its a good question, and Im committed to the future prosperity, growth, and profitability of
Neustar. I am further committed to Lisas success, and Lisa has been driving, running, leading the
operations of the business for the last three years.
She is leading the very, very competent team we have focused on our campaign to extend the term of
our franchise for the NPAC. They have a powerful strategy. They have a long list of very potent
programs that are in place that are being worked. As Ive looked over her shoulder and seen the
campaign Lisa is driving, they are doing 120% of all the right things. I think she will continue to
do that.
And I, first of all, enjoy watching people who are so good at what they do. And to the extent that
Lisa wants my counsel or advice, I stand ready to make all the time and energy available to support
her and her team.
Scott Sutherland Wedbush Morgan Securities, Inc. Analyst
Okay, and a quick question for Paul. Do you have an idea what the statement of work revenue
was in Q3? And thank you.
Paul Lalljie NeuStar, Inc. Senior Vice President and CFO
In Q3, I dont have the final numbers there yet, but it should be a very small number,
sub-million dollars.
Operator
Tom Kucera, Avondale Partners.
Tom Kucera Avondale Partners Analyst
This is Tom Kucera for John Bright. Congrats to you guys, and just one quick question first.
Was there really an immediate catalyst as to why today making this announcement and making this
change?
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Oct 06, 2010 / 08:45PM GMT, NSR Neustar Organizational Announcement Conference Call
Jeff Ganek NeuStar, Inc. Chairman of the Board and Outgoing CEO
Sure. Here is the catalyst. The business is in great shape. And the best time to manage a
succession is when your financials are strong; when your operations are performing very, very well;
when your management team is intact, development and control of the business; and when youve got
before you great opportunities that we can go out with competitive advantages that are unmatched in
the marketplace.
As I said before, Ive been doing this for a long time, 13 years. And, you know, every organization
needs change. I began working with the Board on succession three years ago. We hired Lisa. Clearly,
explicitly saying that at the time, Lisa is a strong candidate, among others, to succeed me as the
CEO.
And after just short of three years in place, running the operations of the business, learning our
customers, learning our technology, our operations, our business model, our culture, and our
management team, the Board and I are highly confident that Lisa is the leader to take Neustar to
the next level. And the right time to make the switch is when there are no problems. There are no
problems, so Lisa, welcome to the corner office.
Lisa Hook NeuStar, Inc. President and Incoming CEO
Thank you.
Tom Kucera Avondale Partners Analyst
Makes sense. One quick question for Paul. Is there any visibility in terms of you have that
additional $15 million discount that we built into the NPAC contract. It sounds like youre
assuming youre still assuming there will still be the full $15 million discount for 2010.
Paul Lalljie NeuStar, Inc. Senior Vice President and CFO
Yes. So, we are assuming that all of the credits will be earned by our customers in this
fiscal year. That is the $7.5 million for adding IP attributes and $7.5 million for adding
telephone numbers.
Last year, the $7.5 million for adding telephone numbers was not earned, and we are hoping that
that will be earned this year, which means we will give our customers all of the $15 million of
credit.
Tom Kucera Avondale Partners Analyst
And any comment on your confidence there, compared to where it stood last year? That the full
discount will be recognized?
Paul Lalljie NeuStar, Inc. Senior Vice President and CFO
We still work with our customers. We have disclosed previously that there were some things we
were working on to make sure we can get there. We have done those things, so its now a matter of
timing. Timing that is based on our customers priorities, what theyre working on, and we are
hoping that they will get there.
Operator
Ladies and gentlemen, that does conclude the question-and-answer session today and our
conference. We thank you for your participation.
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Final Transcript
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