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Internet Capital Group Announces Fourth Quarter and Year-End Financial Results for 2003
Thursday February 19, 8:01 am ET
Company Materially Reduces Outstanding Debt

WAYNE, Pa., Feb. 19 /PRNewswire-FirstCall/ -- Internet Capital Group, Inc. (Nasdaq: ICGE - News) today reported its results for the fourth quarter and fiscal year ended December 31, 2003.

"The past year was pivotal for ICG in terms of progress made against our primary goals of improving our financial position and driving partner company progress," said Walter Buckley, ICG`s chairman and CEO. "Considering our current liquidity position and refinancing opportunities, we are confident that we will satisfy our convertible debt obligations at or prior to maturity. This will enable us to fully focus our resources on building our key partner companies, which we believe will result in long-term stockholder value."

Retirement of Convertible Notes & Liquidity

As of February 18, 2004, cash on an ICG corporate basis totaled $48.6 million and the market value of ICG`s holdings in its four public partner companies was approximately $39 million, while the outstanding balance of the Company`s 5.5% convertible notes was $51.9 million. Common shares outstanding total 718.1 million as of February 18, 2004.

ICG Financial Results

ICG`s financial results have been adjusted for all prior periods to reflect the fourth quarter disposition of the assets of One Coast Network ("OCN").

ICG reported consolidated GAAP revenue of $16.5 million and a net loss of $(56.4) million, or $(0.15) per share, for the fourth quarter of 2003. This compares to consolidated GAAP revenue of $24.0 million and a net loss of $(40.3) million, or $(0.15) per share, for the comparable 2002 period. The decrease in revenue is due to lower software and services revenue and the deconsolidation of two partner companies.

ICG reported consolidated GAAP revenue of $70.0 million and a net loss for the full year 2003 of $(135.9) million compared to consolidated GAAP revenue of $79.5 million and a net loss of $(102.2) million for the corresponding 2002 period.

Results for the fourth quarter of 2003 include $43 million of unusual charges, which primarily relate to the accounting for the debt-for-equity exchanges and impairment charges, compared to $14 million reported for the corresponding 2002 period. For the full year 2003 period, unusual charges increased ICG`s net loss by $67 million, while in 2002, the Company benefited from net gains of $69 million. A schedule of these unusual charges is included as an attachment to this release.

"Excluding the effects of the debt-for-equity exchanges and other unusual items, our losses continue to narrow," commented Anthony Dolanski, chief financial officer of ICG.

Private Core Company Results

In an effort to illustrate macro trends within its private Core companies, ICG provides an aggregation of revenue and net loss figures reflecting 100% of the revenue and Aggregate EBITDA for these companies. The Company has consistently defined Aggregate EBITDA for these purposes as earnings/(losses) before interest, tax, depreciation, amortization and excluding stock-based compensation, restructuring charges and impairments ("Aggregate EBITDA"). ICG does not own its Core companies in their entirety and, therefore, this information should be considered in this context. Aggregate revenue and Aggregate EBITDA, in this context, represent certain of the financial measures used by the Company`s management to evaluate the performance for Core companies. The Company`s management believes these non-GAAP financial measures provide useful information to investors, potential investors, securities analysts and others so each group can evaluate private Core companies` current and future prospects in a similar manner as the Company`s management. A reconciliation to the most comparable GAAP measure is included as an attachment to this release. OCN has been excluded from these results.

ICG`s private Core companies reported positive Aggregate EBITDA of $8.6 million for the quarter as compared with a $2.9 million positive Aggregate EBITDA in the third quarter of 2003 and a $(0.8) million Aggregate EBITDA loss in the fourth quarter of 2002.

Aggregate revenue for ICG`s private Core companies was $95 million for the quarter, or a 6% increase over aggregate revenue of $90 million during the third quarter of 2003, and a 10% increase over the fourth quarter of 2002 revenue of $86 million.

For the quarter, ICG`s private Core companies also reported an aggregate $(7.7) million net loss as compared with a $(14.3) million net loss in the third quarter of 2003 and a $(18.9) million net loss in the fourth quarter of 2002.

Looking ahead, ICG expects that private Core company overall results for the full year 2004, including both revenues and earnings, will be an improvement over those of 2003. Historically, first quarter results are lower than the previous fourth quarter results.

ICG will host a webcast at 10:00 am ET today to discuss results. As part of the live webcast for this call, ICG will post a slide presentation to accompany the prepared remarks. To access the webcast, go to http://www.internetcapital.com/investors/presentations" target="_blank" rel="nofollow ugc noopener">http://www.internetcapital.com/investors/presentations and click on the link for the fourth quarter conference call webcast. Please log on to the website approximately ten minutes prior to the call to register and download and install any necessary audio software. The conference call is also accessible through listen-only mode at 877-211-0292. The international dial in number is 706-679-0702. The pass code to the call is "Fourth Quarter Earnings."

For those unable to participate in the conference call, a replay will be available beginning February 19, 2004 at 11:00 am until February 26, 2004 at 11:59 pm. To access the replay dial 800-642-1687 (domestic) or 706-645-9291(international). The access code is 5321016. The replay and slide presentation can also be accessed on the Internet Capital Group web site at http://www.internetcapital.com/investors/presentations" target="_blank" rel="nofollow ugc noopener">http://www.internetcapital.com/investors/presentations.

About Internet Capital Group

Internet Capital Group, Inc. (http://www.internetcapital.com) is an information technology company actively engaged in delivering software solutions and services designed to enhance business operations by increasing efficiency, reducing costs and improving sales results. ICG operates through a network of partner companies that deliver these solutions to customers. To help drive partner company progress, ICG provides operational assistance, capital support, industry expertise, access to operational best practices, and a strategic network of business relationships. Internet Capital Group is headquartered in Wayne, Pa.

Safe Harbor Statement under Private Securities Litigation Reform Act of 1995

The statements contained in this press release that are not historical facts are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future performance of our partner companies, acquisitions or dispositions of interests in additional partner companies, debt obligations, additional financing requirements, the effect of economic conditions generally and in the e-commerce and information technology markets specifically, and uncertainties detailed in the Company`s filings with the Securities and Exchange Commission. These and other factors may cause actual results to differ materially from those projected.

Internet Capital Group, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)

Three Months Ended Twelve Months Ended
December 31, December 31,
2003 2002 2003 2002

Revenue $16,510 $23,986 $70,020 $79,490

Operating Expenses
Cost of revenue 8,701 13,256 40,936 51,977
Selling, general and
administrative 8,436 22,188 46,626 76,372
Research and development 3,010 5,133 14,840 24,100
Amortization of intangibles 3,545 2,406 7,955 10,115
Impairment related and other 1,397 456 (1,736) 11,276
Total operating expenses 25,089 43,439 108,621 173,840
(8,579) (19,453) (38,601) (94,350)
Other income (loss), net (33,408) (3,997) (58,659) 92,632
Interest income 261 561 1,332 4,098
Interest expense (3,271) (4,521) (16,564) (23,398)
Loss before minority interest
and equity loss (44,997) (27,410) (112,492) (21,018)

Income Taxes - (179) - (179)
Minority interest (119) 979 2,326 15,438
Equity loss (1,719) (18,683) (14,490) (81,114)
Loss from continuing operations (46,835) (45,293) (124,656) (86,873)
Income (loss) on discontinued
operations (9,586) 5,032 (11,228) (15,346)
Net loss $(56,421) $(40,261) $(135,884) $(102,219)

Basic and diluted loss per share:
Loss from continuing operations $(0.12) $(0.17) $(0.41) $(0.32)
Discontinued operations (0.03) 0.02 (0.04) (0.06)
$(0.15) $(0.15) $(0.45) $(0.38)

Shares used in computation of
basic and diluted loss per
share 381,840 269,032 302,852 267,998


Internet Capital Group, Inc.
Condensed Consolidated Balance Sheets
(In thousands)

December 31, December 31,
2003 2002
ASSETS
Cash, cash equivalents and
short-term investments $79,409 $135,694
Other current assets 31,837 37,249
Total current assets 111,246 172,943
Assets of discontinued operations 278 27,118
Fixed assets, net 2,368 8,962
Ownership interests in and
advances to Partner Companies 53,415 71,732
Goodwill 45,196 49,487
Intangibles, net 7,371 14,752
Available-for-sale securities 6,714 10,228
Other assets 4,575 11,024
Total Assets $231,163 $366,246

LIABILITIES AND STOCKHOLDERS` DEFICIT
Current maturities of convertible
subordinated notes $173,919* $-
Other current liabilities 63,186 91,500
Total current liabilities 237,105 91,500
Liabilities of discontinued operations 278 17,698
Minority interest and other liabilities 13,060 25,580
Convertible subordinated notes - 283,114
Total Liabilities 250,443 417,892
Stockholders` deficit (19,280) (51,646)
Total Liabilities and Stockholders` Deficit $231,163 $366,246

* At February 18, 2004, balance is $51.9 million


Internet Capital Group, Inc.
Reconciliation of Non-GAAP financial measures to GAAP Consolidated Results
($ in millions)

1Q 02 2Q 02 3Q 02 4Q 02 1Q 03 2Q 03 3Q 03 4Q 03
Revenue
Aggregate Private Core
Company Revenue(a) $73 $79 $81 $86 $81 $86 $90 $95
Non-consolidated
Partner Companies (55) (61) (61) (62) (62) (68) (74) (78)
Consolidated Revenue $18 $18 $20 $24 $19 $18 $16 $17

Loss
Aggregate Private Core
Company EBITDA(a) (b) $(20) $(15) $(6) $(1) $(7) $(3) $3 $9
Interest, Taxes,
Depreciation,
Amortization,
Stock Based
Compensation and
non-recurring items (44) (19) (11) (18) (11) (11) (17) (17)
Aggregate Private Core
Company Net Loss $(64) $(34) $(17) $(19) $(18) $(14) $(14) $(8)
Amount attributable
to other shareholders (48) (17) (5) (13) (7) (7) (10) (2)
ICG`s share of Net Loss
of Private Core Companies $(16) $(17) $(12) $(6) $(11) $(7) $(4) $(6)
ICG`s share of Net Loss
of Public Core Companies (3) (19) - (1) (2) (2) (1) -
ICG`s share of Net Loss
of Emerging and Disposed
Companies (14) (3) (4) 3 (1) - - -
Losses from Discontinued
Operations (8) (7) (6) (5) - (1) (1) -
Corporate Expenses and
Interest Expense, Net (14) (13) (9) (17) (9) (9) (8) (7)
Other Income (Loss),
Impairments and Other (c) (7) 46 44 (14) 5 (7) (22) (43)
Consolidated Net
Income (Loss) $(62) $(13) $13 $(40) $(18) $(26) $(36) $(56)

(a) Total Private Core Company figures are based on the financial
statements prepared by each partner company and, in some cases,
adjustments and estimates by Internet Capital Group. In addition,
these figures are preliminary in nature, are subject to change and may
differ from previously reported figures as a result of, among other
things, changes in the composition of the private core group of
companies, changes to reported figures by each partner company for any
necessary corrections, changes resulting from differing
interpretations of accounting principles upon review by the Securities
and Exchange Commission, or changes in accounting literature.

(b) The Company has consistently defined Aggregate EBITDA for these
purposes as earnings/(losses) before interest, tax, depreciation and
amortization and excluding stock based compensation, restructuring
charges and impairments. EBITDA is a commonly used metric and is
presented here to enhance understanding of our partner company
operating results. EBITDA does not measure financial performance
under GAAP and other companies may present similarly titled measures
that are calculated differently. EBITDA is not an alternative to
operating or net income/(loss), as determined in accordance with GAAP,
as an indicator of performance, nor is it an alternative to cash flow
from operations as determined in accordance with GAAP, as a measure of
liquidity.

(c) Detail of Other
Income (Loss),
Impairments and
Other 1Q 02 2Q 02 3Q 02 4Q 02 1Q 03 2Q 03 3Q 03 4Q 03
Debt for equity
exchange expense $- $- $- $- $- $- $(31)(d) $(35)(d)
Gain from cash debt
repurchases - 63 48 - 6 - - -
Impairments of
Partner Companies - (19) - (24) - (4) - -
Gain (loss) from
discontinued
operations
transactions - - - 10 - - - (9)
Gains (losses) on
Partner Company
dispositions (7) 4 (4) - (1) (1) 2 1
Corporate
restructuring - (2) - - - (2) 7 -
$(7) $46 $44 $(14) $5 $(7) $(22) $(43)

(d) Under Statement of Financial Accounting Standards No. 84, "Induced
Conversion of Convertible Debt", the Company is required to record a
non-cash accounting expense equal to the fair value of shares issued
in excess of the fair value of shares issuable pursuant to the
original conversion terms. Such expense amounted to $30.6 million
and $35.1 million during the three months ended September 30, 2003
and December 31, 2003, respectively, which is offset by an increase
to stockholders` equity. The Company`s first quarter of 2004 results
will include the same type of charge.


INTERNET CAPITAL GROUP, INC.

December 31, 2003

Description of Terms for Consolidated Statements of Operations and
Supplemental Information - Consolidated Statements of Operations

Consolidated Statements of Operations

Effect of Various Accounting Methods on our Results of Operations


The various interests that the Company acquires in its partner companies are accounted for under three methods: consolidation, equity method and cost method. The effect of a partner company`s net results of operations on the Company`s net results of operations is generally the same under either the consolidation method of accounting or the equity method of accounting, because under each of these methods only our share of the earnings or losses of a partner company is reflected in its net results of operations in the Consolidated Statements of Operations. The applicable accounting method is generally determined based on the Company`s voting interest in a partner company.

Consolidation. Partner companies in which the Company directly or indirectly possesses voting control or those where the Company has effective control are generally accounted for under the consolidation method of accounting. Under this method, a partner company`s accounts (revenue, cost of revenue, selling, general and administrative, research and development, impairment related and other, amortization of intangibles, other income (loss) and interest income/expense) are reflected within the Company`s Consolidated Statements of Operations. Participation of other partner company stockholders in the earnings or losses of a consolidated partner company is reflected in the caption "Minority interest" in the Company`s Consolidated Statements of Operations. Minority interest adjusts the Company`s consolidated net results of operations to reflect only its share of the earnings or losses of the consolidated partner company. As of December 31, 2003, the Company accounted for 2 of its partner companies under this method.

Equity Method. Partner companies whose results the Company does not consolidate, but over whom it exercises significant influence, are generally accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to a partner company depends on an evaluation of several factors including, among others, representation on the partner company`s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the partner company, including voting rights associated with the Company`s holdings in common, preferred and other convertible instruments in the partner company. Under the equity method of accounting, a partner company`s accounts are not reflected within the Company`s Consolidated Statements of Operations; however, its share of the earnings or losses of the partner company is reflected in the caption "Equity Loss" in the Consolidated Statements of Operations. As of December 31, 2003, the Company accounted for 14 of its partner companies under this method.

Cost Method. Partner companies not accounted for under either the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company`s share of the earnings or losses of these companies is not included in the Company`s Consolidated Statements of Operations. As of December 31, 2003, the Company accounted for 14 of its partner companies under this method.

Supplemental Information - Consolidated Statements of Operations

ICG`s share of net loss of Core, Emerging and disposed Partner Companies

Represents ICG`s share of the net loss of Core, Emerging and disposed Partner Companies accounted for under the consolidated and equity method of accounting.

Discontinued Operations

During the three months ended December 31, 2003, one of the Company`s consolidated Partner Companies, OneCoast Network, disposed of substantially all of its assets. Accordingly, the operating results of this discontinued operation have been presented separately from continuing operations.

During the three months ended December 31, 2002, two of the Company`s consolidated Partner Companies, Delphion and Logistics, disposed of substantially all of their assets. Accordingly, the operating results of these two discontinued operations have been presented separately from continuing operations.

Corporate Expenses and Interest Expense, net

General and administrative expenses consist of payroll and related expenses for executive, operational, acquisitions, finance and administrative personnel, professional fees and other general corporate expenses for Internet Capital Group. Stock-based compensation is included and primarily consists of non-cash charges related to certain compensation arrangements.

Interest expense relates primarily to the interest expense on the Company`s outstanding 5.5 % convertible notes due December 2004.

Debt for equity exchange expense

During the three months ended December 31, 2003, the Company, in a number of transactions, exchanged $49.3 million of its 5.5 % convertible notes in exchange for 88.4 million shares of common stock. Under Statement of Financial Accounting Standards No. 84, "Induced Conversions of Convertible Debt", the Company is required to record a non-cash accounting expense equal to the fair value of shares issued in excess of the fair value of shares issuable pursuant to the original conversion terms. Such expense is calculated as follows:

Q3 `03 Q4 `03 TOTAL `03
(in millions)
Bonds repurchased $ 47.9 $ 49.3 $ 97.2

Shares issued for debt exchanges 58.7 88.4 147.1
Fair value of shares issued $ 30.9 $ 35.9 $ 66.8
Fair value of shares issuable
-original terms $ (0.2) $ (0.2) $ (0.4)
Accrued interest $ (0.6) $ (1.0) $ (1.6)
Debt issue costs expensed 0.5 0.4 0.9
Net expense recorded $30.6 $35.1 $65.7


Corporate restructuring

This caption also includes cash and non-cash severance and other charges related to the restructuring of Internet Capital Group`s operations to better align our general and administrative expenses with the reduction in the number of Partner Companies. The three months ended September 30, 2003 includes a gain of approximately $7.0 million relating to the reversal of a restructuring reserve accrual settled for less than the original estimate.

Internet Capital Group, Inc.
Schedule of Ownership Interests in Partner Companies
December 31, 2003

PRIVATE CORE PRIMARY OWNERSHIP
Blackboard, Inc. 15%
CommerceQuest, Inc. 80%
CreditTrade Inc. 30%
eCredit.com, Inc. 42%
Freeborders, Inc. 48%
GoIndustry AG 31%
ICG Commerce Holdings, Inc. 75%
Investor Force Holdings, Inc. 38%
iSky, Inc. 25%
LinkShare Corporation 40%
Marketron International, Inc. 40%
StarCite, Inc. 17%
Syncra Systems, Inc. 31%

PRIVATE EMERGING PRIMARY OWNERSHIP
Agribuys, Inc. 27%
Anthem/CIC Ventures Fund LP 9%
Arbinet-thexchange Inc. 3%
Axxis, Inc. (f/k/a FuelSpot.com, Inc.) 9%
Captive Capital Corporation 5%
ClearCommerce Corporation 11%
ComputerJobs.com, Inc. 46%
Co-nect Inc. 36%
Emptoris, Inc. 9%
Entegrity Solutions Corporation 2%
Jamcracker, Inc. 2%
Mobility Technologies, Inc. 3%
Tibersoft Corporation 5%

PUBLIC CORE COMMON SHARES HELD
eMerge Interactive, Inc. (Nasdaq: EMRG - News) 6,944,445
Universal Access Global Holdings
Inc. (Nasdaq: UAXS - News) 1,083,206
Verticalnet, Inc. (Nasdaq: VERT - News) 2,917,794

PUBLIC EMERGING COMMON SHARES HELD
Onvia.com, Inc. (Nasdaq: ONVI - News) 1,559,481
 
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