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Filed by Media Metrix, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed pursuant
to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Jupiter Communications, Inc.
Commission File No. 000-27537
Investor Relations Contact:
Susan Hickey
Media Metrix, Inc.
212-515-8738
[email protected]
MEDIA METRIX REPORTS SECOND QUARTER 2000 FINANCIAL RESULTS
Achieves Profitability in U.S. Audience Measurement Business
Adds New Clients at Record Pace
New York, NY July 20, 2000 - Media Metrix, Inc. (NASDAQ: MMXI), the
leader and pioneer in Internet and Digital Media measurement, today announced
strong revenue performance and client growth metrics for the second quarter
ended June 30, 2000.
Revenues for the second quarter rose to $12.6 million, a 24 percent
increase over revenues of $10.2 million for the first quarter of 2000, and a 196
percent increase over revenues of $4.3 million for the same period in 1999.
Total contract value, defined as the annualized value of all subscription
contracts outstanding at the end of each period, was $49.3 million at the end of
the second quarter, up from $38.6 million at the end of the first quarter.
Net loss applicable to common stockholders, excluding amortization, for
the second quarter was $2.1 million or $0.10 per share, compared to a net loss
of $2.3 million or $0.11 per share for the first quarter of 2000.
Gross margin for the second quarter of 2000 was $7.9 million, or 63
percent, compared to $5.8 million, or 57 percent, for the first quarter of 2000
and $2.1 million, or 50 percent, for the same period in 1999.
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Net loss applicable to common stockholders, including amortization, for
the second quarter was $7.7 million or $0.39 per share, compared to $8.1 million
or $0.41 per share for the first quarter of 2000.
"Media Metrix reached an important milestone this quarter by reaching
profitability in our U.S. audience measurement business, excluding interest
income, amortization and deferred compensation," said Tod Johnson, chairman and
CEO of Media Metrix. "We're applying the same proven business model to our
international operations and are confident in our continued investments to build
a comprehensive, high quality global measurement standard for this global
medium. We are delighted that the strength of our business allows us to make the
necessary investments in our future and, concurrently, exceed our financial
objectives."
Mr. Johnson added: "Our planned merger with Jupiter Communications will
create the definitive source for Internet measurement and analysis as well as
the ultimate platform for long-term growth. The combined company will create the
global leader in Internet Information Services - applying the same proven
business model - and will deliver value to our clients, employees and
shareholders."
Media Metrix reported significant progress in client growth,
international expansion and technology initiatives, including:
- The addition of 149 new clients to end the quarter with 901
clients - the largest quarterly increase to date, and more
than double the number of clients reported at the end of June
1999
- More than 150 clients subscribing to the innovative
AdRelevance advertising measurement service - a 114% increase
versus the end of the first quarter 2000
- More than 225 clients subscribing to Media Metrix'
international services, which now measure and report usage in
Canada, Australia, France, Germany, Japan, Sweden and the U.K.
- The June 1 launch of Media Metrix services in Japan
- Expansion in U.S., European, Canadian and Australian samples,
bringing Media Metrix' high quality, worldwide sample to more
than 100,000 people under measurement
- The launch of MyMetrix.com, delivering Media Metrix data via
an advanced, user-friendly interface
- The implementation of the Media Metrix real-time meter,
providing the most comprehensive, representative measurement of
Internet and Digital Media
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"The pervasive and global nature of the Internet continues to create
strong demand for Media Metrix products and services," said Mary Ann Packo,
president of Media Metrix. "Our commitment to meeting client needs in this
dynamic industry - through the highest quality research methods, innovative
technologies and the most comprehensive Internet and Digital Media measurement
product portfolio - provides the basis for attracting and retaining a diverse
client base from around the world. We were pleased to welcome so many new
clients during the second quarter, including Xerox, Symantec, Toys "R" Us and
Janus, and international clients such as British Telecom Openworld and Carlton
Interactive."
"Our planned merger with Jupiter Communications will position us to
deliver even more value to our clients, and will create an unparalleled product
and service portfolio for attracting new clients around the world," added Ms.
Packo.
ABOUT MEDIA METRIX
Media Metrix, Inc., with more than 900 clients, is the leader and
pioneer in Internet and Digital Media measurement and the industry's source for
the most comprehensive, reliable, and timely audience ratings, e-commerce,
advertising and technology measurement services. Media Metrix' AdRelevance
division, through its superior ad tracking technology, provides clients the most
comprehensive data on where, when, how and how much Web marketers and their
competition are advertising online.
Media Metrix has worldwide majority-owned operations through
partnerships with media and market research leaders around the world. Media
Metrix' European affiliate, known as MMXI Europe, operates in Denmark, France,
Germany, Italy, Spain, Sweden and the United Kingdom. Media Metrix also operates
in Australia, Canada, Japan, Latin America and the United States. The Company
provides advertising agencies, media companies, e-commerce marketers, financial
services and technology companies with the most comprehensive coverage of all
Digital Media (including more than 21,000 Web sites and online properties).
Media Metrix utilizes its patented operating-system metering methodology to
track Internet and Digital Media audience
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usage behavior in real-time - click-by-click, page-by-page, minute-by-minute.
Media Metrix has a sample of more than 100,000 people under measurement
worldwide, yielding monthly, weekly, and daily data collection and reporting.
Please visit us at www.mediametrix.com for more information.
MANAGEMENT CONFERENCE CALL
Media Metrix management will host a conference call today, July 20,
2000, at 5:30 p.m. ET to discuss second quarter results. Please visit
www.mediametrix.com and click on "Investor Relations" to listen to the
conference call via webcast.
FORWARD LOOKING STATEMENTS
Cautionary Note Regarding Forward-Looking Statements under the Private
Securities Litigation Reform Act of 1995: Information in this release that
involves Media Metrix' and, assuming the merger with Jupiter is completed, the
combined company's expectations, beliefs, hopes, plans, intentions or strategies
regarding the future are forward-looking statements that involve risks and
uncertainties. These statements include statements about Media Metrix' and the
combined company's strategies in the marketplace, their market positions and
their relationships with customers. All forward-looking statements included in
this release are based upon information available to Media Metrix as of the date
of the release, and neither Media Metrix nor the combined company assumes any
obligation to update any such forward-looking statement. These statements are
not guarantees of future performance and actual results could differ materially
from each company's current expectations. Factors that could cause or contribute
to such differences include, but are not limited to, the completion of the
merger, and if completed, the successful integration of the two companies. The
risks associated with Media Metrix' business that may affect its operating
results are discussed in Media Metrix' Annual Report on Form 10-K for the year
ended December 31, 1999 filed with the SEC on March 28, 2000 and Media Metrix'
quarterly reports on Form 10-Q filed with the SEC. You are encouraged to read
this information carefully.
Additional Information and Where to Find It: It is expected that Media Metrix
will file a Registration Statement on SEC Form S-4 with the SEC in connection
with the merger, and that Jupiter and Media Metrix will mail a Joint Proxy
Statement/Prospectus to stockholders of Jupiter and Media Metrix containing
information about the merger. Investors and security holders are urged to read
the Registration Statement and the Joint Proxy Statement/Prospectus carefully
when they are available. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about Jupiter, Media
Metrix, the merger, the persons soliciting proxies relating to the merger, their
interests in the merger, and related matters. Investors and security holders
will be able to obtain free copies of these documents, once available, as well
as each company's other SEC filings, through the website maintained by the SEC
at http://www.sec.gov. Free copies of the Joint Proxy Statement/Prospectus, once
available, and Media Metrix' other SEC filings may be obtained from Media Metrix
by directing a request through the Investors Relations portion of Media Metrix'
website at http://www.mediametrix.com or by mail to Media Metrix, Inc., 250 Park
Avenue South, 7th Fl., New York, NY 10003, Attention: Investor Relations,
Telephone: (212) 515-8700.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Media Metrix files annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any
reports, statements or other information filed by Media Metrix at the SEC public
reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of
the SEC's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Media Metrix' filings with the SEC are also available to
the public from commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
Participants in Solicitation: Information concerning the participants in the
solicitation is set forth in a Current Report on Form 8-K filed by Media Metrix
on June 27, 2000.
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MEDIA METRIX, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED, IN THOUSANDS EXCEPT FOR PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 12,618 $ 4,257 $ 22,822 $ 7,435
Costs of revenues 4,716 2,118 9,127 3,838
----- ----- ----- -----
Gross profit 7,902 2,139 13,695 3,597
Operating expenses:
Research and development 3,558 992 6,474 1,673
Sales and marketing 5,400 1,812 9,529 3,147
General and administration 3,690 1,288 6,779 2,337
Amortization of deferred compensation
and other stock-based compensation 41 197 323 305
Amortization of intangibles 5,565 748 11,130 1,497
----- --- ------ -----
Total operating expenses 18,254 5,037 34,235 8,959
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Loss from operations (10,352) (2,898) (20,540) (5,362)
Minority interest 1,154 -- 1,632 --
Interest income, net 1,519 331 3,120 411
----- --- ----- ---
Net loss (7,679) (2,567) (15,788) (4,951)
Preferred stock dividends -- 27 -- 109
------ ----- ------ -----
Net loss applicable to common
stockholders $ (7,679) $ (2,594) $(15,788) $ (5,060)
====== ===== ====== =====
Weighted average shares outstanding 19,836 15,866 19,777 14,583
------ ------ ------ ------
Net loss per share applicable
to common stockholders $ (0.39) $ (0.16) $ (0.80) $ (0.35)
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Net loss applicable to common
stockholders excluding charges
related to amortization
of intangibles and stock-based
compensation $ (2,073) $ (1,649) $ (4,335) $ (3,258)
======== ======== ======== ========
Net loss per share applicable to common
stockholders excluding charges related
to amortization of intangibles
and stock-based compensation $ (0.10) $ (0.10) $ (0.22) $ (0.22)
======== ======== ======== ========
</TABLE>
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MEDIA METRIX, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
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<S> <C> <C>
Current assets:
Cash and short term investments $ 96,695 $112,241
Accounts receivable, net 11,523 5,993
Prepaid expenses and other 857 454
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Total current assets 109,075 118,688
Property and equipment, net 13,445 5,308
Intangibles, net 49,045 52,948
Minority interests -- 1,617
Other assets 1,050 283
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Total assets $172,615 $178,844
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Current liabilities:
Accounts payable and accrued liabilities $ 12,575 $ 10,560
Advance billings 10,308 5,126
Other current liabilities 123 196
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Total current liabilities 23,006 15,882
Minority interests 23 --
Long-term debt 150 173
Total stockholders' equity 149,436 162,789
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Total liabilities and stockholders' equity $172,615 $178,844
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</TABLE>
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