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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K/A
Amendment No. 1
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|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For The Fiscal Year Ended December 31, 1999
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-25681
ILIFE.COM, INC.
(exact name of registrant specified in its charter)
Florida 65-0423422
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11811 U.S. Highway One, Suite 101
North Palm Beach, Florida 33408
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (561) 630-2400
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Securities registered pursuant to Section 12(b) of the Act:
None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the average of the closing bid and ask quotations for the
Common Stock on March 31, 2000 as reported by the Nasdaq National Market, was
approximately $9,822,138. The shares of Common Stock held by each officer and
director and by each person known to the Company who owns 5% or more of the
outstanding Common Stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes. As of March 31, 2000, Registrant
had outstanding 13,548,405 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 2000 Annual Meeting of
Stockholders are incorporated by reference into Parts I and III of this report.
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ITEM 1. BUSINESS
EXCEPT FOR HISTORICAL INFORMATION, THE FOLLOWING DESCRIPTION OF THE COMPANY'S
BUSINESS CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE OUTCOME OF THE EVENTS DESCRIBED IN THESE FORWARD-LOOKING
STATEMENTS IS SUBJECT TO RISKS AND ACTUAL RESULTS COULD DIFFER MATERIALLY. THE
SECTIONS ENTITLED "ITEM 1. BUSINESS - RISK FACTORS THAT COULD IMPACT FUTURE
OPERATING RESULTS", "ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" AS WELL AS THOSE DISCUSSED ELSEWHERE IN
THIS ANNUAL REPORT CONTAIN A DISCUSSION OF SOME OF THE FACTORS THAT COULD
CONTRIBUTE TO THESE DIFFERENCES.
Overview
Based in North Palm Beach, Florida, ilife.com, Inc. (NASDAQ: ILIF) is an
industry leader in creating, producing, broadcasting and syndicating personal
finance information for the consumer through a broad portfolio of Web sites,
print publications and television segments that have a potential to reach an
estimated 36.5 million visitors, viewers and readers, as determined by Media
Metrix, Nielson and Editor & Publisher International Year Book. The Company's
personal finance portal, www.ilife.com, features original content that deals
with financial planning, taxes, insurance, investing and banking. The portal
serves as a gateway to ilife.com's family of Web sites and broadcast segments,
including the award-winning bankrate.com, Pivot.com, theWhiz.com,
IntelligentTaxes.com, Consejero.com, CPNet.com, GreenMagazine.com and the
television version of "Cost of Life". Content from ilife.com is published on
co-branded Internet sites through more than 90 relationships, including
Snap.com/NBC Internet, Inc. (NASDAQ: NBCI), Yahoo! (NASDAQ: YHOO), CNN, America
Online (NYSE: AOL) and Smart Money. The Company's original research is also
distributed through more than 100 national, regional and local print
publications. Ilife.com Web sites have approximately one million unique visitors
per month, according to Media Metrix.
ilife.com, Inc.
Internet Advertising Views and Page Views
(in millions)
Six Months Ending
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6/30/98 12/31/98 6/30/99 12/31/99
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Ad Views (1) 29 75 128 160
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Page Views (2) 14 26 40 49
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Source of Data: ilife.com, Inc. server reports
(1) Ad Views - served from the Company's ad servers. Includes ads served in
the CPNet.com college advertising network in which we serve into
externally hosted college newspaper web pages.
(2) Page Views - does not include externally hosted pages served in the
CPNet.com college network (non-Company produced content pages).
Prior to 1996, and dating back to 1976, our principal business was the
publication of print newsletters, the syndication of unbiased editorial bank and
credit product research to newspapers and magazines, and advertising sales of
the Consumer Mortgage Guide. We currently syndicate editorial research to 85
newspapers that have combined single day circulation in excess of 27 million
copies and three national magazines with combined monthly circulation in excess
of 2.5 million copies. The Consumer Mortgage Guide is a weekly newspaper
advertising table consisting of product and rate information from local mortgage
companies and financial institutions. The Consumer Mortgage Guide appears weekly
in approximately 12 U.S. metropolitan newspapers with combined single day
circulation in excess of 3.5 million copies. Together,
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these bankrate.com branded print activities have the potential of reaching 33
million readers, according to Editor & Publisher International 1998 Year Book.
In 1996, we started our online operations by displaying our editorially
unbiased research through our Web site, bankrate.com. By offering our
information online, we created new revenue opportunities through the sale of
graphical and hyperlink advertising associated with our rate and yield tables.
In fiscal 1997, we implemented a strategy to concentrate on building our online
operations. Since that time, we have significantly expanded the scope and depth
of bankrate.com and made investments in seven new online Internet Web sites:
theWhiz.com, Consejero.com, CPNet.com, GreenMagazine.com, IntelligentTaxes.com,
Pivot.com and our personal finance portal, ilife.com. Additionally, we formed a
Broadcast group to syndicate ilife.com branded television segments that
reach an estimated 2.5 million viewers per week, according to Nielson the
November 1999 ratings.
We believe that the recognition of our research as a leading source of
independent, objective information on banking and credit products is essential
to our success. As a result, we have sought to maximize distribution of our
research to gain brand recognition as a research authority. We are seeking to
build greater brand awareness of all of our Web sites and to reach a greater
number of online users.
We publish our editorial and research data online through our principal Web
site, bankrate.com, and through distribution (or syndication) arrangements with
more than 90 third party Web sites. Information is available covering over 100
financial products within 126 geographic markets. The information includes data
regarding mortgage and home equity loans, credit cards, automobile loans,
checking accounts, ATM fees, and yields on savings instruments. Our unique
information, which is compiled by 45 researchers, is accompanied by extensive
editorial content designed to assist consumers with their decision-making
process. Due to the average per capita income, level of education and
professional status of bankrate.com's visitors, we believe this audience
represents a desirable group of target customers for our advertisers.
We have used the resources of bankrate.com to create new online publications
which provide personal finance information to additional targeted audiences.
These publications include: theWhiz.com, which targets the financial novice;
Consejero.com, which targets the Spanish-speaking audience; CPNet.com, which
targets the college market; GreenMagazine.com for the novice investor;
IntelligentTaxes.com for those interested in personal income tax issues; and
Pivot.com, which sells insurance and annuity products. Our goal is to develop a
broad base of loyal users of our family of Web sites.
Effective November 12, 1999, we changed our name from "Intelligent Life
Corporation" to "ilife.com, Inc." to more accurately reflect the Company's major
revenue generating activities, which are derived from the Internet.
Our Opportunity
Many financial services customers are relatively uninformed with respect to
financial products and services and often rely upon personal relationships when
choosing such products and services. Many of these products and services are not
well explained and viable, equivalent alternatives typically are not presented
when marketed to consumers through traditional media. As the sale of many of
these products and services moves to the Internet, where there is little
personal contact, we believe that consumers will seek sources of independent
objective information such as bankrate.com to facilitate and support their
buying decisions. Because of the interactive nature of the Internet, where Web
technology allows us to display extensive research on financial products and
services that was previously unavailable to consumers, we believe we are able to
provide a superior vehicle to educate consumers in the selection and purchase
process.
We believe the majority of financial information available on the Web is
oriented toward investment advice and providing business news and financial
market information, rather than personal and consumer
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finance data. Our publications are targeted to fulfill the market need for
personal and consumer finance information.
By expanding our comparative data regarding financial products and related
editorial content, we are creating a unique Web-based service designed to enable
our audience to keep abreast of personal finance trends and to better manage
their financial affairs. As a result, we believe we can assemble a loyal base of
users comprised of targeted audiences that are attractive to advertisers.
We believe that advertising spending by financial producers and services
components is growing relatively rapidly as compared to advertising spending in
other categories. According to Advertising Age, advertising spending by
financial products and services companies grew at an annual rate of 15.1% from
1997 to 1998.
We believe ilife.com, Inc. will benefit significantly from the anticipated
growth in Internet usage and spending on Internet advertising, direct marketing
and electronic comments. The following table highlights anticipated growth in
these areas.
Internet Growth In the United States
(in millions)
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1998 2000 2003
Estimate Estimate
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Number of Internet users 83.4 115.6 157.0
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Spending by advertisers $2,100 $4,700 $11,500
online
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E-commerce spending $7,800 $23,100 $78,000
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Source: Jupiter Communications, LLC
Strategy
Our objective is to create a series of online publications that are trusted
sources of editorial content and e-commerce for consumers in the area of
personal finance. Elements of our strategy include:
. Increase awareness of our publications. We intend to promote our online
publications and move toward more uniformed branding for the family of
ilife.com Web sites while significantly reducing the level of marketing
expenses in 2000. Developing greater awareness of our brand names should
increase traffic and increase the value of our Web sites to potential
advertisers and Web sites with which we may enter into distribution
arrangements. During the last two quarters of fiscal 1999, we significantly
increased our marketing efforts in order to create brand awareness of our Web
sites.
. Expanding existing online publications. We plan to expand and improve our
existing online publications by including additional editorial and research
content. Recent additions to bankrate.com include information regarding 30
year jumbo mortgages, VA mortgages, money market accounts, credit unions, and
bank ratings. The IntelligentTaxes.com Web site has been added to provide
personal income tax advice and planning and GreenMagazine.com was purchased
to provide investment editorial content.
. Continue to develop new distribution relationships. We intend to pursue new
and expand existing distribution relationships in order to increase site
traffic and raise the profile of our brand names.
. Provide high value added selections to advertisers. Delivering audiences to
our advertisers on a targeted demographic basis, segmented by geographic
region and product of interest, provides high value added marketing solutions
to advertisers. With expanded breadth and depth of our online publications
which
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added to our advertising inventory, we believe we have expanded the scope
of our services, thereby increasing sales to existing advertisers and
attracting new advertisers.
bankrate.com
Bankrate.com provides consumers with financial data, research and editorial
information on non-investment financial products. A large research team surveys
approximately 4,800 financial institutions every week in order to provide
objective rate information on banking products including mortgages, credit cards
and auto loans. Bankrate.com is unique in its approach to offering objective
rate information on 120 markets in all 50 states and Puerto Rico. We gather and
present this information by metropolitan area, which provides more valuable
information to consumers than aggregated national information and allows
advertisers to target prospective customers geographically.
Bankrate.com also distributes electronic newsletters weekly to approximately
107,000 subscribers covering topics such as mortgages, credit cards, banking,
small businesses, certificate of deposit rates, and Federal Funds rates. We also
maintain message boards where visitors can post questions for members of the
bankrate.com community. Topics parallel the channels offered by bankrate.com.
Distribution Arrangements
A significant portion of the traffic to bankrate.com, as well as our other
Web sites, is attributable to the distribution (or syndication) arrangements we
have with other Web site operators. Our distribution arrangements fall into two
categories: (1) co-branding in which we establish a "co-branded" site with
another Web site operator, and (2) licensing in which we provide content to the
other operator's Web site together with a hyperlink to our own site. We have
found co-branding to be more effective in driving traffic to our sites.
Co-branded sites are created pursuant to agreements with other Web site
operators. Generally, agreements relating to co-branded sites provide for us to
host the co-branded Web pages, sell and serve the graphical advertising, and
collect advertising revenues which are split with the third party Web site.
Under licensing arrangements we provide content to other Web sites in
exchange for a fee. The content identifies bankrate.com as its source and
typically includes a hyperlink to the bankrate.com Web site.
The table below lists parties with which we have distribution agreements as
of December 31, 1999:
Access Atlanta Edmunds On Money
America Online Family Money Oxygen
AT&T Worldnet Fiera Providence Online
Austin 360 Go Carolinas RealTimes
AutoByInternet Go Hampton Roads Realtor.com
Auto Connect Go PBI San Antonio Express
Auto Site Hispanic Online San Diego Insider
Black Families HomeStore ScarsdaleNet.com
Bloomberg Housenet.com SecureTax.com
Business Today Houston Chronicle Sign on San Diego
CarBuyer.com Inman News Features Sign on San Diego en
CarPrices.com INPHO Inc. Espanol
Classified Ventures Intellichoice Smart Money Magazine
CNNfn.com Kiplinger's Snap.com
Columbus Dispatch MarketWatch.com SoFla.com
Compuserve Microsoft Network Sybercuse.com
Cosmos.com Milwaukee Journal Tegris
Sentinel The Money Maven
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Credit Info MindSpring US News & World Report
Cyberhomes Money Magazine USA Today
Dallas Morning News Moneywise Magazine Yahoo!
Digital Cities Motley Fool Your New House
Discover Omaha My Simon YUPI Internet
Dollar Stretcher NandoNet ZDTV.com
Financial Product Research
Our research staff is made up of 45 people who track comparative information
on over 100 financial products and services, including checking accounts,
consumer loans, lines of credit, mortgages, certificates of deposit, savings
accounts, credit cards, money market accounts, and online accounts. We cover
both personal and small business accounts offered through branch offices and on
the Internet by banks, thrifts, credit unions, credit card issuers, mortgage
bankers and mortgage brokers. We estimate that over 350,000 items of data are
gathered each week for over 126 markets across the United States and Puerto Rico
from over 4,800 financial institutions. The information obtained includes not
only interest rates and yields, but related data such as lock periods, fees,
points, and loan sizes for mortgages and grace periods, late penalties, cash
advance fees, cash advance APRs, APYs, minimum payments, and terms and
conditions for credit cards.
We adhere to a strict methodology in developing our markets and our
institutional survey group. The market survey includes the 100 largest U.S.
markets, as defined by the U.S. Census Bureau's Metropolitan Statistical Area
categories, along with the largest market in each state that does not include
one of the largest 100 markets. We provide a comparative analysis of data by
market as well as on a national basis.
Institutions in the survey group include the largest banks and thrifts
within each market area based on total deposits. The number of institutions
tracked within a given market is based on product availability and number of
institutions in the market area. In each of the largest 50 markets, at least 10
institutions are tracked. In each of the smaller markets we track four or more
institutions. The institutions included in the survey group are verified, and
adjusted if necessary, on an annual basis using FDIC deposit data from year-end
call reports. Credit unions are not included in the market survey group since
product availability is based upon membership. The 50 largest U.S. credit unions
along with the five largest credit unions in each state, based on share
deposits, are tracked as a separate survey group for comparison purposes.
All products included in our database have closely defined criteria so that
information provided by institutions is truly comparative in nature. Collected
data undergoes three levels of quality control prior to being accepted for
inclusion in the database. The first level is automatically performed by our
editing software, which identifies unusual changes. The second level is visual
proofing, which is performed by the researcher who gathers rates from
institutions. The researcher reviews the surveys to determine whether there have
been any changes in the data on a weekly basis. If there has been a change that
is outside of a specified range, the researcher verifies that the data is
correct by calling the institution. Once the data is verified, it is forwarded
to a senior researcher for review and approval. The third level is a dedicated
quality control staff consisting of senior researchers who verify that the
information has been correctly updated and entered into our databank. Our
quality control staff reviews each listing in relation to regional and national
trends and for overall accuracy and consistency fees and related information
prior to disclosure of the information to consumers. The staff also reviews the
comparability of products, institutional accuracy and survey accuracy. In
addition, the quality control team performs anonymous shopping on a weekly
basis, in which we place calls to institutions in order to obtain rate
information without identifying ourselves as bankrate.com. Such anonymous
shopping allows us to validate the data in a consumer setting. Institutions
providing invalid data are contacted by our quality control staff to ensure that
future information will be accurate. Institutions listed in our bankrate.com
online tables who purchase hyperlinks to their own sites or purchase other
advertising must comply with the same criteria for product listings that apply
to other institutions or they will be removed.
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The criteria for product listings consists of specific attributes, such as loan
size and term, that are used to define each type of financial instrument in
order to ensure uniformity in the products that are compared. With the exception
of the "Internet Banking Deals" table, no special offers are listed on our
Internet sites. All of our new research employees are provided with a four-week
program of classroom and on-the-job training to ensure consistency of
data-gathering and validation techniques. Follow-up refresher training is
provided to our research employees on an ongoing basis to ensure that skill
levels are maintained.
At the end of each weekly survey, data is archived as part of our 16-year
old cumulative historical data file. This file provides a unique resource for
our financial analysts and editorial team in developing trend graphs, charts and
narrative analysis that is used by national and local media.
We are aware of the potential conflict of interest resulting from the sale
of advertising to financial institutions while providing independent and
objective research. However, no conflicts of interests have compromised or are
expected to compromise our ability to provide independent and objective
research.
Editorial Content
In addition to our research department, we maintain an editorial staff of 18
senior editors and 17 full-time reporters for our family of Web sites. We also
have relationships with over 50 freelance writers. Most of our editorial staff
are experienced journalists with newspaper or broadcast experience. For example,
the reporters and editors of bankrate.com have professional journalistic work
experience ranging from one to 21 years, with an average of ten years of
experience. We believe the quality of our original content plays a critical role
in attracting visitors to our sites and co-branded partners to the ilife.com Web
sites.
While the majority of the content within our Web sites is original and
produced internally, we also include third-party content. This content is
acquired under advertising revenue-sharing agreements and licenses which allow
us to incorporate relevant information on our Web site that would otherwise
require additional resources for us to produce. An example of this type of
arrangement is the incorporation in bankrate.com of financial calculators
created and owned by SmartMoney as well as stock quotes on the GreenMagazine.com
site which are provided by Stockpoint.com.
Print Publications
We continue to produce traditional print publications to absorb part of the
cost of producing research and original editorial content. Additionally, we
believe that print publishing activities contribute to greater exposure and
branding opportunities for our Internet Web sites. These publications are as
follows:
Consumer Mortgage Guide. We generate revenue through the sale of mortgage
rate and product listings in 12 metropolitan newspapers across the United States
with combined Sunday circulation of 3.5 million copies. We enter into agreements
with the newspapers for blocks of print space which is in turn sold to local
mortgage lenders and we split the revenue with the newspapers on a percentage
basis.
Syndication of Editorial Content and Research. We syndicate editorial
research to 85 newspapers which have combined Sunday circulation in excess of 27
million copies and three national magazines with combined monthly circulation in
excess of 2.5 million copies.
Newsletters. We publish three newsletters: 100 Highest Yields and Jumbo
Flash Report, which target individual consumers, and Bank Rate Monitor, which
targets an institutional audience. These newsletters provide bank deposit
interest rate information with minimal editorial content.
Green Magazine. A compliment to our GreenMagazine.com Web site, the Green
Magazine print edition shares the common mission of simplifying money matters
with special emphasis on those strategies important
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to young investors. Green Magazine provides content and tools to make sound
investment decisions and is published quarterly and sold by subscription.
Ilife.com
In addition to serving as the Company name, we launched the ilife.com Web site
as a vertical personal finance portal that makes our family of Web sites more
accessible to consumers. The site not only links ilife.com's sites together, but
also provides consumers a free and easy way to get useful financial tips, tools,
news and original editorial content. Ilife.com features content areas for
banking, financial planning, investing, insurance and taxes.
theWhiz.com
TheWhiz.com Web site presents conventional money issues in an unconventional
way. Through original editorial content and community activities - chats and
message boards - the financial novice can learn how to establish credit, get out
of debt, develop a budget, invest in the stock market and have fun without
spending a lot. As with bankrate.com, theWhiz.com is divided into channels, each
of which includes original editorial content.
Consejero.com
Consejero.com is a Spanish-language personal finance Web site geared toward
Spanish-speakers in the United States, Latin America and Spain. Editorial
content on finance issues in Spanish is complemented by opportunities for users
to interact with the site, and with each other, through chat rooms and message
boards. Consejero.com features country-specific personal content for the United
States as well as Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, El
Salvador, Mexico, Nicaragua, Panama, Peru, Puerto Rico, Spain, and Venezuela.
Spanish is the second most common language found on the Internet, yet we believe
that little useful content on financial topics in Spanish currently exists on
the Internet. Our goal is to satisfy the need for such data and capitalize on
the anticipated rapid growth of Internet use by people who speak Spanish.
Consejero.com provides twice-daily updated news as well as feature articles
written by established journalists working from major cities in Latin America
and Spain. The topics are picked from day-to-day issues consumers face in their
particular countries. The site also provides general and entertainment news
acquired through arrangements with traditional media.
Consejero.com also includes information translated from the bankrate.com
site, specifically, certain editorial stories and a full translation of the
financial product interest rate data base. This translation provides the same
information and many of the services of bankrate.com, but with supplementary
articles and tables to facilitate understanding for those who may not be
familiar with U.S. financial products and terms.
CPNet.com
Through CPNet.com, our online advertising network, we provide content and
advertising management to over 50 college newspaper Web sites across the
country. CPNet.com provides news and feature articles to these Web sites
covering events and issues of interest to college students. Topics include
current events, lifestyle and entertainment. In addition to creating advertising
relationships that allow us to offer an integrated outlet for advertisers
seeking to reach the college market, we have the opportunity to develop user
relationships that allow us to cross-promote our publications to these
consumers. We believe that college students use the Internet more than many
other segments of the population. We also believe that this network can be
highly attractive to advertisers since very few online publications offer a
mechanism for national advertisements to reach college students with one
advertisement purchase.
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GreenMagazine.com
An extension of Green Magazine's print edition, the GreenMagazine.com Web
site shares the print publication's central mission of demystifying money
matters, with special emphasis on those strategies important to young investors.
GreenMagazine.com provides content and tools to make sound investment decisions,
including professional quality investment tools, such as free real-time quotes,
multiple portfolio tracking, interactive stock charting and advanced stock and
mutual fund finders through a license relationship with Stockpoint.com.
IntelligentTaxes.com
IntelligentTaxes.com offers a substantial array of information taxpayers
need to negotiate the bewildering maze of tax planning and preparation. It is a
one-stop tax preparation tool for individual taxpayers - from beginners to pros.
IntelligentTaxes.com offers information on federal and state taxes along with
hyperlinks to online tax forms. Other features include basics focused on
life-stage issues, planning calendars, a unique column called Tax Watch, as well
as personalized custom email alerts to remind users of approaching deadlines.
Free downloadable software is available on the site.
Pivot.com (Professional Direct Agency, Inc.)
Pivot, a subsidiary of ilife.com, Inc. and headquartered in Columbus, Ohio,
is a virtual insurance agency and fulfillment/call center specializing in direct
insurance sales over the Internet and other direct media. Pivot.com has teamed
up with industry-leading insurance companies to engineer a means of providing
national turnkey insurance solutions to businesses. Pivot offers insurance
companies, banks, large agencies and affinity groups a means of increasing their
revenues through a variety of partnership possibilities. Pivot's fulfillment
services utilize the Internet and telephone as a means of generating leads and
managing current business opportunities while eliminating channel conflict.
Pivot's efficient marketing capabilities have enabled the agency to be selected
as the fulfillment arm for various third party marketing arrangements.
Because the agency is licensed nationally, Pivot's insurance services are
also available to consumers and businesses nationwide. Pivot.com allows
consumers to search for annuities, term life insurance and auto insurance.
Broadcast Operations
Our broadcast program called "Cost of Life" is a unique personal finance
video segment distributed to 33 television stations for bi-weekly news
programming. It is estimated that the weekly exposure is 24.4 million TV
households within which an estimated 2.6 million viewers may see the segments,
according to Nielsen's November 1999 Ratings. These segments are aimed at
helping viewers take action with their personal finances. Featured topics
include ways to save money tax-free for a college education, what financial
documents are needed in the event of a natural disaster, how to boost a credit
rating using the Internet and ways to trim down family medical bills.
Each television segment refers viewers to ilife.com Web sites and has a
complementary online column that runs simultaneously on bankrate.com or
theWhiz.com.
Garzarelli.com
In October 1998, we launched a new electronic subscription site for Wall
Street investment advisor Elaine Garzarelli called Garzarelli.com. We are
responsible for the site's design, electronic subscription fulfillment, partner
linking, site management, and advertising sales. Ms. Garzarelli owns the
Internet site address, selects
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the content of the site and has the sole authority to determine whether the
content can be distributed to other Websites. The subscription revenues
generated from Garzarelli.com are divided between us and Ms. Garzarelli. We
receive 17% of subscription revenues, and she receives the remainder. We also
receive 50% of all advertising revenues from Garzarelli.com. Our agreement with
Ms. Garzarelli extends until August 2000.
Consumer Marketing
Prior to December 31, 1998, our expenditures on marketing and promotion were
limited to a distribution or syndication strategy in which we relied on our
co-branded distribution network to increase traffic to our Web sites. This
approach was supplemented with public relations activities and limited
direct-response expenditures. In addition, the Company's history of providing
editorial content to newspapers and broadcasters has earned bankrate.com a high
level of awareness among journalists. As a result, bankrate.com is often cited
as an authority on banking and credit products in an editorial context.
Beginning in January 1999, we initiated a direct-response marketing campaign
which consisted of placing banner advertising on third party Web sites. Our
strategy is to purchase advertising at either a fixed cost per clickthrough or
at a low CPM. We believe that the advertising proceeds from one of our visitors
generally allow us to immediately recover much of the per visitor cost of
placing our advertising. If the majority of this cost can be recovered on an
initial visit, we may build a substantial base of repeat users at a low cost.
In addition to our Web-based efforts, we developed an award winning
traditional campaign, utilizing print and television advertising. This
integrated marketing effort resulted in our becoming a top personal finance
destination.
After spending substantially on our marketing to establish the bankrate.com
brand in 1999, we plan to reduce marketing expenditures in 2000 to a maintenance
level. We anticipate the majority of our future marketing efforts will be
Web-based.
Advertising Sales
Our advertising sales staff consists of salespeople and support staff. Most
of our salespersons are located in our North Palm Beach corporate headquarters
and we maintain two smaller satellite offices in New York and Los Angeles. Each
salesperson is responsible for a designated geographic area covering the
Southeast, Mid-Atlantic, New England, Great Lakes, Midwest, Great Plains,
Northwest or Southwest regions of the United States. Salespeople sell
advertising related to all of our internet Web sites and the Consumer Mortgage
Guide. We believe our sales force is highly effective.
Our salespeople present advertising solutions to potential advertisers using
inventory created by our own Web sites, co-branded Web sites and through the
CPNet college network. We believe this combined network of sites enhances value
for advertisers and direct marketers by (1) alleviating the need to purchase a
series of advertising campaigns from numerous Web sites, (2) providing
advertisers and direct marketers with advertising opportunities on a wide
variety Web pages containing business and personal finance content, and (3)
providing targeted access to Internet users with desirable demographics.
Advertisers and direct marketers can enhance the effectiveness of their
campaigns by customizing advertising delivery on our networks within a
particular content channel or across an entire network.
Advertising Alternatives
Our advertisers can target prospective customers using three different
approaches:
. targeting specific geographic and product areas, for example, mortgage
rates in Atlanta, Georgia;
<PAGE>
. targeting specific product channels, for example, all borrowers
interested in the home equity channel; or
. general rotation throughout a particular site, such as bankrate.com or
across our entire family of ilife.com Web sites.
Our most common graphical advertisement sizes are banners, which are
prominently displayed at the top of a page (486 x 60 pixels) and badges, which
are smaller than banners and less visible (125 x 125 pixels). Banners and badges
are offered for general rotation or specific sites. List prices may vary
depending upon the quantity of advertisements purchased by an advertiser and the
length of time an advertiser runs an advertisement on our sites. List prices for
banner and badge advertisements with premium placement may be as low as $30 CPM
and as high as $90 CPM. Discounts and commissions are available based upon the
volume of advertisements purchased.
We also sell posters, which are oversize advertisements that contain more
information than traditional advertisements. We position posters on certain
pages so that they dominate the page. The actual price ranges from $120 to $135
CPM. Advertisers may also purchase sponsorship positions on the bankrate.com
home page and the main page for each product channel. The cost of the
sponsorship is based on banner rates for impressions received and ranges from
$20 to $30 CPM. Advertisers can also sponsor an entire channel. In addition, we
offer a reference bar above all rate tables. A reference bar is an advertising
feature that contains tab references for consumers on such topics as insurance,
credit reports, credit problems and moving rates. Users who click on the tabs
are taken to an advertiser's Web site for answers to their particular questions
or needs. The cost of these tab advertisements is approximately $20 CPM.
Providing effective tools for managing advertising campaigns is essential to
maintaining advertising relationships. We use a state-of-the-art program under
license that allows our advertisers to monitor their spending on our Web sites
in real-time for impressions received and clickthrough ratios generated.
Hyperlinks
Financial institutions that are listed in our rate tables have the
opportunity to hyperlink their listings. By clicking on the hyperlink, users are
taken to the institution's Web site. A substantial benefit to advertisers with
the hyperlink rate listing is that the hyperlinks are in fixed placement on the
rate pages and are shown every time a user accesses a page. In contrast, banner
advertisements are rotated based on the number of impressions purchased.
Hyperlink fees are sold for three-month periods. The number of hyperlinked rate
listings that can be added to a rate page is limited only by the number of
institutions listed, while banner positions are limited by available space. The
actual rates for hyperlinks range from $35 to $45 CPM.
Rate Alert E-Mail Sponsorships
We issue weekly updates on mortgage rates via e-mail to customers who
subscribe to this free service. Rate alerts are issued for credit card and
savings account updates on a less-frequent basis. Advertisers can sponsor the
e-mails with text listings that are hyperlinked to their Web site. The cost for
sponsoring a rate alert is $0.25 per subscriber.
Chat Room Sponsorships
We offer advertisers chat rooms in bankrate.com and theWhiz.com in which
they may promote their spokespeople or products and acquire valuable real-time
feedback from consumers. In these chat rooms, a moderator from theWhiz.com's
staff screens questions from visitors. The advertiser or host then answers
questions and receives "virtual focus group" feedback from users.
Advertisers
<PAGE>
We market to local advertisers targeting a specific audience in a city or
state and also to national advertisers targeting the entire country. No
advertiser accounts for more than 10% of our revenues. As of December 31, 1999,
we had approximately 260 graphical advertisers and 400 hyperlink advertisers. A
representative sample of our national and regional advertisers includes:
Abba Funding Mortgagebot.com
American Express Mortgage.com
American Home Loans Mackinac Savings
Ameritrade MasterCard
BankDirect Microsoft
Bank of America Mortgage Expo
Capital One Bank NetBank
Crestar Mortgage NextCard
Downey Savings Next Direct
First Union Pacific Shore Funding
GMAC PNC Bank
H. D. Vest Providian Financial
Household Finance Superior Bank
Loansurf.com Wells Fargo
All of the listed advertisers have been our customers for at least six
months and are representative of the types of industries, as well as national
and regional scope of our advertising base.
Competition
We compete for advertising revenues across the broad category of personal
finance information provided in traditional media such as newspapers, magazines,
radio, and television and in the developing market for online financial
publications. There are many competitors that have substantially greater
resources than ilife.com. Our online competition includes the following:
. personal finance sections of general interest sites such as Yahoo! and
America Online;
. personal finance destination sites such as MoneyCentral, Forbes, Business
Week, Fortune, Smart Money, Kiplinger's and Money.com; and
. e-commerce sites that provide bank and credit product information such as
e-Loan and GetSmart.
Competition in the online segment is generally directed at growing users and
revenue using marketing and promotion to increase traffic to Web sites. We
believe that original content and objective product information differentiate us
from our competitors.
As a direct seller of insurance products, Pivot.com competes with other
insurance sales sites, as well as insurance aggregators.
Operations
We host our proprietary Web sites and control all of our network operation
from our principal office in North Palm Beach, Florida. Internet access is
maintained through a fiber optic data circuit with AT&T. The
<PAGE>
computer equipment used to operate our Web sites is powered by uninterruptible
power supply units and a generator.
Proprietary Rights
Our proprietary intellectual property consists of our unique research and
editorial content. We rely primarily on a combination of copyrights, trademarks,
trade secret laws, our user policy and restrictions on disclosure to protect
this content.
Employees
As of December 31, 1999, we had 237 full-time employees, of which 78 were in
Web site operations, 34 in advertising sales and marketing, 29 in insurance
agency operations, 45 in content research, 11 in advertising operations, 15 in
information technology, 20 in administration and five in broadcast. We have
never had a work stoppage and none of our employees are represented under
collective bargaining agreements. We consider our employee relations to be good.
All employees, with the exception of our subsidiary, Professional Direct Agency,
Inc. (Pivot.com), are legally employed by Vincam Human Resources, Inc., and work
for us under an employee leasing arrangement. See "Management - Employee
Leasing."
Government Regulation of Insurance Business
In most states, there are two broad categories of insurance agency
licenses, one for property and casualty insurance and the other for life and
health insurance. Ilife.com's wholly-owned subsidiary, Pivot an Ohio
corporation, is licensed as a resident insurance agency for life and health and
property and casualty insurance by the state of Ohio.
Pivot has nonresident corporate life and health insurance licenses in 13
states. At least one employee of Pivot is individually licensed as a
nonresident insurance agent in all 50 states for life and health insurance.
Pivot is licensed as a nonresident corporate insurance agency for property and
casualty insurance business in two states, it is applying for such licenses in
an additional 38 states. One of Pivot's employee agents is currently
individually licensed as a nonresident insurance agent for property and casualty
insurance in 39 states and is in the process of applying for individual
insurance agent licenses for property and casualty insurance in the remaining 11
states.
Because of the lack of uniformity in state insurance agency licensing laws,
a corporate insurance agency cannot obtain an insurance agency license in all 50
states. Some states do not issue insurance agency licenses to corporations but
only issue insurance agent licenses to individuals. Other states issue corporate
insurance agency licenses only if the state of residence of the applicant for a
corporate insurance agency license applicant reciprocates by issuing corporate
insurance agency licenses to insurance agencies resident in the foreign state.
In some states where Pivot does not have a nonresident corporate insurance
agency license, a Pivot agent is individually licensed in those states as a
nonresident insurance agent and the Pivot employee agent transacts the business
of Pivot where permitted. If any Pivot employee agent's employment with Pivot is
terminated, Pivot may not be able to transact its business unless and until it
has another employee who is individually licensed as a nonresident insurance
agent in the states where Pivot does not hold a nonresident corporate insurance
agency license. If a state in which Pivot does not hold a nonresident corporate
insurance agency license determines that Pivot is transacting business in such
state as an unlicensed insurance agency, Pivot could be subject to fines and
prohibited from engaging in its insurance agency business in that state.
It is not guaranteed that a state in which Pivot does not hold a
nonresident corporate insurance agency license will not assert that Pivot is
transacting business in such state as an unlicensed insurance agency.
Generally, commissions payable for the sale of insurance products in a given
state cannot be paid to, or received by, a person or entity that is not licensed
as an insurance agent or agency in such state, as applicable. There is no
guarantee that a state in which Pivot does not hold a nonresident corporate
insurance agency license will not assert that commissions assigned by Pivot
employee agent to Pivot are an assignment of insurance commissions occurring in
such state to an unlicensed corporate insurance agency. In the states in which
Pivot does not hold a nonresident corporate insurance agency license, the
insurance companies that have contracted with Pivot pay commissions to the Pivot
employee agent, who then assigns such commissions to Pivot. If a state in which
Pivot does not hold a nonresident corporate insurance agency license determines
that Pivot is wrongfully receiving an assignment of insurance commissions in, or
with respect to insurance policies sold in, that state as an unlicensed
insurance agency, both Pivot and the subject Pivot employee agent could be
subject to fines and prohibited from doing business in that state.
Both the U.S. Congress and state insurance regulators have taken steps
towards the adoption of uniform state insurance agent licensing laws. Under the
Gramm-Leach-Bliley Act of 1999 ("GLBA), if a majority of the states have not
adopted laws providing for a uniform state insurance agent licensing within
three years of the passage of GLBA, then such a system, known as the National
Association of Registered Agents and Brokers, would be implemented under GLBA.
The National Association of Insurance Commissioner, an national association of
the state insurance regulators which develops model insurance laws and
regulations for adoption by state legislatures, has also promulgated a model law
providing for uniform state insurance agent licensing.
Risk Factors that Could Impact Future Operating Results
We have a history of losses
We have incurred net losses in each of our last four fiscal years. We had an
accumulated deficit of approximately $42 million as of December 31, 1999.
Therefore, we believe that period-to-period comparisons of our financial results
should not be relied on as an indication of our future performance. We
anticipate that we will incur operating losses and negative cash flows in the
foreseeable future due to high levels of planned expenditures to enhance our
services, develop new content, build brand awareness and hire personnel to
support our growth. We may also incur significant additional costs related to
the acquisition of or technologies to respond to the constant change in our
industry. These costs could have an adverse impact on our future financial
condition and results of operations.
The Company is working to manage its cash by actively controlling expenses and
pursuing additional sources of revenue. For instance, the Company substantially
reduced marketing expenditures beginning January 2000 compared to the second
half of 1999, and has current plans to sell or curtail development of certain
non-core Web sites including CPNet.com. Based on these actions and the Company's
current plan, we believe our existing liquidity and capital resources will be
sufficient to satisfy our cash requirements into 2001. There are no assurances
that such actions will ensure cash sufficiency into 2001 or that reducing
marketing expenses would not potentially curtail revenue growth.
The Company is also committed to rationalizing its ownership of ancillary,
non-core business units that have historically had significant negative cash
contributions. This effort could include: changing these non-core business
units' strategy and/or focus, seeking out strategic or financial partners,
selling/divesting these assets, or closing them. The beginning of these efforts
is our current plan to sell CPNet.com. These actions should result in lower
operating expenses, and may result in the Company receiving additional capital
and/or equity in other companies. In addition, some of these actions, if taken,
could result in material charges to operations and, could potentially result in
lower that anticipated revenue growth.
The Company may consider additional options, which include, but are not
limited to, the following: forming strategic partnerships or alliances;
considering other strategic alternatives, including: a merger or sale of the
Company, or an acquisition; or raising new debt and/or equity capital. There
can be no assurance that we will be able to raise such funds or realize our
strategic alternatives on favorable terms or at all.
Further, due to the purported class-action lawsuit which the Company intends
to vigorously defend, management could be required to spend significant amounts
of time and resources defending this matter which may impact our ability to
manage the Company.
Our success depends upon Internet advertising revenue
We expect to derive approximately 70% of our revenues for the foreseeable
future through the sale of advertising space on our Internet Web pages. Any
factors that limit the amount advertisers are willing to spend on advertising on
our Web sites could have a material adverse effect on our business. These
factors may include: (1) lack of standards for measuring Web site traffic or
effectiveness of Web site advertising; (2) lack of established pricing models
for Internet advertising; (3) failure of traditional media advertisers to adopt
Internet advertising; (4) introduction of alternative advertising sources; and
(5) a lack of significant growth in Web site traffic.
The Internet is a relatively new medium for advertising and its
effectiveness is unproven. Demonstrating the effectiveness of advertising on our
Web sites is critical to our ability to generate advertising revenue. Currently,
there are no widely accepted standards to measure the effectiveness of Internet
advertising, and we cannot be certain that such standards will develop
sufficiently to support our growth through Internet advertising.
Currently, a number of different pricing models are used to sell advertising
on the Internet. Pricing models are typically either CPM-based (cost per
thousand) or performance-based (cost per-click). We predominantly utilize the
CPM-based model, which is based upon the number of advertisement impressions.
The
<PAGE>
performance based, or per click, model is payable on each individual click even
though it may take multiple advertisement impressions to generate one
clickthrough. We cannot predict which pricing model, if any, will emerge as the
industry standard. Therefore, it is difficult for us to project our future
advertising rates and revenues. For instance, banner advertising, which is
currently our primary source of online revenue, may not be an effective
advertising method in the future. If we are unable to adapt to new forms of
Internet advertising and pricing models, our business could be adversely
affected.
Financial services companies account for a majority of our advertising
revenues. We will need to sell advertising to customers outside of the financial
services industry in order to significantly increase our revenues. To date,
relatively few advertisers from industries other than the technology and
financial services industries have devoted a significant portion of their
advertising budgets to Internet advertising. If we do not attract advertisers
from other industries, our business could be adversely affected.
Our success depends upon interest rate activity and mortgage refinancing
During 1999, approximately 83% and 74% of our advertisement views and page
views, respectively, were attributable to the bankrate.com site. Given that this
site provides interest rate information for mortgages and other loans, credit
cards and savings accounts, visitor traffic to this site may increase with
interest rate movements and decrease with interest rate stability. Factors that
have caused significant visitor fluctuations in the past have been Federal
Reserve Board actions and general market conditions affecting home mortgage
interest rates. During 1999, approximately 26% of advertisement views on
bankrate.com were on its mortgage pages. Accordingly, the level of traffic to
bankrate.com can be dependent on the general level of interest rates as well as
mortgage refinancing activity. A slowdown in mortgage production volumes could
also have a material adverse effect on our business.
We believe that as we continue to develop Web site channels with broader
personal finance topics, the percentage of overall ilife.com network traffic
seeking mortgage information will remain stabilize at current levels. To
accelerate the growth of traffic to sites other than bankrate.com, we are
working with our syndication partners to program more intensively, and we are
promoting these sites aggressively. We cannot assure you that we will be
successful in these efforts.
Our success depends upon establishing and maintaining distribution
arrangements
Our business strategy includes the distribution of our content through the
establishment of co-branded Web pages with high-traffic business and personal
finance sections of online services and Web sites. A co-branded site is
typically a custom version of our Web sites with the graphical look, feel, and
navigation, of the other Web site. Providing access to these co-branded Web
pages is a significant part of the value we offer to our advertisers. We compete
with other Internet content providers to maintain our current relationships with
other Web site operators and establish new relationships. In addition, as we
expand our personal finance content, some of these Web site operators may
perceive us as a competitor. As a result, they may be unwilling to promote
distribution of our banking and credit content. For example, in June 1999, we
learned that Quicken.com, which accounted for approximately 6% of our total site
traffic during the three months ended March 31, 1999, would not be renewing its
distribution agreement with us. We cannot guarantee you that our distribution
arrangements will attract a sufficient number of users to support our current
advertising model. During 1999, 36% of the traffic to our Web sites originated
from the Web sites of operators with which we have distribution arrangements .
In addition, our business could be adversely affected if we do not establish and
maintain distribution arrangements on favorable economic terms.
Our success depends upon increasing brand awareness of our Web sites
Although ilife.com and its predecessors have been in business since 1976, we
commenced our Internet operations by introducing bankrate.com in 1996. Due to
the limited operating history of our Internet
<PAGE>
operations, it is important that we develop brand awareness of our Web sites in
order for them to be attractive to advertisers. The importance of our brand
recognition will increase as competition in the Internet advertising market
increases. As a result, developing and maintaining awareness of our Web sites by
promoting our brand names is critical to maintaining our growth. As competing
Web sites become established on the Internet, the cost of developing brand
awareness increases significantly.
Successfully promoting and positioning our Web sites and brand names will
depend largely on the effectiveness of our marketing efforts and our ability to
develop favorable traffic patterns to our Web sites.
Therefore, we may need to modify our financial commitment to creating and
maintaining brand awareness among users. If we fail to successfully promote our
Web sites and brand names or if we incur significant expense in doing so, it
could have a material adverse effect on our business.
Our markets are highly competitive
We compete for Internet advertising revenues with a number of
finance-related Web sites, such as MarketWatch.com, CNNfn.com, MoneyCentral, and
Money.com and traditional publishers and distributors of personal finance
content such as MSNBC, CNN, Money Magazine and USA Today. In addition, new
competitors may easily enter this market as there are few barriers to entry.
Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than us. Many competitors have complementary products or services that
drive traffic to their Web sites. Increased competition could result in lower
Web site traffic, advertising rate reductions, reduced margins or loss of market
share, any of which would adversely affect our business. We cannot be certain
that we will be able to compete successfully against current or future
competitors.
Our Web sites may encounter technical problems and service interruptions
In the past, our Web sites have experienced significant increases in traffic
in response to interest rate movements and other business or financial news
events. The number of our users has continued to increase over time, and we are
seeking to further increase our user base. As a result, our Internet servers
must accommodate spikes in demand for our Web pages in addition to potential
significant growth in traffic.
Our Web sites have in the past and may in the future experience slower
response times or interruptions as a result of increased traffic or other
reasons. These delays and interruptions resulting from failure to maintain
Internet service connections to our site could frustrate users and reduce our
future Web site traffic, which could have a material adverse effect on our
business.
All of our communications and network equipment is located at our corporate
headquarters in North Palm Beach, Florida. Any system failure at this location
could lead to interruptions or delays in service for our Web sites, which could
have a material adverse effect on our business. Our operations are dependent
upon our ability to protect our systems against damage from fires, hurricanes,
earthquakes, power losses, telecommunications failures, break-ins, computer
viruses, hacker attacks and other events beyond our control. Although we
maintain business interruption insurance, it may not adequately compensate us
for losses that may occur due to failures of our systems.
We rely on the protection of our intellectual property
Our intellectual property consists of the content of our Web sites and print
publications. We rely on a combination of copyrights, trademarks, trade secret
laws and our user policy and restrictions on disclosure to protect our
intellectual property. We may also enter into confidentiality agreements with
our employees and consultants and seek to control access to and distribution of
our proprietary information. Despite these
<PAGE>
precautions, it may be possible for other parties to copy or otherwise obtain
and use the content of our Web sites or print publications without
authorization. A failure to protect our intellectual property in a meaningful
manner could have a material adverse effect on our business.
Because we license some of our data and content from other parties, we may
be exposed to infringement actions if such parties do not possess the necessary
proprietary rights. Generally, we obtain representations as to the origin and
ownership of licensed content and obtain indemnification to cover any breach of
any such representations. However, such representations may not be accurate and
such indemnification may not be sufficient to provide adequate compensation for
any breach of such representations.
Any future infringement or other claims or prosecutions related to our
intellectual property could have a material adverse effect on our business. Any
such claims, with or without merit, could be time-consuming, result in costly
litigation and diversion of technical and management personnel or require us to
introduce new content or trademarks, develop new technology or enter into
royalty or licensing agreements. Such royalty or licensing agreements, if
required, may not be available on acceptable terms, if at all.
We may face liability for information on our Web sites
Much of the information published on our Web sites relates to the
competitiveness of financial institutions' rates, products and services. We may
be subjected to claims for defamation, negligence, copyright or trademark
infringement or other theories relating to the information we publish on our Web
sites. These types of claims have been brought, sometimes successfully, against
online services as well as print publications. Our insurance may not adequately
protect us against these types of claims.
Future government regulation of the Internet is uncertain and subject to change
As Internet commerce continues to evolve, increasing regulation by federal
or state agencies or foreign governments may occur. Such regulation is likely in
the areas of user privacy, pricing, content and quality of products and
services. Additionally, taxation of Internet use or electronic commerce
transactions may be imposed. Any regulation imposing fees for Internet use or
electronic commerce transactions could result in a decline in the use of the
Internet and the viability of Internet commerce, which could have a material
adverse effect on our business.
Our ownership is heavily concentrated in our management
Our officers and directors beneficially own approximately 71% of ilife.com's
outstanding common stock. Peter C. Morse, our largest shareholder, beneficially
owns approximately 41% of ilife.com's outstanding common stock. As a result, our
officers and directors will be able to exercise control over all matters
requiring shareholder approval. In particular, these controlling shareholders
will have the ability to elect all of our directors and approve or disapprove
significant corporate transactions. This control could be used to prevent or
significantly delay another company or person from acquiring or merging with us.
Our rapid growth may strain our operations
Since we began our Internet operations in 1996, we have expanded our
operations significantly, and we may continue to do so. Our future expansion may
place a significant strain on our management. To manage the expected growth of
our operations and personnel, we may need to expand and improve our existing
management, operational and financial systems. If we fail to expand and improve
these systems in a timely manner, this failure could have a material adverse
effect on our business.
Our new managers must work together effectively as a team
<PAGE>
We have recently added key managerial, technical and operations personnel.
For example, our interim President and Chief Executive Officer was hired in
1999, our Senior Vice President-Administration was hired in 1998, and our
Executive Vice President-Strategy and Acquisitions was hired in 1999. During
this time, we also significantly increased our employee base. These new
personnel must integrate themselves into our daily operations and work
effectively as a team in order for us to be successful. We cannot be certain
that this will occur in all instances.
Our success depends upon management and key employees
Our success depends largely upon retaining the continued services of our
executive officers and other key management and developing personnel as well as
hiring and training additional employees. We have a number of key employees on
whom we depend and who may be difficult to replace. Specifically, William P.
Anderson, III, resigned as our President and Chief Executive Officer, in
February 2000, and G. Cotter Cunningham was elected as interim President and
Chief Executive Officer. We currently are conducting a search for a replacement
for Mr. Anderson. Key employees include Edward V. Blanchard, Jr., Peter W.
Minford and Robert J. DeFranco. All of our employees with the exception of our
subsidiary, Professional Direct Agency, Inc. (Pivot.com) are employed by the
Vincam Human Resources, Inc. under an employee leasing contract. This contract
has a one-year term which expires on June 1, 2000. Beginning June 1, 2000, we
plan to convert all leased employees into direct employees of ilife.com. A
failure to retain our current key employees or to hire enough qualified
employees to sustain our growth could have a material adverse effect on our
business.
Our Articles of Incorporation and Bylaws, as well as Florida law, may prevent
or delay a future takeover
Our Articles of Incorporation and Bylaws may have the effect of delaying or
preventing a merger or acquisition, or making such a transaction less desirable
to a potential acquirer, even when shareholders may consider the acquisition or
merger favorable. For example, our Articles of Incorporation and Bylaws provide
that: (1) the board of directors has the authority, without shareholder
approval, to issue up to 10,000,000 shares of preferred stock and to determine
the rights (including voting rights) associated with such preferred stock (which
issuance may adversely affect the market price of the common stock and the
voting rights of the holders of common stock); (2) the board of directors is
classified and directors have three-year terms; (3) cumulative voting for the
election of directors is prohibited; (4) approval by 66 2/3% of the shareholders
is required for material amendments to the Articles of Incorporation or Bylaws:
and (5) certain procedures must be followed before matters can be proposed by
shareholders for consideration at shareholder meetings. Florida law also
contains "control share acquisition" and "affiliate transaction" provisions that
may also delay, prevent, or discourage an acquisition of or merger with
ilife.com.
We may encounter difficulties with future acquisitions
We may acquire complementary Web sites and other content providers as a part
of our business strategy. Any acquisitions may present a number of potential
risks that could result in a material adverse effect on our business. These
risks include the following: failure to integrate the technical operations and
personnel in a timely and cost-effective manner; failure to retain key personnel
of the acquired company; and assumption of unexpected material liabilities. In
addition, we cannot assure you that we will be able to identify suitable
acquisition candidates that are available for sale at reasonable prices.
We may finance future acquisitions with debt financing, which would increase
our debt service requirements, or through the issuance of additional common or
preferred stock, which could result in dilution to our shareholders. We cannot
assure you that we will be able to arrange adequate financing on acceptable
terms.
Our results of operations may fluctuate significantly
<PAGE>
Our results of operations may fluctuate significantly in the future as a
result of several factors, many of which are beyond our control. These factors
include: (1) changes in fees paid by advertisers; (2) traffic levels on our Web
sites, which can fluctuate significantly; (3) changes in the demand for Internet
products and services; (4) changes in fee or revenue-sharing arrangements with
our distribution partners; (5) our ability to enter into or renew key
distribution agreements; (6) the introduction of new Internet advertising
services by us or our competitors; (7) changes in our capital or operating
expenses as we expand our operations; and (8) general economic conditions.
Our future revenues and results of operations may be difficult to forecast
due to these factors. As a result, we believe that period-to-period comparisons
of our results of operations may not be meaningful, and you should not rely on
past periods as indicators of future performance.
In future periods, our results of operations may fall below the expectations
of securities analysts and investors, which could adversely affect the trading
price of the common stock.
Our stock price may be volatile in the future
The stock prices and trading volume of Internet-related companies have been
extremely volatile. Accordingly, our stock price can be volatile as well. In
addition, following periods of downward volatility in the market price of a
company's securities, class action litigation is often brought against the
Company. Downward volatility of our stock prices could lead to class action
litigation, resulting in substantial costs and a diversion of our management's
attention and resources.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The selected consolidated financial data set forth below should be read in
conjunction with the consolidated financial statements and notes thereto, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Form 10-K. The consolidated statement of
operations data for the year ended December 31, 1999, the six months ended
December 31, 1998 and the years ended June 30, 1998 and 1997, and the
consolidated balance sheet data as of December 31, 1999 and 1998, are derived
from, and are qualified by reference to, the audited consolidated financial
statements of ilife.com, Inc. included elsewhere in this Form 10-K. The
consolidated statement of operations data for the year ended June 30, 1996, and
the consolidated balance sheet data as of June 30, 1997 and 1996 have been
derived from audited consolidated financial statements not included in this
Form 10-K. The statement of operations data for the year ended June 30, 1995 and
the balance sheet data as of June 30, 1995 are derived from unaudited
consolidated financial statements not included in this Form 10-K. The unaudited
consolidated financial statements have been prepared on substantially the same
basis as the consolidated audited financial statements and include all
adjustments, consisting only of normal recurring adjustments, that we consider
necessary for a fair presentation of the financial position and results of
operations for the period. Historical results are not necessarily indicative of
results to be expected in the future.
<TABLE>
<CAPTION>
Year Six Months Year Year Year Year
Ended Ended Ended Ended Ended Ended
December 31, December 31, June 30, June 30, June 30, June 30,
1999 1998 1998 1997 1996 1995
---------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Consolidated Statement of Operations Data:
(In thousands, except share and per share amounts)
Revenue:
Online publishing $ 8,497 $ 1,809 $ 1,282 $ 485 $ 70 $ --
Print publishing and licensing 3,473 1,660 2,559 2,058 1,558 1,109
Other 148 -- -- -- -- --
---------- --------- --------- --------- --------- ---------
Total revenue 12,118 3,469 3,841 2,543 1,628 1,109
---------- --------- --------- --------- --------- ---------
Cost of operations:
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Online publishing 4,786 979 862 582 18
Print publishing and licensing 2,387 1,101 1,962 1,186 971
Sales 2,851 817 665 90 96
Marketing 17,079 305 145 1 34
Product research 2,984 916 1,216 721 508
General and administrative expenses 7,206 871 1,663 768 522
Depreciation and amortization 574 98 67 74 98
Goodwill amortization 655 -- -- -- --
Noncash stock based compensation 3,305 669 89 -- --
------------ ------------ ------------ ------------ ------------
Total cost of operations 41,827 5,756 6,669 3,422 2,247
------------ ------------ ------------ ------------ ------------
Loss from operations (29,709) (2,287) (2,828) (879) (619)
------------ ------------ ------------ ------------ ------------
Other income (expense) 877 192 46 (77) (53)
Noncash financing charge (2,656) -- -- -- --
------------ ------------ ------------ ------------ ------------
Loss before income taxes (31,488) (2,095) (2,782) (956) (672)
Income taxes -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net loss (31,488) (2,095) (2,782) (956) (672)
Accretion of Convertible Series A and
Series B preferred stock to redemption value (2,281) -- -- -- --
Charge for conversion of nonredeemable convertible
Series A preferred stock to redeemable -- (4,438) -- -- --
------------ ------------ ------------ ------------ ------------
Net loss applicable to common stock $ (33,769) $ (6,533) $ (2,782) $ (956) $ (672)
============ ============ ============ ============ ============
Basic and diluted net loss per share $ (3.34) $ (1.63) $ (0.72) $ (0.20) $ (0.13)
============ ============ ============ ============ ============
Weighted average shares outstanding used in
basic and diluted per-share calculation 10,113,928 4,018,700 3,846,200 4,743,590 5,000,000
============ ============ ============ ============ ============
<CAPTION>
As of As of
December 31, June 30,
1999 1998 1998 1997 1996
---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Consolidated Balance Sheet Data:
(In thousands)
Cash and cash equivalents $ 22,504 $ 1,633 $ 910 $ 1,783 $ --
Working capital 13,144 658 164 887 (1,649)
Total assets 33,462 3,099 1,768 2,193 311
Subordinated note payable 4,350 -- -- -- --
Redeemable preferred stock -- 12,198 -- -- --
Total stockholders' equity (deficit) 17,445 (10,985) 657 1,035 (1,508)
<CAPTION>
<S> <C>
Online publishing --
Print publishing and licensing 884
Sales --
Marketing 23
Product research 274
General and administrative expenses 404
Depreciation and amortization 69
Goodwill amortization --
Noncash stock based compensation --
------------
Total cost of operations 1,654
------------
Loss from operations (545)
------------
Other income (expense) (410)
Noncash financing charge --
------------
Loss before income taxes (955)
Income taxes --
------------
Net loss (955)
Accretion of Convertible Series A and
Series B preferred stock to redemption value --
Charge for conversion of nonredeemable convertible
Series A preferred stock to redeemable --
------------
Net loss applicable to common stock $ (955)
============
Basic and diluted net loss per share $ (0.19)
============
Weighted average shares outstanding used in
basic and diluted per-share calculation 5,000,000
============
<CAPTION>
As of
June 30,
1995
----------
<S> <C>
Consolidated Balance Sheet Data:
(In thousands)
Cash and cash equivalents $ (4)
Working capital (997)
Total assets 273
Subordinated note payable 700
Redeemable preferred stock --
Total stockholders' equity (deficit) (1,906)
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated
financial statements and related notes contained in this Form 10-K. The
following discussion contains forward-looking statements that involve risks and
uncertainties. In some cases, you can identify forward-looking statements by
terms such as "may," "will," "should," "expect," "plan," "anticipate,""believe,"
"estimate," "predict," "potential,"or "continue," or the negative of these terms
or other comparable terminology. The forward-looking statements contained in
this Form 10-K involve known and unknown risks, uncertainties and other factors
that may cause our or our industry's actual results, level of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these
statements. These factors include those listed under Item 1. Business "Risk
Factors That Could Impact Future Operating Results" and elsewhere in this Form
10-K. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. You should not place undue reliance on
these forward-looking statements.
Overview
Ilife.com, Inc. creates, produces, broadcasts and syndicates personal
finance information for the consumer through a broad portfolio of Web sites,
print publications and television programs. The Company's wholly-owned
subsidiary, Professional Direct Agency, Inc. ("Pivot"), is a virtual insurance
agency and fulfillment/call center specializing in direct insurance sales over
the Internet and through other direct media. The Company's personal finance
portal, www.ilife.com, features original content that deals with financial
planning, taxes, insurance, investing and banking. The portal serves as a
gateway to ilife.com's family of Web sites and broadcast segments, including the
award-winning bankrate.com, Pivot.com, theWhiz.com, IntelligentTaxes.com,
Consejero.com, CPNet.com, GreenMagazine.com and the television version of "Cost
of Life". The Company has current plans to sell or curtail development of
certain non-core Web sites including CPNet.com. Content from ilife.com is
published on co-branded Internet sites through more than 90 relationships,
including Snap.com/NBC Internet, Inc. (NASDAQ: NBCI), Yahoo! (NASDAQ: YHOO),
CNN, America Online (NYSE: AOL) and Smart Money. The Company's original research
is also distributed through more than 100 national, regional and local print
publications. Ilife.com Web sites have approximately one million unique visitors
per month, according to Media Metrix.
Our online operations are the principal focus of our activities today. Prior
to 1995, our principal businesses were the publication of print newsletters and
syndication of bank and credit product research to newspapers and magazines. In
1995, we introduced the Consumer Mortgage Guide, which is an advertisement for
newspapers consisting of product and rate information in tabular form from local
mortgage companies that pay a weekly fee for inclusion in the table.
In 1996, we started our online operations by displaying our editorially
unbiased research through our Web site, bankrate.com. By offering our
information online, we created new revenue opportunities through the sale of
graphical and hyperlink advertising associated with our rate and yield tables.
In 1997, we implemented a strategy to concentrate on building our online
operations. Since that time, we have significantly expanded the scope and depth
of bankrate.com and made investments in seven new online Internet Web sites:
theWhiz.com, Consejero.com, CPNet.com, GreenMagazine.com, IntelligentTaxes.com,
Pivot.com and our personal finance portal, ilife.com. Additionally, we formed a
Broadcast group to syndicate ilife.com branded television segments that reach an
estimated 2.5 million viewers per week, according to the November 1999 Nielson
ratings.
We believe that the recognition of our research as a leading source of
independent, objective information on banking and credit products is essential
to our success. As a result, we have sought to maximize distribution of our
research to gain brand recognition as a research authority. We are seeking to
build greater brand awareness of all of our Web sites and to reach a greater
number of online users.
Recent Developments
On April 12, 1999 our Board of Directors approved changing our fiscal
year-end to December 31 from June 30.
<PAGE>
On August 20, 1999, the Company acquired Pivot pursuant to a Stock Purchase
Agreement, dated August 20, 1999, by and between the Company, the shareholders
of Pivot and The Midland Life Insurance Company ("Midland"), a note and warrant
holder of Pivot (the "Agreement"), for approximately $4,744,000 including
acquisition costs. Pursuant to the Agreement, the Company acquired a 100%
interest in Pivot and as a result of the acquisition, Pivot became a wholly-
owned subsidiary. The transaction was accounted for using the purchase method of
accounting. The net assets acquired were estimated to be at fair market value.
The excess of the purchase price over the fair value of the net assets acquired
(approximately $4,609,000) was recorded as goodwill and is being amortized over
three years, the expected benefit period.
The total consideration paid in connection with the acquisition consisted of
$290,000 in cash paid to the Pivot shareholders and a $4,350,000 five-year
convertible subordinated note to Midland. The note bears interest at 10% and is
due in one payment on August 20, 2004. Interest is due beginning on August 20,
2002 and thereafter every six months until conversion or payment in full. The
note is convertible at any time by Midland into 625,000 shares of our common
stock. The Company has the right to require conversion beginning any time after
the earlier of (1) August 20, 2000 or (2) the date that the Company files a
registration statement under the Securities Act of 1933, as amended (the "Act"),
registering the conversion shares for sale under the Act; provided that, within
the 55-day period immediately prior to the date the Company notifies Midland of
the required conversion, the closing price of our common stock has been at least
$10.00 per share for at least twenty consecutive trading days.
On August 27, 1999, the Company acquired certain assets and assumed certain
liabilities of Green pursuant to an Asset Purchase Agreement, dated August 27,
1999, by and among the Company, Green, Kenneth A. Kurson, John F. Packel and
James Michaels (the "Agreement"), for approximately $831,000 including
acquisition costs. Pursuant to the Agreement, the Company acquired the rights
to all agreements, contracts, commitments, licenses, copyrights, trademarks and
the subscriber/customer list of Green. Kenneth A. Kurson and John F. Packel were
also employed by the Company. The total consideration paid was approximately
$784,000 consisting of $200,000 in cash and 100,000 unregistered shares of the
Company's common stock valued at approximately $584,000. The transaction was
accounted for using the purchase method of accounting. The net assets acquired
were estimated to be at fair market value. The excess of the purchase price over
the fair value of the net assets acquired (approximately $883,000) was recorded
as goodwill and is being amortized over three years, the expected benefit
period.
On November 12, 1999, we changed our name from "Intelligent Life
Corporation" to "ilife.com, Inc." to more accurately reflect the Company's major
revenue generating activities, which are derived from the Internet.
On February 25, 2000 the Company announced that William P. Anderson resigned
as its President and Chief Executive Officer and as a director. Under the terms
of his Executive Employment Agreement entered into on March 10, 1999, Mr.
Anderson will receive cash compensation totaling approximately $150,000 and will
continue to vest in his stock options through November 15, 2000, which will
result in a noncash charge of approximately $860,000. Both the cash charge
($150,000) and the noncash charge ($860,000) will be recorded in the quarter
ended March 31, 2000. Further, in accordance with the terms of his agreement,
if there is a change in control of the Company prior to November 15, 2000, Mr.
Anderson would immediately vest in 100% of the remaining unvested shares and
accordingly, a noncash charge would be recorded at that time.
On April 5, 2000 Jeff M. Cunningham was appointed to the Company's Board of
Directors as non-executive chairman. In accordance with the terms of a Stock
Purchase Plan and Subscription Agreement entered into as of that date, Mr.
Cunningham subscribed to purchase 431,499 shares of the Company's common stock
for $997,841 in cash, or $2.3125 per share which was the closing price per share
of the Company's common stock on April 5, 2000. In addition, on April 5, 2000
Mr. Cunningham was granted stock options under the 1999 Equity Compensation Plan
to purchase 141,905 at $4.50 per share and 125,622 shares at $3.75 per share.
The options vest over a 24 month period. The company will recognize compensation
expense of approximately $217,000 over the vesting period.
Legal Proceedings
On March 28, 2000, a purported class-action lawsuit was filed against the
Company and certain of its directors and officers, its auditor and underwriters
in the United States District Court for the Southern District of New York (Civil
Action No. 00CIV.2337). The complaint, which seeks an unspecified amount of
money damages, was filed by Brian DeMaria, a single stockholder, purportedly on
behalf of all stockholders who purchased shares of our stock during the period
from May 13, 1999 through March 27, 2000. The plaintiff alleges that the Company
violated federal securities laws by, among other things, misrepresenting and/or
omitting material information concerning the Company's financial results for the
quarter ended March 31, 1999, in its registration statement and prospectus filed
with the Securities and Exchange Commission in connection with the Company's
initial public offering. More particularly, the plaintiff alleges, among other
things, that the Company failed to disclose in its registration statement and
prospectus the fact that the Company incurred a net loss of approximately $6
million in the quarter ended March 31, 1999. The plaintiff alleges that the
information was not made public until May 24, 1999 when the Company issued a
press release with respect to the results for that quarter. The Company contends
that the loss for the quarter ended March 31, 1999. The Company intends to
vigorously defend against the lawsuit.
The following are descriptions of the revenue and expense components of our
statement of operations:
Online publishing revenue represents the sale of advertising, sponsorships
and hyperlinks in connection with our web sites. Such advertising is sold to
advertisers according to the cost per thousand impressions, or CPM, the
advertiser receives. The amount of advertising we sell is a function of (1) the
number of advertisements we have per page, (2) the number of visitors viewing
our pages, and (3) the capacity of our sales force. Revenue from advertising
sales is invoiced monthly based on the expected number of advertisement
impressions, or number of times that an advertisement is viewed. Revenue is
recognized monthly based on the percentage of impressions received to the total
number of impressions purchased. Revenue for impressions that have been invoiced
but not delivered is deferred. Hyperlinks to various third-party web sites are
sold for a fixed monthly fee, which is recognized as revenue in the month
earned. For our revenue sharing distribution arrangements with web site
operators, revenue is recorded on a gross basis, with payments for our
distribution arrangements being included in online publishing costs.
In June 1999, we were advised by Quicken.com that it would not be renewing
its distribution agreement with us. Quicken.com accounted for approximately 6%
of our total site traffic during the three months ended March 31, 1999.
Management does not believe that the loss of this distribution partner will have
a material adverse impact on future results of operations.
Print publishing and licensing revenue represents advertising revenue from
the sale of advertising in Consumer Mortgage Guide rate tables, newsletter
subscriptions, and licensing of research information. We charge a commission for
placement of Consumer Mortgage Guide in a print publication. Advertising revenue
and commission income is recognized when Consumer Mortgage Guide runs in the
publication. Revenue from our newsletters is recognized ratably over the period
of the subscription, which is generally up to one year. Revenue from the sale of
research information is recognized ratably over the contract period.
Online publishing costs represent expenses directly associated with the
creation of online publishing revenue. These costs include contractual revenue
sharing obligations resulting from our distribution arrangements (distribution
payments), editorial costs, and allocated overhead. Distribution payments are
made to web site operators for visitors directed to our web sites. These costs
increase with gains in traffic to our sites. Editorial costs relate to writers
and editors who create original content for our online publications and
associates who build web
<PAGE>
pages. These costs have increased as we have added online publications and
co-branded versions of our sites under distribution arrangements. These sites
must be maintained on a daily basis.
Print publishing and licensing costs represent expenses directly associated
with print publishing revenue. These costs include contractual revenue sharing
obligations with newspapers related to Consumer Mortgage Guide, personnel costs,
printing and allocated overhead.
Sales costs represent direct selling expenses, principally for online
advertising, and include sales commissions, personnel costs and allocated
overhead.
Marketing costs represent expenses associated with expanding brand awareness
of our products and services to consumers and include advertising, including
banner advertising, marketing and promotion costs.
Product research costs represent expenses related to gathering data on
banking and credit products and include compensation and benefits, facilities
costs, telephone costs and computer systems expenses.
General and administrative costs represent compensation and benefits for
administration, advertising management, accounting and finance, facilities
expenses, professional fees and non-allocated overhead.
Depreciation and amortization represents the cost of capital asset
acquisitions spread over their expected useful lives. These expenses are spread
over three to seven years and are calculated on a straight-line basis.
Goodwill amortization represents the excess of the purchase price over the
fair market value of net assets acquired spread over the expected benefit
periods which is between three to five years.
Noncash stock based compensation represents expenses associated with stock
grants to our officers and employees as additional compensation for their
services.
Other income (expense) is comprised of interest income on invested cash and
interest expense. Also included is a noncash finance charge recorded upon the
conversion of a note payable to a stockholder into shares of convertible
preferred stock which, upon completion of our IPO, was subsequently converted
into common stock.
We have compared our results of operations for the years ended December 31,
1999 and 1998, and the years ended June 30, 1998 and 1997.
The following table displays our results for the respective periods expressed
as a percentage of total revenues.
<TABLE>
<CAPTION>
Year Six Months Year Year
Ended Ended Ended Ended
December 31, December 31, June 30, June 30,
1999 1998 1998 1997
------- ------ ------ ------
<S> <C> <C> <C> <C>
Revenue:
Online publishing 70.1% 52.1% 33.4% 19.1%
Print publishing and licensing 28.7% 47.9% 66.6% 80.9%
Other 1.2% 0.0% 0.0% 0.0%
------- ------ ------ ------
Total revenue 100.0% 100.0% 100.0% 100.0%
------- ------ ------ ------
Cost of operations:
Online publishing 39.5% 28.2% 22.4% 22.9%
Print publishing and licensing 19.7% 31.7% 51.1% 46.6%
Sales 23.5% 23.6% 17.3% 3.5%
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Marketing 140.9% 8.8% 3.8% 0.1%
Product research 24.6% 26.4% 31.7% 28.3%
General and administrative expenses 59.5% 25.1% 43.3% 30.2%
Depreciation and amortization 4.7% 2.8% 1.7% 2.9%
Goodwill amortization 5.4% 0.0% 0.0% 0.0%
Noncash stock based compensation 27.3% 19.3% 2.3% 0.0%
------- ------ ------ ------
Total cost of operations 345.2% 165.9% 173.7% 134.6%
------- ------ ------ ------
Loss from operations (245.2%) (65.9%) (73.7%) (34.6%)
------- ------ ------ ------
Other income (expense):
Interest income 9.0% 0.5% 1.4% 0.1%
Interest expense (1.9%) (0.4%) (0.2%) (3.4%)
Noncash financing charge (21.9%) 0.0% 0.0% 0.3%
Other 0.2% 5.3% 0.0% 0.0%
Other income (expense), net (14.7%) 5.5% 1.2% (3.0%)
------- ------ ------ ------
Loss before income taxes (259.9%) (60.4%) (72.4%) (37.6%)
Income taxes
Net loss (259.9%) (60.4%) (72.4%) (37.6%)
------- ------ ------ ------
Accretion of Convertible Series A and
Series B preferred stock to redemption value (18.8%) 0.0% 0.0% 0.0%
Charge for conversion of nonredeemable convertible
Series A preferred stock to redeemable 0.0% (127.9%) 0.0% 0.0%
------- ------ ------ ------
Net loss applicable to common stock (278.7%) (188.3%) (72.4%) (37.6%)
======= ====== ====== ======
</TABLE>
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
The following table displays selected financial data for the year ended
December 31, 1999 and unaudited selected financial data for the years ended
December 31, 1998 and 1997 for comparison and analysis purposes.
<TABLE>
<CAPTION>
Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
1999 1998 1997
------------ ------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Consolidated Statement of Operations Data:
(In thousands, except share and per share amounts)
Revenue:
Online publishing $ 8,497 $ 2,582 $ 847
Print publishing and licensing 3,473 3,039 2,260
Other 148 -- --
------------ ------------ ------------
Total revenue 12,118 5,621 3,107
------------ ------------ ------------
Cost of operations:
Online publishing 4,786 1,520 671
Print publishing and licensing 2,387 2,105 1,578
Sales 2,851 1,365 159
Marketing 17,079 432 19
Product research 2,984 1,639 855
General and administrative expenses 7,206 1,840 1,278
Depreciation and amortization 574 140 67
Goodwill amortization 655 -- --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <S> <C> <C>
Noncash stock based compensation 3,305 757 --
------------ ------------ ------------
Total cost of operations 41,827 9,798 4,627
------------ ------------ ------------
Loss from operations (29,709) (4,177) (1,520)
------------ ------------ ------------
Other income (expense) 877 203 (10)
Noncash financing charge (2,656) -- --
------------ ------------ ------------
Loss before income taxes (31,488) (3,974) (1,530)
------------ ------------ ------------
Income taxes -- -- --
Net loss (31,488) (3,974) (1,530)
Accretion of Convertible Series A and
Series B preferred stock to redemption value (2,281) -- --
Charge for conversion of nonredeemable
convertible Series A preferred stock to
redeemable -- (4,438) --
Net loss applicable to common stock $ (33,769) $ (8,412) $ (1,530)
============ ============ ============
Basic and diluted net loss per share $ (3.34) $ (2.14) $ (0.35)
============ ============ ============
Weighted average shares outstanding used in
basic and diluted per-share calculation 10,113,928 3,925,597 4,383,586
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
As of
December 31,
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Consolidated Balance Sheet Data:
(In thousands)
Cash and cash equivalents $ 22,504 $ 1,633 $ 1,113
Working capital 13,144 658 564
Total assets 33,462 3,099 1,783
Subordinated note payable 4,350 -- --
Redeemable preferred stock -- 12,198 --
Total stockholders' equity (deficit) 17,445 (10,985) 2,447
</TABLE>
Revenue
Total revenue for the year ended December 31, 1999 of $12,117,512 increased
$6,495,983, or 116%, over the comparable period in 1998. Online publishing
revenue increased $5,914,461, or 229%, to $8,496,905 and represented 70% of
total revenue compared to 46% in 1998. These increases were due to higher levels
of advertising sales and higher advertising rates facilitated by an increase in
advertising inventory resulting from an increase in the number of distribution
partners and higher overall site traffic. Additionally, in July 1999, the
Company launched a multi-media integrated communications program to establish
brand awareness and build site traffic. This program included a print
advertising campaign with insertions in news, business, computer and personal
finance publications; an online banner and sponsorship program; a comprehensive
public relations program; and various media delivery systems including
television. Beginning in January 2000, the Company substantially reduced its
levels of spending on marketing compared to the second half of 1999,which could
have the effect of substantially slowing down our revenue growth.
Print publishing and licensing revenue increased $433,695, or 14%, to
$3,472,780 due primarily to a $618,713, or 48%, increase in Consumer Mortgage
Guide revenues. This increase was a result of an increased sales effort, higher
rates charged per unit sale and an increase in the number of advertisers.
Cost of Operations
Online publishing costs increased 215% to $4,785,889 for the year ended
December 31, 1999 from $1,519,755 in the comparable period in 1998. This
$3,266,134 increase was due to higher advertising costs, expenses incurred in
promoting and staffing theWhiz.com, GreenMagazine.com and Consejero.com,
increases in revenue sharing obligations and higher personnel costs.
Print publishing and licensing costs increased 13% to $2,387,229 during the
year ended December 31, 1999 from $2,104,960 in 1998, due primarily to higher
revenue sharing payments to newspapers based on higher levels of revenue.
Sales costs for the year ended December 31, 1999 were $1,485,559, or 109%,
higher than 1998 due to higher human resource costs as a result of a doubling of
the sales force staff, lead generators and telemarketers, and the opening of the
Northern California and Chicago sales offices.
Marketing expenses of $17,078,673 for the year ended December 31, 1999 were
$16,646,246 higher than in 1998 primarily due to online advertising monies spent
for bankrate.com, theWhiz.com, Consejero.com and GreenMagazine.com with the goal
of driving more online traffic to our web sites. In July 1999, the Company
launched a multi-media integrated communications program to establish brand
awareness and build site traffic. This program included a print advertising
campaign with insertions in news, business, computer and personal finance
publications; an online banner and sponsorship program; a comprehensive public
relations program; and various media delivery systems including television.
Beginning in January 2000, the Company substantially reduced its levels of
spending on marketing compared to the second half of 1999, which could have the
effect of substantially slowing down our revenue growth.
Product research costs increased $1,345,691, or 82%, for the year ended
December 31, 1999 compared to 1998 due to higher personnel expenses to support
the growth in hyperlinked advertisers, Consumer Mortgage Guide advertisers, new
editorial newspaper tables and an expanded number of markets to support
additional advertisements and co-branding. Additionally, quality control
personnel have been added to lend support to this growth.
General and administrative expenses of $7,206,075 for the year ended December
31, 1999 were $5,366,481, or 292%, higher than the comparable period in 1998 due
primarily to higher human resource costs, facilities and professional services
expenses supporting the growth in the business. Approximately $1,089,000 of this
increase relates to Pivot which was acquired in August, 1999.
Depreciation and amortization of $573,706 for the year ended December 31,
1999 was $433,637, or 310%, higher compared to 1998 due to purchases of
software, computer equipment and components, and the acquisition of Pivot in
August, 1999. Goodwill amortization of $557,541 and $98,124 is a result of the
Pivot and Green acquisitions, respectively. Goodwill of $4,609,015 and $883,117
was recorded for Pivot and Green, respectively, and is being amortized over a
three-year period.
Noncash stock based compensation expense of $3,305,104 was recorded in the
year ended December 31, 1999 compared to $757,563 in the same period in 1998. In
1999 and 1998, approximately $2,113,000 and $460,000, respectively, was recorded
as a result of a variable stock option arrangement with our former President and
Chief Executive Officer. The variable stock option arrangement was terminated in
March 1999. Approximately $1,120,000 was recorded for options granted under the
1997 and 1999 Equity Compensation Plans during the first quarter of 1999 below
fair market value on the date of grant. In 1998, compensation expense was
recorded in connection with certain restricted stock grants.
A noncash financing charge of $2,656,000 was recorded in March 1999 compared
to none in 1998. In March 1999 one of the Series B convertible preferred
stockholders loaned us $1,000,000, at 8% interest due April 9, 1999. If unpaid
on April 9, 1999 the loan, plus accrued interest, converted to fully paid Series
B convertible preferred stock at a conversion price of $2.97 per share. On April
9, 1999 the principal amount of the loan plus accrued interest was converted
into 6,784 shares of Series B convertible preferred stock and, accordingly, the
finance charge was recorded.
Interest income of $1,090,409 for the year ended December 31, 1999 was up from
$36,006 in the comparable 1998 period due to investing the proceeds from our
initial public offering in short-term, interest bearing instruments. Interest
expense was up $213,855 over the comparable period in 1998 due to the increase
in debt associated with equipment under capital leases and the 10% convertible
subordinated note payable issued in connection with the Pivot acquisition.
Year Ended June 30, 1998 Compared to Year Ended June 30, 1997
Revenues
Total revenue increased to $3,841,000 in fiscal 1998 from $2,543,000 in
fiscal 1997, representing a 51% increase.
Online publishing revenue increased to $1,282,000 in fiscal 1998 from
$485,000 in fiscal 1997, representing a 164% increase. This increase was due to
more advertisements being sold, higher advertising rates and an increase in
inventory available for sale. A change of site design for bankrate.com to allow
for a larger number of advertisements per page also contributed to the revenue
growth.
<PAGE>
Print publishing and licensing revenue increased to $2,559,000 in fiscal
1998 from $2,058,000 in fiscal 1997, representing a 24% increase. The increase
resulted from the sale of a higher number of advertisements for Consumer
Mortgage Guide, which resulted primarily from growth in the number of
participating newspapers.
Cost of Operations
Online publishing costs increased to $862,000 in fiscal 1998 from $582,000
in fiscal 1997, representing a 48% increase. The increase resulted from higher
payments made under distribution arrangements and additional editorial staff.
Print publishing and licensing costs increased to $1,962,000 in fiscal 1998
from $1,186,000 in fiscal 1997, representing a 65% increase. The increase was
substantially a result of higher payments to newspapers given the higher level
of Consumer Mortgage Guide revenues.
Sales costs increased to $665,000 in fiscal 1998 from $90,000 in fiscal
1997, representing a 639% increase. The increase was due to additional sales
staff, higher commissions resulting from increased revenues and higher
commission rates for our online sales staff.
Marketing costs increased to $145,000 in fiscal 1998 from $1,485 in fiscal
1997, representing a 9,664% increase. The increase was due to the hiring of a
public relations firm to promote our expanded online activities and the costs of
creating and producing sales-materials for online advertising. Additional costs
were incurred in fiscal 1998 when we purchased such advertising to test its
effectiveness in increasing visitors to bankrate.corn.
Product research costs increased to $1,216,000 in fiscal 1998 from $721,000
in fiscal 1997, representing a 69% increase. The increase was principally
related to the addition of 20 local markets in which we conducted research and
an expansion in the number of products for which we gathered data.
General and administrative costs increased to $1,663,000 in fiscal 1998 from
$768,000 in fiscal 1997, representing a 117% increase. The increase was
principally related to the hiring of new senior management, expansion of office
space and additional professional fees.
Depreciation and amortization decreased to $67,000 in fiscal 1998 from
$74,000 in fiscal 1997, representing a 9% decrease.
Quarterly Results of Operations
The following table presents certain unaudited quarterly statement of
operations data for each of the last 8 quarters through the year ended December
31, 1999. The information has been derived from our unaudited consolidated
financial statements. In the opinion of our management, the unaudited financial
statements have been prepared on a basis consistent with the financial
statements which appear elsewhere in this Form 10-K and include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair statement
of the financial position and results of operations for such unaudited periods.
Historical results are not necessarily indicative of results to be expected in
the future.
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31, 1998
March 31 June 30 September 30 December 31
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Online publishing $ 328 $ 446 $ 817 $ 992
Print publishing and licensing 622 757 766 894
Other -- -- -- --
-------- -------- -------- --------
Total revenue 950 1,203 1,583 1,886
Online publishing 210 331 458 521
Print publishing and licensing 536 468 495 606
Sales 139 409 442 375
Marketing 47 80 49 256
Product research 286 437 435 481
General and administrative expenses 422 546 426 445
Depreciation and amortization 21 21 42 56
Goodwill amortization -- -- -- 260
Noncash stock based compensation -- 89 409 --
-------- -------- -------- --------
Total cost of operations 1,661 2,381 2,756 3,000
-------- -------- -------- --------
Loss from operations (711) (1,178) (1,173) (1,114)
8 3 5 187
-- -- -- --
-------- -------- -------- --------
$ (703) $ (1,175) $ (1,168) $ (927)
======== ======== ======== ========
<CAPTION>
Year Ended December 31, 1999
March 31 June 30 September 30 December 31
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Online publishing $ 1,370 $ 1,926 $ 2,417 $ 2,785
Print publishing and licensing 856 886 880 850
Other -- -- 36 111
-------- -------- -------- --------
Total revenue 2,226 2,812 3,333 3,746
Online publishing 672 945 1,235 1,933
Print publishing and licensing 583 608 585 612
Sales 511 772 749 819
Marketing 714 1,987 6,274 8,104
Product research 569 659 810 946
General and administrative expenses 577 1,162 1,858 3,610
Depreciation and amortization 71 105 177 220
Goodwill amortization -- -- 198 458
Noncash stock based compensation 1,908 711 351 335
-------- -------- -------- --------
Total cost of operations 5,605 6,949 12,237 17,037
-------- -------- -------- --------
Loss from operations (3,379) (4,137) (8,904) (13,291)
8 213 404 254
(2,656) -- -- --
-------- -------- -------- --------
$ (6,027) $ (3,924) $ (8,500) $(13,037)
======== ======== ======== ========
</TABLE>
Liquidity and Capital Resources
ilife.com, Inc. has been funded using capital raised from shareholders, and
most recently, from the proceeds of our initial public offering in May 1999. As
of December 31, 1999, we had working capital of $13,143,967. Cash used in
operating activities was $19,279,973, $1,207,153, $2,760,717 and $833,716 for
the year ended December 31, 1999, the six months ended December 31, 1998 and the
years ended June 30, 1998 and 1997, respectively, and was primarily for funding
operating losses due to the continued expansion of our online publishing efforts
through personnel acquisitions and marketing expenditures.
Cash used in investing activities was primarily for the purchase of computer
and office equipment and furniture. Additionally, during the year ended December
31, 1999, cash was used to acquire CPNet.com, Pivot and certain assets and
liabilities of Green Magazine, Inc. as well as certain other intellectual
property rights.
Net cash provided from financing activities in 1999 consisted of a
$1,000,000 convertible promissory note to one of the Series B preferred
stockholders which was subsequently converted to shares of Series B preferred
stock and ultimately into common stock in connection with the IPO, as well as
the net cash proceeds from our initial public offering of $41,300,631. Other
financing activities included cash used for payments on capital lease
liabilities. During the six months ended December 31, 1998 and the years ended
June 30, 1998 and 1997, cash flows from financing activities consisted primarily
of the cash proceeds from the issuance of preferred stock.
In connection with the acquisition of Pivot in August, 1999 the Company
signed a $4,350,000 five-year convertible subordinated note payable to Pivot's
former owner. The note bears interest at 10% and is due in one payment on August
20, 2004. Interest is due beginning August 20, 2002 and thereafter every six
months until conversion or payment in full. The note is convertible at any time
by the holder into 625,000 shares of our common stock.
We have incurred net losses in each of our last four fiscal years. We had an
accumulated deficit of approximately $42 million as of December 31, 1999. We
anticipate that we will incur operating losses and negative cash flows in the
foreseeable future due to high levels of planned expenditures to enhance our
services, develop new content, build brand awareness and hire personnel to
support our growth.
The Company is working to manage its cash by actively controlling expenses and
pursuing additional sources of revenue. For instance, the Company substantially
reduced marketing expenditures beginning January 2000 compared to the second
half of 1999, and has current plans to sell or curtail development of certain
non-core Web sites, including CPNet.com. Based on these actions and the
Company's current plan, we believe our existing liquidity and capital resources
will be sufficient to satisfy our cash requirements into 2001. There are no
assurances that such actions will ensure cash sufficiency into 2001 or that
reducing marketing expenses would not potentially curtail revenue growth.
The Company is also committed to rationalizing its ownership of ancillary,
non-core business units that have historically had significant negative cash
contributions. This effort could include: changing these non-core business
units' strategy and/or focus, seeking out strategic or financial partners,
selling/divesting these assets, or closing them. The beginning of these efforts
is our current plan to sell CPNet.com. These actions should result in lower
operating expenses, and may result in the Company receiving additional capital
and/or equity in other companies. In addition, some of these actions, if taken,
could result in material charges to operations and, could potentially result in
lower that anticipated revenue growth.
The Company may consider additional options, which include, but are not
limited to, the following: forming strategic partnerships or alliances;
considering other strategic alternatives, including: a merger or sale of the
Company, or an acquisition ; or raising new debt and/or equity capital. There
can be no assurance that we will be able to raise such funds or realize our
strategic alternatives on favorable terms or at all.
Further, due to the purported class-action lawsuit which the Company intends
to vigorously defend, management could be required to spend significant amounts
of time and resources defending this matter which may impact our ability to
manage the Company.
<PAGE>
Recent Accounting Pronouncements
In June 1997, SFAS No. 130, "Reporting Comprehensive Income," was issued and
was adopted by the Company as of July 1, 1998. SFAS 130 establishes standards
for reporting and display of comprehensive income and its components in a full
set of general-purpose financial statements. This statement requires that an
enterprise (1) classify items of other comprehensive income by their nature in
financial statements and (2) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of statements of financial position. Comprehensive
income is defined as the change in equity during the financial reporting period
of a business enterprise resulting from non-owner sources. Comprehensive income
equals the net loss for all periods presented.
In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") No. 98-1, "Software for Internal
Use," which provides guidance on accounting for the cost of computer software
developed or obtained for internal use. The adoption of SOP 98-1 in the first
quarter of 1999 did not have an impact on the Company's financial position,
results of operations or cash flows.
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued. SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. SFAS
No. 133 requires that changes in the derivative's fair value be recognized
currently in the statement of operations unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the statement
of operations, and requires that a company formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting. SFAS No.
133 is effective for fiscal years beginning after June 15, 2000. A company may
also implement the provision of SFAS No. 133 as of the beginning of any fiscal
quarter after issuance. SFAS No. 133 cannot be applied retroactively, and must
be applied to (1) derivative instruments and (2) certain derivative instruments
embedded in hybrid contracts that were issued acquired, or substantively
modified after December 31, 1997. The Company has not yet determined the
applicability SFAS No. 133.
Income Taxes
Our effective tax rate differs from the statutory federal income tax rate,
primarily as a result of the uncertainty regarding our ability to utilize our
net operating loss carryforwards. Due to the uncertainty surrounding the timing
or realization of the benefits of net operating loss carryforwards in future tax
returns, have placed a valuation allowance against its otherwise recognizable
deferred tax assets. At December 31, 1999, we had approximately $32,624,000 of
net operating loss carryforwards for tax reporting purposes available to offset
future taxable income. Intelligent Life's net operating loss carryforwards
expire from 2012 through 2019. The Tax Reform Act of 1986 imposes substantial
restrictions on the utilization of net operating losses and tax credits in the
event of an "ownership
<PAGE>
change" of a corporation. Due to the change in our ownership interests in the
third quarter of 1997 and the acquisition of Pivot in August 1999, future
utilization of our net operating loss carryforwards will be subject to certain
limitations or annual restrictions. See Note 9 of Notes to Consolidated
Financial Statements appearing elsewhere in this Form 10-K.
Year 2000 Compliance
The Year 2000 computer problem refers to the potential for system and
processing failures of date-related data as a result of computer-controlled
systems using two digits rather than four to define the applicable year. For
example, software programs that have time-sensitive components may recognize a
date represented as "00" as the year 1900 rather than the year 2000. This could
result in a system failure causing disruptions to our operations.
Our internal information technology and non-information technology systems
are generally licensed from third parties rather than being internally
developed. Our research and subscription systems are two of the major
information technology systems that have been internally developed. No
non-information technology systems have been internally developed. We have
received written certifications from all manufacturers of third-party systems
that they are Year 2000 compliant. We have completed the inventory and testing
of our mission critical hardware systems, including the routers and servers by
which we provide services to our customers.
Additionally, we have been advised that all of our mission critical
operating software has been tested by the manufacturers as well as internally
tested. All of the mission critical hardware and software passed our
predetermined Year 2000 criteria for compliance.
Our business is also dependent upon the computer-controlled systems of third
parties such as suppliers, customers and service providers. A systemic failure
outside of our control, such as a prolonged loss of Internet,
telecommunications, electrical or telephone services could prevent users from
accessing our web sites, which could have a material adverse effect on our
business.
We have experienced no material Year 2000 problems in the brief period since
January 1, 2000. We continue to monitor our systems for Year 2000 compliance.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
PAGE
Reports of Independent Auditors..........................................
Consolidated Balance Sheets as of December 31, 1999 and 1998.............
Consolidated Statements of Operations for the Year Ended
December 31, 1999, the Six Months Ended December 31, 1998, and the
Years Ended June 30, 1998 and 1997.....................................
Consolidated Statements of Redeemable Stock and Stockholders' Equity
(Deficit)for the Year Ended December 31, 1999, the Six Months Ended
December 31, 1998, and the Years Ended June 30, 1998 and 1997.........
Consolidated Statements of Cash Flows for the Year Ended
December 31, 1999, the Six Months Ended December 31, 1998, and the
Years Ended June 30, 1998 and 1997.....................................
Notes to Consolidated Financial Statements...............................
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
ilife.com, Inc.:
We have audited the accompanying consolidated balance sheets of ilife.com, Inc.
(formerly Intelligent Life Corporation) and subsidiary as of December 31, 1999
and 1998, and the related consolidated statements of operations, redeemable
stock and stockholders' equity (deficit) and cash flows for the year ended
December 31, 1999, the six months ended December 31, 1998, and the year ended
June 30, 1998. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ilife.com, Inc. and
subsidiary as of December 31, 1999 and 1998, and the results of their operations
and their cash flows for the year ended December 31, 1999, the six months ended
December 31, 1998, and the year ended June 30, 1998 in conformity with generally
accepted accounting principles.
KPMG LLP
Atlanta, Georgia
January 28, 2000
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
ilife.com, Inc.:
We have audited the accompanying balance sheet of ilife.com, Inc. (formerly
Intelligent Life Corporation), as of June 30, 1997, and the related statements
of operations, redeemable stock and stockholder's equity (deficit), and cash
flows for the two years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimated by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ilife.com, Inc. (formerly
Intelligent Life Corporation) as of June 30, 1997,and the results of its
operations and its cash flows of for the two years then ended in conformity with
generally accepted accounting principles.
Thomas & Clough Co., P.A.
Palm Beach, Florida
July 23, 1998
<PAGE>
ilife.com, Inc. and Subsidiary
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Assets
Cash and cash equivalents $ 22,503,540 $ 1,633,100
Accounts receivable, net of allowance for doubtful accounts
of $235,000 and $24,847 at December 31, 1999 and 1998, respectively 1,480,904 538,536
Other current assets 383,292 109,488
------------ ------------
Total current assets 24,367,736 2,281,124
Furniture, fixtures and equipment, net 2,488,394 813,659
Intangible assets, net 5,051,373 4,569
Other assets 1,554,254 --
------------ ------------
Total assets $ 33,461,757 $ 3,099,352
============ ============
Liabilities, Redeemable Stock and Stockholders' Equity (Deficit)
Liabilities:
Accounts payable $ 2,758,166 $ 308,667
Accrued stock compensation expense 1,159,309 --
Other accrued expenses 6,170,267 588,212
Deferred revenue 659,392 612,660
Current portion of obligations under capital leases 229,740 113,405
Other current liabilities 246,895 --
------------ ------------
Total current liabilities 11,223,769 1,622,944
10% Convertible subordinated note payable 4,350,000 --
Other liabilities 442,543 263,009
------------ ------------
Total liabilities 16,016,312 1,885,953
------------ ------------
Commitments and contingencies
Redeemable Convertible Series A preferred stock, noncumulative, par value
$.01 per share, liquidation value $65 per share, stated at redemption
value -- 90,000 shares authorized; no shares issued or outstanding at
December 31, 1999 and 89,612 shares issued and outstanding at
December 31, 1998 -- 10,215,768
Redeemable Convertible Series B preferred stock, noncumulative, par value $.01 per share,
liquidation value $114 per share, stated at redemption value -- 30,000 shares authorized;
no shares issued or outstanding at December 31, 1999 and 17,575 shares issued and outstanding at
December 31, 1998 -- 1,982,535
Redeemable Common Stock:
Redeemable common stock, par value $.01 per share, redemption value $0.52 per share --
no shares issued or outstanding at December 31, 1999 and 454,170 shares issued and outstanding
at December 31, 1998 -- 236,168
Loan receivable for redeemable common stock -- (236,168)
Stockholders' equity (deficit):
Preferred stock, 10,000,000 shares authorized and undesignated -- --
Common stock, par value $.01 per share-- 100,000,000 shares authorized; 13,540,988 and
4,053,200 shares issued and outstanding at December 31, 1999 and 1998, respectively 135,410 40,532
Additional paid in capital 59,543,111 --
Unamortized stock compensation expense -- (280,690)
Accumulated deficit (42,233,076) (10,744,746)
------------ ------------
Total stockholders' equity (deficit) 17,445,445 (10,984,904)
------------ ------------
Total liabilities stockholders' equity (deficit) $ 33,461,757 $ 3,099,352
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
ilife.com, Inc. and Subsidiary
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Six Months
Year Ended Ended Year Ended Year Ended
December 31, 1999 December 31, 1998 June 30, 1998 June 30, 1997
------------------ ----------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue:
Online publishing $ 8,496,905 $ 1,808,877 $ 1,281,284 $ 484,511
Print publishing and licensing 3,472,780 1,660,314 2,559,293 2,058,045
Other 147,827 -- -- --
------------ ------------ ------------ ------------
Total revenue 12,117,512 3,469,191 3,840,577 2,542,556
------------ ------------ ------------ ------------
Cost of operations:
Online publishing 4,785,889 978,964 862,007 582,399
Print publishing and licensing 2,387,229 1,100,693 1,961,714 1,185,969
Sales 2,850,669 817,403 665,007 89,848
Marketing 17,078,673 304,919 145,632 1,485
Product research 2,984,283 915,961 1,215,888 720,508
General and administrative expenses 7,206,075 871,057 1,663,728 767,957
Depreciation and amortization 573,706 98,491 66,666 73,754
Goodwill amortization 655,665 -- -- --
Noncash stock based compensation 3,305,104 669,000 88,563 --
------------ ------------ ------------ ------------
Total cost of operations 41,827,293 5,756,488 6,669,205 3,421,920
------------ ------------ ------------ ------------
Loss from operations (29,709,781) (2,287,297) (2,828,628) (879,364)
------------ ------------ ------------ ------------
Other income (expense):
Interest income 1,090,409 18,924 52,351 2,141
Interest expense (232,504) (12,433) (6,216) (85,870)
Noncash financing charge (2,656,000) -- -- 7,473
Other 19,546 185,588 -- --
------------ ------------ ------------ ------------
Other income (expense), net (1,778,549) 192,079 46,135 (76,256)
------------ ------------ ------------ ------------
Loss before income taxes (31,488,330) (2,095,218) (2,782,493) (955,620)
Income taxes -- -- -- --
------------ ------------ ------------ ------------
Net loss (31,488,330) (2,095,218) (2,782,493) (955,620)
Accretion of Convertible Series A and
Series B preferred stock to redemption value (2,281,000) -- -- --
Charge for conversion of nonredeemable convertible
Series A preferred stock to redeemable -- (4,438,141) -- --
------------ ------------ ------------ ------------
Net loss applicable to common stock $(33,769,330) $ (6,533,359) $ (2,782,493) $ (955,620)
============ ============ ============ ============
Basic and diluted net loss per share $ (3.34) $ (1.63) $ (0.72) $ (0.20)
============ ============ ============ ============
Weighted average shares outstanding used in
basic and diluted per-share calculation 10,113,928 4,018,700 3,846,200 4,743,590
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
ilife.com, Inc. and Subsidiary
Consolidated Statements of Redeemable Stock and Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Redeemable Redeemable
Convertible Series A Convertible Series B
Preferred Stock Preferred Stock
Shares Amount Shares Amount
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balances, June 30, 1996 -- $ -- -- $ --
Stockholder loans contributed to capital -- -- -- --
Exchange of common stock for preferred stock
by principal stockholder -- -- -- --
Issuance of preferred stock, net of issuance costs -- -- -- --
Net loss for the period -- -- -- --
Reclassification of accumulated deficit to
additional paid in capital due to change from
S corporation to C corporation -- -- -- --
------------ ------------ ------------ ------------
Balances, June 30, 1997 -- -- -- --
Issuance of preferred stock, net of issuance costs -- -- -- --
Stockholder loans converted to preferred stock -- -- -- --
Redeemable common stock issued -- -- -- --
Compensation expense related to common stock
vesting -- -- -- --
Net loss for the period -- -- -- --
------------ ------------ ------------ ------------
Balances, June 30, 1998 -- -- -- --
Issuance of common stock -- -- -- --
Compensation expense related to common stock grants -- -- -- --
Issuance of preferred stock, net of issuance costs -- -- 17,575 1,982,535
Conversion of nonredeemable convertible Series A
preferred stock to redeemable 89,612 10,215,768 -- --
Net loss for the period -- -- -- --
------------ ------------ ------------ ------------
Balances, December 31, 1998 89,612 10,215,768 17,575 1,982,535
Accretion of Series A and Series B preferred stock
to redemption value -- 1,908,000 -- 373,000
Conversion of Series A and Series B preferred
stock to common stock (89,612) (12,123,768) (17,575) (2,355,535)
Issuance and conversion of promissory note to
Series B preferred stock and conversion of Series B
preferred stock to common stock -- -- -- --
Foregiveness of note receivable for redeemable
common stock, reclassification of redeemable
common stock to common stock, cancellation of the
put right associated with such shares and
reacquisition of forfeited shares -- -- -- --
Initial public offering of common stock -- -- -- --
Compensation relating to stock grants -- -- -- --
Common stock issued for the acquisition of
Green Magazine, Inc. -- -- -- --
Net loss for the period -- -- -- --
------------ ------------ ------------ ------------
Balances, December 31, 1999 -- $ -- -- $ --
============ ============ ============ ============
<CAPTION>
Redeemable Common Stock Convertible Series A
Note Preferred Stock
Shares Amount Receivable Shares Amount
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balances, June 30, 1996 -- $ -- $ -- -- $ --
Stockholder loans contributed to capital -- -- -- -- --
Exchange of common stock for preferred stock
by principal stockholder -- -- -- 23,076 1,499,940
Issuance of preferred stock, net of issuance costs -- -- -- 30,770 1,962,168
Net loss for the period -- -- -- -- --
Reclassification of accumulated deficit to
additional paid in capital due to change from
S corporation to C corporation -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balances, June 30, 1997 -- -- -- 53,846 3,462,108
Issuance of preferred stock, net of issuance costs -- -- -- 28,074 1,815,519
Stockholder loans converted to preferred stock -- -- -- 7,692 500,000
Redeemable common stock issued 454,170 236,168 (236,168) -- --
Compensation expense related to common stock
vesting -- -- -- -- --
Net loss for the period -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balances, June 30, 1998 454,170 236,168 (236,168) 89,612 5,777,627
Issuance of common stock -- -- -- -- --
Compensation expense related to common stock grants -- -- -- -- --
Issuance of preferred stock, net of issuance costs -- -- -- -- --
Conversion of nonredeemable convertible Series A
preferred stock to redeemable -- -- -- (89,612) (5,777,627)
Net loss for the period -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balances, December 31, 1998 454,170 236,168 (236,168) -- --
Accretion of Series A and Series B preferred stock
to redemption value -- -- -- -- --
Conversion of Series A and Series B preferred
stock to common stock -- -- -- -- --
Issuance and conversion of promissory note to
Series B preferred stock and conversion of Series B
preferred stock to common stock -- -- -- -- --
Foregiveness of note receivable for redeemable
common stock, reclassification of redeemable
common stock to common stock, cancellation of the
put right associated with such shares and
reacquisition of forfeited shares (454,170) (236,168) 236,168 -- --
Initial public offering of common stock -- -- -- -- --
Compensation relating to stock grants -- -- -- -- --
Common stock issued for the acquisition of
Green Magazine, Inc. -- -- -- -- --
Net loss for the period -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balances, December 31, 1999 -- $ -- $ -- -- $ --
============ ============ ============ ============ ============
<CAPTION>
Unamortized
Additional Stock
Common Stock Paid in Compensation
Shares Amount Capital Expense
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balances, June 30, 1996 5,000,000 $ 50,000 $ 535,000 $ --
Stockholder loans contributed to capital -- -- 1,536,922 --
Exchange of common stock for preferred stock
by principal stockholder (1,153,800) (11,538) (1,488,402) --
Issuance of preferred stock, net of issuance costs -- -- -- --
Net loss for the period -- -- -- --
Reclassification of accumulated deficit to
additional paid in capital due to change from
S corporation to C corporation -- -- (583,520) --
------------ ------------ ------------ ------------
Balances, June 30, 1997 3,846,200 38,462 -- --
Issuance of preferred stock, net of issuance costs -- -- -- --
Stockholder loans converted to preferred stock -- -- -- --
Redeemable common stock issued -- -- 354,253 (354,253)
Compensation expense related to common stock
vesting -- -- -- 88,563
Net loss for the period -- -- -- --
------------ ------------ ------------ ------------
Balances, June 30, 1998 3,846,200 38,462 354,253 (265,690)
Issuance of common stock 207,000 2,070 266,930 (269,000)
Compensation expense related to common stock grants -- -- 415,000 254,000
Issuance of preferred stock, net of issuance costs -- -- -- --
Conversion of nonredeemable convertible Series A
preferred stock to redeemable -- -- (1,036,183) --
Net loss for the period -- -- -- --
------------ ------------ ------------ ------------
Balances, December 31, 1998 4,053,200 40,532 -- (280,690)
Accretion of Series A and Series B preferred stock
to redemption value -- -- (2,281,000) --
Conversion of Series A and Series B preferred
stock to common stock 5,359,350 53,593 14,425,710 --
Issuance and conversion of promissory note to
Series B preferred stock and conversion of Series B
preferred stock to common stock 339,200 3,392 3,659,608 --
Foregiveness of note receivable for redeemable
common stock, reclassification of redeemable
common stock to common stock, cancellation of the
put right associated with such shares and
reacquisition of forfeited shares 189,238 1,893 1,890,417 220,690
Initial public offering of common stock 3,500,000 35,000 41,265,596 --
Compensation relating to stock grants -- -- -- 60,000
Common stock issued for the acquisition of
Green Magazine, Inc. 100,000 1,000 582,780 --
Net loss for the period -- -- -- --
------------ ------------ ------------ ------------
Balances, December 31, 1999 13,540,988 $ 135,410 $ 59,543,111 $ --
============ ============ ============ ============
<CAPTION>
Total
Stockholders'
Accumulated Equity
Deficit (Deficit)
------------ ------------
<S> <C> <C>
Balances, June 30, 1996 $ (2,092,977) $ (1,507,977)
Stockholder loans contributed to capital -- 1,536,922
Exchange of common stock for preferred stock
by principal stockholder -- --
Issuance of preferred stock, net of issuance costs -- 1,962,168
Net loss for the period (955,620) (955,620)
Reclassification of accumulated deficit to
additional paid in capital due to change from
S corporation to C corporation 583,520 --
------------ ------------
Balances, June 30, 1997 (2,465,077) 1,035,493
Issuance of preferred stock, net of issuance costs -- 1,815,519
Stockholder loans converted to preferred stock -- 500,000
Redeemable common stock issued -- --
Compensation expense related to common stock
vesting -- 88,563
Net loss for the period (2,782,493) (2,782,493)
------------ ------------
Balances, June 30, 1998 (5,247,570) 657,082
Issuance of common stock -- --
Compensation expense related to common stock grants -- 669,000
Issuance of preferred stock, net of issuance costs -- --
Conversion of nonredeemable convertible Series A
preferred stock to redeemable (3,401,958) (10,215,768)
Net loss for the period (2,095,218) (2,095,218)
------------ ------------
Balances, December 31, 1998 (10,744,746) (10,984,904)
Accretion of Series A and Series B preferred stock
to redemption value -- (2,281,000)
Conversion of Series A and Series B preferred
stock to common stock -- 14,479,303
Issuance and conversion of promissory note to
Series B preferred stock and conversion of Series B
preferred stock to common stock -- 3,663,000
Foregiveness of note receivable for redeemable
common stock, reclassification of redeemable
common stock to common stock, cancellation of the
put right associated with such shares and
reacquisition of forfeited shares -- 2,113,000
Initial public offering of common stock -- 41,300,596
Compensation relating to stock grants -- 60,000
Common stock issued for the acquisition of
Green Magazine, Inc. -- 583,780
Net loss for the period (31,488,330) (31,488,330)
------------ ------------
Balances, December 31, 1999 $(42,233,076) $ 17,445,445
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
ilife.com, Inc. and Subsidiary
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months
Year Ended Ended
December 31, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Cash flows used in operating activities:
Net loss $(31,488,330) $ (2,095,218)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 1,229,371 98,491
Noncash stock compensation 3,305,104 669,000
Noncash financing charge 2,656,000 --
Provision for doubtful accounts 210,153 --
Changes in operating assets and liabilities:
Increase in accounts receivable (1,156,584) (216,021)
(Increase) decrease in other assets (1,895,649) (84,375)
Increase (decrease) in accounts payable 2,187,572 102,876
Increase in accrued expenses 5,366,537 181,554
Increase in other current liabilities 311,027 --
Increase (decrease) in deferred revenue (5,174) 136,540
------------ ------------
Total adjustments 12,208,357 888,065
------------ ------------
Net cash used in operating activities (19,279,973) (1,207,153)
------------ ------------
Cash flows used in investing activities:
Purchases of equipment (1,395,079) (26,875)
Acquisitions, net of cash acquired (536,983) --
------------ ------------
Net cash used in investing activities (1,932,062) (26,875)
------------ ------------
Cash flows from financing activities:
Loans from stockholders 1,000,000 --
Principal payments on capital lease obligations (218,156) (25,834)
Proceeds from issuance of preferred stock -- 1,982,535
Proceeds from issuance of common stock 41,300,631 --
------------ ------------
Net cash provided by financing activities 42,082,475 1,956,701
------------ ------------
Net increase (decrease) in cash and cash equivalents 20,870,440 722,673
Cash and equivalents, beginning of period 1,633,100 910,427
------------ ------------
Cash and equivalents, end of period $ 22,503,540 $ 1,633,100
============ ============
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 74,641 $ 12,433
============ ============
Supplemental schedule of noncash investing and finance activities:
Equipment acquired under capital leases $ 314,000 $ 380,000
============ ============
Accounts payable related to recapitalization and issuance of stock $ -- $ --
============ ============
Stockholder loans contributed to capital for preferred stock $ -- $ --
============ ============
Conversion of nonredeemable convertible Series A preferred stock
to redeemable and related charge $ -- $ 14,653,909
============ ============
Accretion of Series A and Series B preferred stock to redemption value $ 2,281,000 $ --
============ ============
Conversion of Series A and Series B preferred stock to common stock $ 14,479,303 $ --
============ ============
Issuance of common stock for business acquired $ 584,000 $ --
============ ============
Convertible subordinated note issued in connection with
business acquired $ 4,350,000 $ --
============ ============
<CAPTION>
Year Ended Year Ended
June 30, 1998 June 30, 1997
------------- -------------
<S> <C> <C>
Cash flows used in operating activities:
Net loss $ (2,782,493) $ (955,620)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 66,666 73,754
Noncash stock compensation 88,563 --
Noncash financing charge -- --
Provision for doubtful accounts -- --
Changes in operating assets and liabilities:
Increase in accounts receivable (42,451) (109,793)
(Increase) decrease in other assets (22,305) 7,480
Increase (decrease) in accounts payable (168,214) 59,238
Increase in accrued expenses 118,932 218,705
Increase in other current liabilities -- --
Increase (decrease) in deferred revenue (19,415) (127,480)
------------ ------------
Total adjustments 21,776 121,904
------------ ------------
Net cash used in operating activities (2,760,717) (833,716)
------------ ------------
Cash flows used in investing activities:
Purchases of equipment (407,203) (90,501)
Acquisitions, net of cash acquired -- --
------------ ------------
Net cash used in investing activities (407,203) (90,501)
------------ ------------
Cash flows from financing activities:
Loans from stockholders 500,000 687,000
Principal payments on capital lease obligations -- --
Proceeds from issuance of preferred stock, net 1,815,519 2,000,045
Proceeds from issuance of common stock, net -- --
------------ ------------
Net cash provided by financing activities 2,315,519 2,687,045
------------ ------------
Net increase (decrease) in cash and cash equivalents (852,401) 1,762,828
Cash and equivalents, beginning of period 1,762,828 --
------------ ------------
Cash and equivalents, end of period $ 910,427 $ 1,762,828
============ ============
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 6,216 $ 113,200
============ ============
Supplemental schedule of noncash investing and finance activities:
Equipment acquired under capital leases $ 18,000 $ --
============ ============
Accounts payable related to recapitalization and issuance of stock $ -- $ 37,877
============ ============
Stockholder loans contributed to capital for preferred stock $ 500,000 $ 1,536,922
============ ============
Charge for conversion of nonredeemable convertible Series A preferred
stock to redeemable $ -- $ --
============ ============
Accretion of Series A and Series B preferred stock to redemption value $ -- $ --
============ ============
Conversion of Series A and Series B preferred stock to
common stock $ -- $ --
============ ============
Issuance of common stock for business acquired $ -- $ --
============ ============
Convertible subordinated note issued in connection with
business acquired $ -- $ --
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
ILIFE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Ilife.com, Inc. (the "Company") creates, produces, broadcasts and syndicates
personal finance information for the online consumer public through a broad
portfolio of Web sites, print publications and television programs. The
Company's wholly-owned subsidiary, Professional Direct Agency, Inc. ("Pivot"),
is a virtual insurance agency and fulfillment/call center specializing in direct
insurance sales over the Internet and through other direct media. The Company's
personal finance portal, www.ilife.com, features original content that deals
with financial planning, taxes, insurance, investing and banking. The Company is
organized under the laws of the state of Florida. Under the provisions of the
Internal Revenue Code of 1986, as amended, the Company elected to be taxed as an
S Corporation. On June 19, 1997, the Company ceased to be an S Corporation and
became a C corporation for income tax purposes.
On November 12, 1999, the Company changed its name from Intelligent Life
Corporation to ilife.com, Inc.
The Company has incurred net losses in each of its last four fiscal years. We
had an accumulated deficit of approximately $42 million as of December 31, 1999.
We anticipate that we will incur operating losses and negative cash flows in the
foreseeable future due to high levels of planned expenditures to enhance our
services, develop new content, build brand awareness and hire personnel to
support our growth.
The Company is working to manage its cash by actively controlling expenses and
pursuing additional sources of revenue. For instance, the Company substantially
reduced marketing expenditures beginning January 2000 compared to the second
half of 1999, and has current plans to sell or curtail development of certain
non-core web sites, including CPNet.com. Based on these actions and the
Company's current plan, we believe our existing liquidity and capital resources
will be sufficient to satisfy our cash requirements into 2001. There are no
assurances that such actions will ensure cash sufficiency into 2001 or that
reducing marketing expenses would not potentially curtail revenue growth.
The Company is also committed to rationalizing its ownership of ancillary,
non-core business units that have historically had significant negative cash
contributions. This effort could include: changing these non-core business
units' strategy and/or focus, seeking out strategic or financial partners,
selling/divesting these assets, or closing them. The beginning of these efforts
is our current plan to sell CPNet.com. These actions should result in lower
operating expenses, and may result in the Company receiving additional capital
and/or equity in other companies. In addition, some of these actions, if taken,
could result in material charges to operations and, could potentially result in
lower that anticipated revenue growth.
The Company may consider additional options, which include, but are not
limited to, the following: forming strategic partnerships or alliances;
considering other strategic alternatives, including: a merger or sale of the
Company, or an acquisition; or raising new debt and/or equity capital. There
can be no assurance that we will be able to raise such funds or realize our
strategic alternatives on favorable terms or at all.
Further, due to the purported class-action lawsuit discussed in Note 12 which
the Company intends to vigorously defend, management could be required to spend
significant amounts of time and resources defending this matter which may impact
our ability to manage the Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Change of Fiscal Year
On April 12, 1999, the Company's Board of Directors approved changing the
Company's fiscal year-end from June 30 to December 31.
<PAGE>
Consolidation
The consolidated financial statements include the accounts of ilife.com,
Inc. and it's wholly-owned subsidiary, Professional Direct Agency, Inc.
("Pivot"). All material intercompany accounts and transactions have been
eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent gains and losses at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents. The cost of
these investments approximates fair value.
Fixed Assets
Property and equipment are stated at cost and are depreciated on a
straight-line basis over the estimated useful lives of the assets which range
from three to seven years. Leasehold improvements are amortized on a
straight-line basis over the shorter of the lease term or the estimated useful
lives of the improvements. Equipment under capital leases are stated at the
present value of the future minimum lease payments.
Intangible Assets
Intangible assets consist primarily of goodwill resulting from the
acquisitions of CPNet.com, Pivot and certain assets and liabilities of Green
Magazine, Inc. (Note 5), and trademarks. Goodwill is being amortized on a
straight-line basis over three to five years, the estimated benefit period.
Trademarks are being amortized over their estimated useful lives, which are
approximately five years, on a straight-line basis. The Company reviews it
intangible assets for impairment whenever events or changes in circumstances
indicate the carrying amount of the assets may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of the assets to future undiscounted net cash flows expected to
be generated by the assets. If such assets are considered to be impaired, the
impairment to be recognized is measured by which the carrying amount of the
assets exceeds the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs to sell.
Basic and Diluted Net Loss Per Share
The Company computes net loss per share in accordance with the provisions of
Statement of Financial Standards No. 128, "Earnings per Share" ("FAS 128") and
Staff Accounting Bulletin No. 98 ("SAB 98"). Under FAS 128 and SAB 98, basic and
diluted net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of common
shares outstanding for the period. The calculation of diluted net loss per share
excludes common stock equivalents, consisting of outstanding stock options in
1999 and outstanding stock options, redeemable preferred stock and convertible
preferred stock for 1998 and 1997, as the effect of their conversion to common
stock would be antidilutive.
Common stock equivalents that could potentially dilute basic earnings per
share in the future were not included in diluted earnings per share because
their effect on periods presented was antidilutive total 1,888,358 at December
31, 1999.
<PAGE>
Stock-Based Compensation
The Company accounts for stock-based compensation arrangements in accordance
with the provisions of Accounting Principles Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees", and complies with the disclosure
requirements of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation". Under APB 25, compensation cost, if any, for
fixed plan accounting, is recognized over the respective vesting period based on
the difference, on the grant date, between the fair value of the Company's
common stock and the exercise price.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Revenue Recognition
The Company generates revenue from two primary sources: online publishing
and print publishing and licensing.
Online publishing-
The Company sells graphical advertisements for its various Internet sites
(including co-branded sites) consisting of banner and billboard advertisements.
Advertising sales are invoiced monthly based on the expected number of
advertisement "impressions" or the number of times the advertisement is viewed
by users of the Company's Internet sites. Revenue is recognized monthly based on
the percentage of actual impressions to the total number of impressions
contracted. Revenue for impressions invoiced but not delivered is deferred. The
Company is also involved in revenue sharing arrangements with its online
partners where the consumer uses co-branded sites principally hosted by the
Company. Revenue is effectively allocated to each partner based on the
percentage of advertisement views at each site. The allocated revenues are
shared according to distribution agreements. Revenue is recorded gross and
partnership payments are recorded in cost of operations. The Company also sells
hyperlinks to various third-party Internet sites that generate a fixed monthly
fee, which is recognized in the month earned.
Print publishing and licensing-
The Company sells advertisements for consumer mortgage rate tables. The
rate tables and advertising are published in various newspapers under revenue
sharing arrangements. Revenue is recognized when the tables are run in the
respective newspaper. Revenue is recorded gross and revenue sharing payments are
recorded in cost of operations. In addition, the Company earns subscription
revenue from the four newsletters. Revenue is recognized ratably over the period
of the subscription, which is generally up to one year. The Company also earns
print revenue through other means including licensing data for insertion into
newspapers and web sites and by providing product rates and yields to financial
institutions for publication. Revenue is recognized ratably over the contract
period.
Marketing Expenses
Marketing includes advertising costs, which are charged to expense as
incurred. Advertising costs were $16,459,305, $304,919, $145,632 and $1,485 for
the year ended December 31, 1999, the six month period ended December 31, 1998
and the years ended June 30, 1998 and 1997, respectively.
Comprehensive Income
No statements of comprehensive income (loss) have been included in the
accompanying consolidated financial statements since comprehensive income (loss)
and net loss presented in the accompanying consolidated statements of
operations, redeemable stock and stockholders' equity (deficit) and statements
of cash flows would be the same.
<PAGE>
Segment Reporting
Effective January 1, 1998, the Company adopted SFAS No. 131, "Disclosures
About Segments of an Enterprise and Related Information". The Company operates
in three business divisions consisting of five reportable segments. The three
business divisions consist of online publishing, print publishing and licensing
and insurance sales.
Recent Accounting Pronouncements
In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") No. 98-1, "Software for Internal
Use," which provides guidance on accounting for the cost of computer software
developed or obtained for internal use. The adoption of SOP 98-1 in the first
quarter of 1999 did not have an impact on the Company's financial position,
results of operations or cash flows.
In June 1998, Statement of Financial Accounting Standards No. 133 ("SFAS
No. 133"), "Accounting for Derivative Instruments and Hedging Activities", which
was subsequently deferred by SFAS No. 137. SFAS No. 133 establishes accounting
and reporting standards for derivative instruments, including derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for all fiscal years beginning after June 15, 2000. The Company
has not yet determined the applicability of SFAS No. 133.
NOTE 3 - CAPITALIZATION
Initial Public Offering
On May 13, 1999 the Company completed an initial public offering ("IPO") of
3,500,000 shares of the Company's common stock resulting in net proceeds of
approximately $41.3 million. Upon closing of the IPO, both classes of
outstanding redeemable convertible preferred stock converted to common stock at
50 shares of common stock for each share of redeemable convertible preferred
stock. Additionally, upon the effective date of the IPO, the Company's articles
of incorporation were further amended and restated to among other matters,
designate 10 million shares of preferred stock with respect to which the Board
will have the authority to designate rights and privileges.
Stock Splits
In June 1997 and August 1997, the Company authorized and executed a 100-for-1
and a 10-for-1 stock split, respectively. Additionally, on April 9, 1999, the
Company authorized and executed a 5 to 1 stock split, effected as a stock
dividend, of each issued and outstanding share of common stock. The information
in the accompanying consolidated financial statements has been retroactively
restated to reflect the effects of these stock splits and dividend.
Authorized Shares
In April 1999, the Company amended and restated its articles of
incorporation. As a result, the total number of shares which the Company is
authorized to issue is 100,120,000; 100,000,000 of these shares are Common
stock, each having a par value of $.01; and 120,000 shares are Preferred stock,
each having a par value of $.01, of which 90,000 shares are Series A Convertible
Preferred stock and 30,000 are Series B Convertible Preferred stock.
Common Stock and Convertible Preferred Stock
In 1997, a director and then sole stockholder, Peter C. Morse ("Morse"),
contributed loans due to him to additional paid in capital in the aggregate
amounts of $1,536,922.
In June 1997, the Company and certain investors entered into a Series A
Preferred Stock Purchase Agreement ("the Agreement"). The Series A Preferred
Stock is voting, non-cumulative and preferred as to the first $4.55 per share
per year of funds legally available and declared by the Board of Directors, has
a liquidation preference above common stockholders of $65.00 per share, each
share is convertible into 50 shares of common stock at a conversion price of
$1.30, and has other rights and preferences. Pursuant to the Agreement,
investors acquired 30,770 shares of Series A Preferred Stock at $65.00 per
share. During 1997, Morse exchanged 1,153,800 shares of common stock for 23,076
shares of Series A preferred.
<PAGE>
In August and September 1997, 11,538 shares of Series A Preferred Stock were
issued at $65.00 per share, resulting in net proceeds to the Company of
$740,709.
In October 1997, an additional 1,154 shares of Series A Preferred Stock were
issued at $65.00 per share, resulting in net proceeds to the Company of $75,000.
Investors agreed to acquire 23,074 shares of Series A Preferred Stock at $65.00
per share, resulting in net proceeds to the Company of $1,499,810. This purchase
included the contribution of loans due to Morse in the amount of $200,000 and
the contribution of $300,000 in loans due to other investors for an aggregate of
7,692 shares of Series A Preferred Stock.
In November, 1998, the Series A Preferred Stock was converted from
non-redeemable Preferred Stock to redeemable Preferred Stock. This transaction
was treated as an extinguishment and the new instrument was recorded at fair
value on the conversion date. The difference between the fair value on the
conversion date and the carrying value was charged to equity.
In November 1998, the Company and certain investors entered into a Series B
Preferred Stock Purchase Agreement. Pursuant to this agreement, 17,575 shares of
Series B Preferred Stock were issued at $113.80 per share, resulting in net
proceeds to the Company of $1,982,535. The Series B Preferred Stock is voting,
non-cumulative and preferred as to the first $8.00 per share per year out of
funds legally available and declared by the Board of Directors, has liquidation
preferences over the Series A Preferred and common stockholders of $113.80 per
share, each share is convertible into 50 shares of common stock at a conversion
price of $2.28, and has other rights and preferences.
The redemption clause of the Series A and Series B Preferred Stock allows the
holders of 20% or more of the aggregate number of shares of common stock
issuable upon conversion of the Series A and Series B Preferred then outstanding
to redeem their shares on or after January 2, 2003, provided that the maximum
number of shares of Series A and Series B Preferred which the Company is
obligated to redeem does not exceed the aggregate of 35,729 shares prior to
January 3, 2004 and 71,458 shares prior to January 3, 2005, and thereafter the
Company is obligated to redeem all such shares outstanding as to which such
right has been exercised. The redemption price is equal to the greatest of (as
defined in the respective agreement) (x) the Series A liquidation preference or
Series B liquidation preference, applicable to such shares or (y) the fair
market value of such shares or (z) an amount per share of Series A or Series B
Preferred equal to ten (10) times the net after tax earnings per share for the
most recently completed fiscal year of the Company times the number of shares of
common stock issuable upon the conversion of one (1) share of Series A or Series
B Preferred and the conversion price then in effect. The Company recorded
accretion on the Series A and Series B Preferred Stock equal to the difference
between the net proceeds received and the redemption amount of approximately
$14,500,000 based on the estimated fair value at December 31, 1998 using the
interest method from the conversion date for the Series A Preferred and original
issue date for the Series B Preferred through the final redemption date of
January 3, 2005.
Upon closing of the IPO, both classes of outstanding redeemable convertible
preferred stock converted to 5,359,350 shares of common stock at 50 shares of
common stock for each share of redeemable convertible preferred stock.
Loan From Stockholder
On March 9, 1999, one of the Series B convertible preferred stockholders
loaned the Company $1,000,000 bearing interest at 8%, due April 9, 1999. If
unpaid on the due date, the note was to convert into fully paid Series B
convertible preferred stock at a conversion price of $2.97 per share. On April
9, 1999, the principal amount of the loan plus accrued interest was converted
into 6,784 shares of Series B convertible preferred stock. The Company recorded
a finance charge of $2,656,000 representing the difference between the estimated
fair market value of the common stock (as if the 6,784 shares were converted) at
date of issuance and the $2.97 conversion price. Upon closing of the IPO, the
preferred stock was converted into 339,200 shares of common stock at 50 shares
of common stock for each share of convertible preferred stock.
Restricted Stock Grants
In August 1998, the Company entered into a Restricted Stock Grant Agreement
(the "Stock Agreement") with an employee of the Company (the "Grantee") that
provides for the issuance of restricted stock to the Grantee in accordance with
the 1997 Equity Compensation Plan (Note 4) in satisfaction of certain
obligations as described in an employment agreement between the Company and the
Grantee. The Company issued 207,000 shares of its common stock to the Grantee in
August 1998, subject to restrictions set forth in the Stock Agreement.
Restrictions lapsed on 138,000 shares during 1998 and the remainder lapsed in
1999. Total compensation expense recognized by the Company over the vesting
<PAGE>
period was $269,000 (based on estimated values from other transactions involving
sales of the Company's stock) of which $60,000 and $209,000 was recognized in
the year ended December 31, 1999 and the six month period ended December 31,
1998, respectively.
In March 1998, the Company entered into a Restricted Stock Grant Agreement
(the "Grant Agreement") with an officer of the Company (the "Officer") that
provided for the issuance of restricted stock to the Officer in accordance with
the 1997 Equity Compensation Plan (Note 4). On March 23, 1998, the Company
issued 454,170 shares of its common stock to the Officer for an aggregate
consideration of $236,168, which was paid by an interest-bearing promissory note
from the Officer. The Officer had a put right which required the Company to
repurchase the shares at the same price the Officer paid for the shares
including interest. Restriction lapsed as follows: 113,540 shares on July 1,
1998, and 9,460 shares on the first day of each month starting August 1, 1998
and ending July 1, 2001. In accordance with Emerging Issues Task Force 95-16,
this arrangement was accounted for as a variable plan which requires increases
or decreases in stock based compensation expense based on increases or decreases
in the fair market value of the Company's common stock. Compensation expense
recognized in accordance with FASB Interpretation No. 28 was approximately
$2,113,000, $460,000 and $88,000 for the year ended December 31, 1999, the six
months ended December 31, 1998 and the year ended June 30, 1998, respectively,
based on estimated values from other transactions involving sales of the
Company's stock.
On March 10,1999 the note receivable for the restricted stock grant to the
Officer was forgiven, the unvested shares (264,932) were effectively forfeited,
the Officer's put right was cancelled, and certain other changes were made.
Accordingly, "fixed" option accounting treatment was established on this date.
NOTE 4 - STOCK OPTION PLANS
1997 Equity Compensation Plan
During 1997, the Company adopted the 1997 Equity Compensation Plan (the
"Plan") to provide directors, officers, non-employee members of the Board of
Directors of the Company and certain consultants and advisors with the
opportunity to receive grants of incentive stock options, non-qualified stock
options and restricted stock. The Board of Directors has the sole authority to
determine who receives such grants, the type, size and timing of such grants,
and specify the terms of any noncompetition or other agreements relating to the
grants. The aggregate number of common shares that may be issued under the Plan
was 900,000. In January 1999, the Company amended the Plan to increase the
number of shares authorized to 1,500,000 shares. As of December 31, 1999 570,142
shares were available for grant under the Plan.
The exercise price of any option grant shall be determined by the Board of
Directors and may be equal to, greater than, or less than the fair market value
of the stock on the grant date. Provided, however, that the exercise price shall
be equal to or greater than the fair market value of the stock on the date of
grant and an option may not be granted to an employee who at the time of the
grant owns more than 10 % of the total combined voting power of all classes of
stock of the Company, unless the exercise price is not less than 110 % of the
fair market value of the stock on the date of the grant. Options granted
generally vest over four years, 25% after the first year and monthly thereafter
over the remaining three years, and expire ten years after the date of grant.
On March 2 and March 12, 1999, the Company granted 201,720 and 5,000 options,
respectively, under the Plan to purchase common stock at $2.97 per share. The
options vest over a 48 month period and, accordingly, the Company is recognizing
compensation expense of approximately $1,620,000 ratably over the vesting
period.
On April 12, 1999, the Board approved grants under the Plan for outside
directors of the Company. Under these grants, 80,000 options were granted on May
13, 1999 to purchase common stock at $13.00 per share. The options vest over 48
months and expire 10 years from date of grant, unless prohibited by the 1997
Plan.
1999 Equity Compensation Plan
In March 1999, the Company's stockholders approved the 1999 Equity
Compensation Plan (the "1999 Plan"), to provide designated employees of the
Company, certain consultants and non-employee members of the Board of Directors
with the opportunity to receive grants of incentive stock options, nonqualified
stock options and restricted stock. The 1999
<PAGE>
Plan is authorized to grant options for up to 1,500,000 shares. Options granted
generally vest over four years, 25% after the first year and monthly thereafter
over the remaining three years, and expire ten years after the date of grant. As
of December 31, 1999 541,500 shares were available for grant under the 1999
Plan.
In March 1999, the Company granted 358,500 options to an officer (the
"Officer") of the Company to purchase shares of common stock at $2.97 which vest
over a 36 month period. The Company is recognizing compensation expense of
approximately $2,807,000 ratably over the vesting period.
The per share weighted average fair value of stock options granted during the
year ended December 31, 1999 was between $9.70 and $13.00, and was between $0.40
and $1.30 for the six months ended December 31, 1998, and was approximately
$0.40 for the year ended June 30, 1998 on the date of grant using the
Black Scholes option pricing model. The following weighted average assumptions
were used: expected volatility of 100% in 1999 and 0% for the six months ended
December 31, 1998 and the year ended June 30, 1998, expected dividend yield of
0% for all periods presented, risk-free interest rates of 6.50% for the year
ended December 31, 1999 and 5.50% for the six months ended December 31, 1998 and
the year ended June 30, 1998, and expected lives of 5 years for all periods
presented. No options were granted in 1997.
Pro Forma Disclosures Under SFAS No. 123
The Company applies APB Opinion No. 25 in accounting for its Plan. Had the
Company determined compensation cost based on the fair value at the grant date
for its stock options under SFAS No. 123, the net losses would have increased to
the pro forma amounts indicated below:
<TABLE>
<CAPTION>
Year Ended Six months Ended Year Ended
December 31, 1999 December 31, 1998 June 30, 1998 June 30, 1997
----------------- ----------------- -------------- --------------
<S> <C> <C> <C> <C>
Net loss applicable to common stock
As reported $ (33,769,330) $ (6,533,359) $ (2,782,493) $ (955,620)
Pro forma (35,429,943) (6,548,359) (2,792,493) (955,620)
Basic net loss per common share-as reported (3.34) (1.63) (0.72) (0.20)
Basic net loss per common share-pro-forma (3.50) (1.63) (0.73) (0.20)
</TABLE>
<PAGE>
Stock option activity during the year ended December 31, 1999, the six month
period ended December 31, 1998, and the years ended June 30, 1998 and 1997 is as
follows:
Number of Price Per Weighted Average
Shares Share Exercise Price
--------- ------------- ---------------
Balance, June 30, 1996 -- $ -- $ --
Granted -- -- --
Exercised -- -- --
Forfeited -- -- --
Expired -- -- --
--------- ------------- ----------
Balance, June 30, 1997 -- -- --
Granted 89,530 1.30 1.30
Exercised -- -- --
Forfeited -- -- --
Expired -- -- --
--------- ------------- ----------
Balance, June 30, 1998 89,530 1.30 1.30
Granted 102,750 1.30 1.30
Exercised -- -- --
Forfeited -- -- --
Expired -- --
--------- ----------
Balance, December 31, 1998 192,280 1.30
Granted 1,725,036 1.30 to 13.00 7.01
Exercised -- -- --
Forfeited (28,958) 1.30 to 13.00 6.63
Expired -- -- --
--------- ------------- ----------
Balance, December 31, 1999 1,888,358 $ 6.43
========= ===========
Additional information with respect to outstanding options as of December 31,
1999 is as follows:
Options Outstanding Options Exercisable
- --------------------------------------------------------- --------------------
Weighted Average Average Average
Number Remaining Exercise Number Exercise
Prices of Shares Contractual Life Price of Shares Price
- ------------ ---------- ---------------- ---------- --------- --------
$ 1.30 206,897 8.67 $ 1.30 69,711 $ 1.30
2.97 565,220 9.17 2.97 89,625 2.97
13.00 544,000 9.36 13.00 -- --
4.50-12.38 357,441 9.61 5.37 -- --
3.75-6.63 214,800 9.76 5.65 -- --
--------- -------
1,888,358 159,336
========= =======
NOTE 5 - ACQUISITIONS
CPNet.com
In January 1999, the Company acquired all of the assets of CPNet.com,
excluding cash and real or personal property leases, for $25,000 in cash and
stock options. An additional payment of $25,000 was made to the sellers in
January 2000. The transaction was accounted for using the purchase method of
accounting. The net assets acquired were estimated to be at fair market value.
The excess of the purchase price over the fair value of the net assets acquired
(approximately $50,000) was recorded as goodwill and is being amortized over 5
years, the expected
<PAGE>
benefit period. The sellers were employed by the Company and were granted 30,000
options under the 1997 Equity Compensation Plan with an exercise price of $1.30
which vest over a 48 month period. The Company will incur total compensation
expense of approximately $45,000 over the vesting period. CPNet.com's historical
statements of operations were not material to the Company.
Professional Direct Agency, Inc. ("Pivot")
On August 20, 1999, the Company acquired Pivot pursuant to a Stock Purchase
Agreement, dated August 20, 1999, by and between the Company, the shareholders
of Pivot and The Midland Life Insurance Company ("Midland"), a note and warrant
holder of Pivot (the "Agreement"), for approximately $4,744,000 including
acquisition costs. Pursuant to the Agreement, the Company acquired a 100%
interest in Pivot and as a result of the acquisition, Pivot became a
wholly-owned subsidiary. The transaction was accounted for using the purchase
method of accounting. The net assets acquired were estimated to be at fair
market value. The excess of the purchase price over the fair value of the net
assets acquired (approximately $4,609,000) was recorded as goodwill and is being
amortized over three years, the expected benefit period.
The total consideration paid in connection with the acquisition consisted
of $290,000 in cash paid to the Pivot shareholders and a $4,350,000 five-year
convertible subordinated note to Midland. The note bears interest at 10% and is
due in one payment on August 20, 2004. Interest is due beginning on August 20,
2002 and thereafter every six months until conversion or payment in full. The
note is convertible at any time by Midland into 625,000 shares of our common
stock. The Company has the right to require conversion beginning any time after
the earlier of (1) August 20, 2000 or (2) the date that the Company files a
registration statement under the Securities Act of 1933, as amended (the "Act"),
registering the conversion shares for sale under the Act; provided that, within
the 55-day period immediately prior to the date the Company notifies Midland of
the required conversion, the closing price of our common stock has been at least
$10.00 per share for at least twenty consecutive trading days.
Pivot is a virtual insurance agency and fulfillment/call center specializing
in direct insurance sales over the Internet and through other direct media.
Green Magazine, Inc. ("Green")
On August 27, 1999, the Company acquired certain assets and assumed certain
liabilities of Green pursuant to an Asset Purchase Agreement, dated August 27,
1999, by and among the Company, Green, Kenneth A. Kurson, John F. Packel and
James Michaels (the "Agreement"), for approximately $831,000 including
acquisition costs. Pursuant to the Agreement, the Company acquired the rights to
all agreements, contracts, commitments, licenses, copyrights, trademarks and the
subscriber/customer list of Green. Kenneth A. Kurson and John F. Packel were
also employed by the Company. The total consideration paid was approximately
$784,000 consisting of $200,000 in cash and 100,000 unregistered shares of the
Company's common stock valued at approximately $584,000. The transaction was
accounted for using the purchase method of accounting. The net assets acquired
were estimated to be at fair market value. The excess of the purchase price over
the fair value of the net assets acquired (approximately $883,000) was recorded
as goodwill and is being amortized over three years, the expected benefit
period.
Green delivers personal finance and investment advice through its magazine
publication, through Kenneth A. Kurson's appearances on national broadcast media
and through its interactive web site www.greenmagazine.com.
Supplemental Pro Forma Information (Unaudited)
The following unaudited pro forma condensed consolidated results of
operations for ilife.com, Pivot and Green are presented as if the acquisitions
had occurred at the beginning of each period presented. These results are not
necessarily indicative of the actual results that would have occurred if these
acquisitions had taken place at the beginning of each period presented. For the
year ended December 31, 1998 Pivot's year ended June 30, 1999 statement of
operations was utilized since Pivot began operations in June 1998 (twelve month
period included).
<PAGE>
Year Ended December 31,
1999 1998
------------ ------------
Revenue $ 12,175,117 $ 5,682,357
Cost of operations 45,473,396 14,518,454
Loss from operations (33,298,279) (8,836,097)
Net loss (37,683,498) (13,510,694)
Basic and diluted net loss per share $ (3.70) $ (3.36)
Weighted average shares 10,213,928 4,025,597
The following adjustments were made to the historical statements of
operations to arrive at the unaudited pro forma condensed consolidated results
of operations shown above.
Pivot
(A) Eliminate interest expense on the loan payable to the former note and
warrant holder.
(B) Record goodwill amortization.
(C) Interest expense on convertible subordinated note payable to the former note
and warrant holder.
Green
(A) Record goodwill amortization.
(B) Record additional shares of common stock issued.
<PAGE>
NOTE 6 - FINANCIAL STATEMENT DETAILS
Furniture, Fixtures and Equipment-
Furniture, fixtures and equipment consist of the following:
December 31,
1999 1998
----------- -----------
Furniture and fixtures $ 481,527 $ 159,674
Computers and software, including assets under
capital leases of $694,721 and $379,887 at
December 31, 1999 and 1998, respectively 1,640,422 872,163
Equipment, including assets under capital leases
$17,950 at December 31, 1999 and 1998 947,921 108,417
Leasehold improvements 291,381 12,879
Land 63,354 --
----------- -----------
3,424,605 1,153,133
Less: accumulated depreciation and amortization,
including amounts related to assets under capital
leases of $253,134 and $31,194 at December 31, 1999
and 1998, respectively (936,211) (339,474)
----------- -----------
$ 2,488,394 $ 813,659
=========== ===========
Intangible Assets-
Intangible assets consist of the following:
December 31,
1999 1998
----------- -----------
Goodwill $ 5,558,832 $ --
Trademarks and URL's 177,973 5,550
Other 151,995 151,995
----------- -----------
5,888,800 157,545
Less: accumulated amortization (837,427) (152,976)
----------- -----------
$ 5,051,373 $ 4,569
=========== ===========
Amortization expense was $712,780, $543, $5,937and $8,960 for the year ended
December 31, 1999, the six month period ended December 31, 1998 and the years
ended June 30, 1998 and 1997, respectively.
<PAGE>
Other Assets-
Other assets consist of the following:
December 31,
1999 1998
---------- ---------
Restricted cash - letter of credit $ 436,905 $ --
Computers and software deposits 998,582 --
Deposits 118,767 --
---------- ---------
$1,554,254 $ --
========== =========
Restricted cash represents a prime money market account securing a ten year
irrevocable letter of credit required as a deposit on the lease of our new
corporate headquarters facility (Note 10) and rent escrow deposits.
Other Accrued Expenses-
Other accrued expenses consist of the following:
December 31,
1999 1998
---------- ----------
Accrued payroll and related benefits $ 330,466 $ 132,465
Vacation 259,419 129,050
Sales commissions 311,356 135,909
Marketing 4,612,254 --
Partner payments 140,231 71,068
Professional fees 503,384 --
Other 13,157 119,720
---------- ----------
$6,170,267 $ 588,212
========== ==========
NOTE 7 - SALE OF PUBLICATION
In December 1998, the Company sold substantially all of the assets, including
the intellectual property of one of its newsletters, Bank Advertising News. The
newsletter was sold for $125,000 in cash and assumed liabilities of
approximately $80,000. The gain on the sale was $185,588, net of $16,524 of
selling expenses, and has been recorded in other income.
Revenue for Bank Advertising News for the six month period ended December 31,
1998 and the year ended June 30, 1998 was $82,953 and $178,270, respectively.
Cost of operations for Bank advertising News for the six month period ended
December 31, 1998 and the year ended June 30, 1998 $53,138 and $57,445,
respectively. Net liabilities of Bank Advertising News at the date of sale were
approximately $80,000.
NOTE 8 - INCOME TAXES
The Company did not record any income tax expense during the year ended June
30, 1997 because it was operating as an S corporation. There was no pro forma
provision for income taxes for that year since the Company reported an operating
loss. The Company did not record any income tax expense or benefit for the year
ended December 31, 1999, the six months ended December 31, 1998 and the year
ended June 30, 1998 due to the losses incurred.
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities consist of the following:
<PAGE>
<TABLE>
<CAPTION>
Six Months
Year Ended Ended Year Ended
December 31, December 31, June 30,
1999 1998 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Deferred Tax Assets
Net operating loss carryforward $ 12,276,287 $ 1,983,228 $ 1,196,975 $ 9,811
Intangible assets and other 253,712 143,438 143,438 127,667
Allowance for doubtful accounts 88,431 9,350 9,011 --
Deferred compensation 436,248 -- -- --
------------ ------------ ------------ ------------
Total gross deferred tax assets 13,054,678 2,136,016 1,349,424 137,478
Less valuation allowance (12,984,981) (2,136,016) (1,349,424) (137,478)
------------ ------------ ------------ ------------
Net deferred tax assets 69,697 -- -- --
Deferred Tax Liabilities
Depreciation (69,697) -- -- --
------------ ------------ ------------ ------------
$ -- $ -- $ -- $ --
============ ============ ============ ============
</TABLE>
The valuation allowance for deferred tax assets as of December 31, 1999 and
1998, and as of June 30, 1998 and 1997 was $12,984,981, $2,136,016, $1,349,424
and $137,478, respectively. The net change in the total valuation allowance for
the year ended December 31, 1999, the six month period ended December 31, 1998
and the years ended June 30, 1998 and 1997, was an increase of $10,848,965,
$786,592, $1,211,946 and $137,478, respectively. In assessing the realizability
of deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The
ultimate realization is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred income tax liabilities,
projected future taxable income and tax planning strategies in making this
assessment.
An increase in the valuation allowance offset the deferred tax asset caused
by net operating losses which are not currently useable. This increase generates
the principal differences between the expected amounts of tax benefits computed
by applying the statutory Federal income tax rate to the Company's loss before
income taxes for the year ended December 31, 1999, the six month period ended
December 31, 1998 and the year ended June 30, 1998. The Company recorded no tax
benefit for these periods.
At December 31, 1999, the Company had net operating loss carryforwards of
approximately $32,624,000 which expire beginning in 2012 through 2019. The
amount of net operating loss carryforwards may be limited if the Company has an
ownership change. In the event of an ownership change, the amount of taxable
income of a loss corporation for any postchange year which may be offset by
prechange losses shall not exceed the Internal Revenue Code Section 382
limitation for such year. Generally, an ownership change occurs if a 5%
stockholder or any equity structure shift increases the percentage of the stock
of the loss corporation owned by more than 50 percentage points over the lowest
percentage of stock of the loss corporation owned by such stockholders at any
time during a three-year look back testing period. The Section 382 limitation is
equal to the value of the old loss corporation (before the ownership change)
multiplied by the Federal long-term tax-exempt rate.
NOTE 9 - OTHER RELATED PARTY TRANSACTIONS
The Company leases office space in North Palm Beach, Florida from Bombay
Holdings, Inc. ("Bombay") which is wholly owned by Peter C. Morse ("Morse"), a
director and majority stockholder. Total rent paid to Bombay for the year ended
December 31, 1999, the six month period ended December 31, 1998, and the years
ended June 30, 1998 and 1997 was $265,815, $99,192, $164,552 and $85,591,
respectively.
<PAGE>
Morse has from time to time advanced capital to the Company. Such loans for
the year ended December 31, 1999, the six month period ended December 31, 1998
and the years ended June 30, 1998 and 1997 amounted to $0, $0, $200,000 and
$687,000, respectively. Interest rates for the loans were 6.5% - 7%. During
1997, certain stockholder loans were contributed to capital ( Note 3).
Morse Partners, Ltd., a partnership controlled by Morse, advanced the
Company $138,750 during 1997 which has since been repaid.
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Leases
Bombay is wholly owned by Morse. The Company leases office space in North
Palm Beach, Florida from Bombay under the terms of lease agreements dated May 1,
1994 (amended July 28, 1998) and January 31, 1999. Both leases expire on August
31, 2000 and require the Company to pay a percentage of the common maintenance
charges. The lease payments are subject to an annual increase based on the
consumer price index of the Fort Lauderdale/Miami region.
Additional office space is leased in North Palm Beach, Florida under the
terms of a lease agreement dated July 17, 1999 which expires on September 17,
2000. Office space is leased in Miami, Florida under the terms of lease
agreements dated December 15, 1998 (amended July 8, 1999) expiring December 31,
2001, and an apartment is leased under the terms of a lease dated June 1 1999
expiring May 31, 2000. The Company leases office space in New York City under
the terms of a lease entered into on October 7, 1999 expiring September 30,
2006. Pivot leases office facilities in Columbus, Ohio under the terms of a
three year lease entered into on September 18, 1998. Facilities leased in Los
Angeles, California are on a month-to-month basis.
A lease agreement for new corporate office facilities to be constructed by
the lessor in Jupiter, Florida was entered into on September 27, 1999. The lease
term is ten years from occupancy, which is estimated to be sometime between
September 15 and November 30, 2000, with two five year renewal options. We
provided a $300,000 ten year irrevocable letter of credit to the lessor as a
security deposit (Note 6). Upon signing the lease agreement, a purchase
agreement was also executed on an adjoining 2.15 acre tract of land for
approximately $609,000. A $60,000 security deposit was paid with closing
expected by mid April 2000. This agreement provides that we may sell the
property back to the developer within 24 months of breaking ground on the
facility described above at our cost. The developer would then construct an
additional facility and lease it back to us at the same rental rate as the
original facility. After the 24 months expires, the property is not encumbered
by any other provisions.
Total rent expense for the year ended December 31, 1999, the six month period
ended December 31, 1998, and the years ended June 30, 1998 and 1997 amounted to
$485,718, $109,872, $164,552 and $85,591, respectively.
Future minimum lease payments under non-cancelable operating leases and
future minimum capital lease payments as of December 31, 1999 were:
<TABLE>
<CAPTION>
Operating Capital
Year Ending December 31, Leases Leases
----------- -----------
<S> <C> <C>
2000 $ 827,866 $ 281,633
2001 1,007,592 232,295
2002 844,244 40,504
2003 851,541 12,606
2004 857,545 --
Thereafter 4,452,122 --
----------- -----------
Total minimum lease payments $ 8,840,910 567,038
===========
Less amount representing interest at rates ranging from 3.94% to 23.23% (52,618)
-----------
Present value of net minimum capital lease payments 514,420
Less current installments (229,740)
-----------
Obligations under capital leases, excluding current installments, included in other liabilities $ 284,680
===========
</TABLE>
<PAGE>
Distribution Agreements
The Company has various agreements with advertisers, content providers and
other web sites that require it to feature such parties exclusively in certain
sections of its Internet sites.
Legal Proceedings
The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position, results of operations or liquidity. See also Note
12 - Subsequent Events.
NOTE 11 - SEGMENT INFORMATION
The Company operates in three business divisions consisting of five
reportable segments. The three business divisions consist of online publishing,
print publishing and licensing and insurance sales. The online publishing
division is primarily engaged in the sale of advertising, sponsorships, and
hyperlinks in connection with our Internet web sites bankrate.com, theWhiz.com,
IntelligentTaxes.com, GreenMagazine.com, Consejero.com and CPNet.com.
Bankrate.com, theWhiz.com and Consejero.com constitute segments within this
division. The print publishing and licensing division and segment is primarily
engaged in the sale of advertising in the Consumer Mortgage Guide rate tables,
newsletter subscriptions and licensing of research information. We also charge a
commission for the placement of the Consumer Mortgage Guide in a print
publication. The insurance division also constitutes a segment and operates
through a virtual insurance agency and fulfillment/call center specializing in
direct insurance sales on the Internet and through other direct media. The
accounting policies are the same as those described in Summary of Significant
Accounting Policies in Note 2. The Company evaluates the performance of its
operating segments based on contribution margin.
Although no one customer accounted for more than 10% of total revenue for the
year ended December 31, 1999 and for the six month period ended December 31,
1998, the five largest customers accounted for approximately 14% and 18%,
respectively, of total revenue for those periods. No revenues are generated
outside of the United States.
Summarized segment information as of December 31, 1999 and 1998, and for the
year and six month period ended December 31, 1999 and 1998, respectively, is
presented below.
<TABLE>
<CAPTION>
Year ended December 31, 1999
Online Publishing
bankrate.com theWhiz.com Consejero.com Other
------------ ----------- ------------- -----
<S> <C> <C> <C> <C>
Revenue $ 8,133,734 $ 304,049 $ 8,036 $ 51,086
Direct cost of operations 14,104,164 3,276,668 2,217,879 752,903
Contribution margin (5,970,430) (2,972,619) (2,209,843) (701,817)
Sales - - - -
Product research - - - -
General and administrative expenses - - -
Depreciation and amortization - - - 28,124
Noncash stock based compensation - - - -
Noncash financing charge - - - -
Other, net - - - -
Segment profit (loss) (5,970,430) (2,972,619) (2,209,843) (729,941)
Total assets - - - 784,993
Capital expenditures - - - -
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1999
Print
Publishing
and Licensing Pivot Other Total
------------- ----------- ----- -----
<S> <C> <C> <C> <C>
Revenue $ 3,472,780 $ 147,827 $ - $ 12,117,512
Direct cost of operations 2,387,127 1,666,269 - 24,405,010
Contribution margin 1,085,653 (1,518,442) - (12,287,498)
Sales - - 2,850,669 2,850,669
Product research - - 2,984,283 2,984,283
General and administrative expenses - - 7,206,075 7,206,075
Depreciation and amortization - 621,350 579,897 1,229,371
Noncash stock based compensation - - 3,305,104 3,305,104
Noncash financing charge - - 2,656,000 2,656,000
Other, net - - (1,030,669) (1,030,669)
Segment profit (loss) 1,085,653 (2,139,792) (18,551,358) (31,488,330)
Total assets - 4,742,776 27,933,988 33,461,757
Capital expenditures - 17,019 1,692,060 1,709,079
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Six months ended December 31, 1998
Online Publishing
bankrate.com theWhiz.com Consejero.com Other
------------ ----------- ------------- -----
<S> <C> <C> <C> <C>
Revenue $ 1,772,360 $ 33,176 $ 3,341 $ 82,953
Direct cost of operations 847,145 286,244 112,178 21,283
Contribution margin 925,215 (253,068) (108,837) 61,670
Sales - - - -
Product research - - - -
General and administrative
expenses - - - -
Depreciation and
amortization - - - -
Noncash stock based
compensation - - - -
Other, net - - - -
Segment profit (loss) 925,215 (253,068) (108,837) 61,670
Total assets - - - -
Capital expenditures - - - -
</TABLE>
<TABLE>
<CAPTION>
Six months ended December 31, 1998
Print
Publishing
and Licensing Pivot Other Total
------------- ----- ----- -----
<S> <C> <C> <C> <C>
Revenue $1,577,361 $ - $ - $ 3,469,191
Direct cost of operations 1,079,634 - - 2,346,484
Contribution margin 497,727 - - 1,122,707
Sales - - 817,403 817,403
Product research - - 915,961 915,961
General and administrative
expenses - - 871,057 871,057
Depreciation and
amortization - - 98,491 98,491
Noncash stock based
compensation - - 669,000 669,000
Other, net - - (153,987) (153,987)
Segment profit (loss) 497,727 - (3,217,925) (2,095,218)
Total assets - - 3,099,352 3,099,352
Capital expenditures - - 406,875 406,875
</TABLE>
<PAGE>
NOTE 12 - SUBSEQUENT EVENTS (Unaudited)
On February 25, 2000 the Company announced that William P. Anderson resigned
as its President and Chief Executive Officer and as a director. Under the terms
of his Executive Employment Agreement entered into on March 10, 1999, Mr.
Anderson will receive cash compensation totaling approximately $150,000 and will
continue to vest in his stock options through November 15, 2000, which will
result in a noncash charge of approximately $860,000. Both the cash charge
($150,000) and the noncash charge ($860,000) will be recorded in the quarter
ended March 31, 2000. Further, in accordance with the terms of his agreement, if
there is a change in control of the Company prior to November 15, 2000, Mr.
Anderson would immediately vest in 100% of the remaining unvested shares and
accordingly, a noncash charge would be recorded at that time.
On March 28, 2000, a class-action lawsuit was filed against the Company in
the United States District Court for the Southern District of New York. The suit
alleges that the Company violated federal securities laws by, among other
things, misrepresenting and/or omitting material information concerning our
results for the quarter ended March 31, 1999 in our registration statement filed
with the Securities and Exchange Commission in connection with our initial
public offering. The complaint was filed by a single stockholder purportedly on
behalf of all stockholders who purchased shares of our stock during the period
from May 13, 1999 through March 27, 2000. The Company contends that the loss for
the quarter ended March 31, 1999 was properly disclosed. The Company intends to
vigorously defend against the lawsuit. In the opinion of management, the
ultimate disposition of this matter will not have a material adverse effect on
the Company's financial position, results of operations or liquidity.
On April 5, 2000 Jeff M. Cunningham was appointed to the Company's Board of
Directors as non-executive chairman. In accordance with the terms of a Stock
Purchase Plan and Subscription Agreement entered into as of that date, Mr.
Cunningham subscribed to purchase 431,499 shares of the Company's common stock
for $997,841 in cash, or $2.3125 per share which was the closing price per share
of the Company's common stock on April 5, 2000. In addition, on April 5, 2000
Mr. Cunningham was granted stock options under the 1999 Equity Compensation Plan
to purchase 141,905 at $4.50 per share and 125,622 shares at $3.75 per share.
The options vest over a 24 month period. The company will recognize compensation
expense of approximately $217,000 over the vesting period.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) DOCUMENTS FILED AS PART OF THIS REPORT:
(1) Financial Statements.
See Index to Financial Statements under Item 8.
(2) Financial Statement Schedule.
All financial statement schedules have been omitted since the
required information is not material or is included in the consolidated
financial statements or notes thereto.
(3) Exhibits.
The following exhibits are filed with or incorporated by reference
in this report. Where filing is made by incorporation by reference to a
previously filed registration statement or report, such registration statement
or report is identified in parenthesis. Ilife.com will furnish any exhibit upon
request to Peter W. Minford, Secretary, ilife.com, Inc., 11811 U.S. Highway One,
Suite 101, North Palm Beach, Florida 33408.
3.1 Amended and Restated Articles of Incorporation.(1)
3.2 Articles of Amendment to Amended and Restated Articles of Incorporation.
3.3 Amended and Restated Bylaws.(1)
4.1 See exhibits 3.1 and 3.3 for provisions of the Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws of the
registrant defining rights of the holders of common stock of the
registrant.
4.2 Specimen Stock Certificate.(1).
10.1 Lease Agreement dated May 1, 1994, between the registrant and Bombay
Holdings, Inc. as amended.(1)
10.2 Lease Agreement dated October 6, 1997, between the registrant and Bombay
Holdings, Inc.(1)
10.3 Lease Agreement dated January 31, 1999, between the registrant and Bombay
Holdings, Inc.(1)
10.4 Professional Employer Agreement dated February 25, 1999, between the
registrant and Viacom Human Resources, Inc.(1)
10.5 ilife.com, Inc. 1997 Equity Compensation Plan.(1)
10.6 ilife.com, Inc. 1999 Equity Compensation Plan.(1)
10.7 Form of Stock Option Agreement under the 1997 Equity Compensation
Plan.(1)
10.8 Promissory Note, dated March 9, 1999, executed by the registrant and
payable to Antares Capital Fund II Limited Partnership.(1)
10.9 Cancellation and Stock Repurchase Agreement, dated as of March 10, 1999,
by the registrant in favor of William P. Anderson, III.(1)
10.10 Agreement of Cancellation and Release, dated as of March 10, 1999,
between the registrant and William P. Anderson, III.(1)
10.11 Incentive Stock Option Grant Agreement, dated as of March 10, 1999,
between the registrant and William P. Anderson, III.(1)
10.12 Executive Employment Agreement, dated as of March 10, 1999, between
ilife.com and William P. Anderson, III.(1)
<PAGE>
10.13 Stock Purchase Agreement dated August 20, 1999, by and between the
registrant, the shareholders of Professional Direct Agency, Inc., and The
Midland Life Insurance Company.(2)
10.14 Asset Purchase Agreement dated August 27, 1999, by and among the
registrant, Green Magazine, Inc., Kenneth A. Kurson, John F. Packel, and
James Michaels.(3)
10.15 Lease Agreement dated September 27, 1999 between WK3 Investors, LTD and
registrant.
10.16 Purchase and Sale Agreement dated September 27, 1999 by and between
registrant and Workplace Holdings, LTD.
21 Subsidiaries of the Registrant.
23.1 Consent of KPMG LLP.*
23.2 Consent of Thomas & Clough Co., P.A..*
27 Financial Data Schedule.
- -----------------------------
* Filed herewith.
(1) The Exhibit is incorporated by reference to the exhibit filed in response to
Item 16(a), "Exhibits" of the registrant's Registration Statement on Form
S-1 (File No. 333-74291) declared effective on May 13, 1999.
(2) The Exhibit is incorporated by reference to Exhibit 2.1 included with the
registrant's Current Report on Form 8-K filed on August 27, 1999.
(3) The Exhibit is incorporated by reference to Exhibit 2.1 included with the
registrant's Current Report on Form 8-K filed on September 10, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized as of the 19th day of
April, 2000.
ILIFE.COM, INC.
By: /s/ G. Cotter Cunningham
-------------------------
G. Cotter Cunningham
Interim President and Chief
Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ G. Cotter Cunningham Interim President, April 19, 2000
- ------------------------ Chief Executive Officer
G. Cotter Cunningham (Principal Executive Officer)
/s/ Peter W. Minford Senior Vice President - Administration April 19, 2000
- ------------------------
Peter W. Minford
/s/ Robert J. DeFranco Vice President-Finance and April 19, 2000
- ------------------------ Chief Accounting
Robert J. DeFranco Officer
Chairman of the Board ________, 2000
- ------------------------
Jeff M. Cunningham
/s/ Bruns H. Grayson Director April 19, 2000
- ------------------------
Bruns H. Grayson
/s/ Peter C. Morse Director April 19, 2000
- ------------------------
Peter C. Morse
/s/ Robert P. O'Block Director April 19, 2000
- ------------------------
Robert P. O'Block
/s/ Randall E. Poliner Director April 19, 2000
- ------------------------
Randall E. Poliner
</TABLE>
<PAGE>
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
Ilife.com, Inc.:
We consent to incorporation by reference in the registration statement (No.
33-87955) on Form S-8 of ilife.com, Inc. of our report dated January 28, 2000,
relating to the consolidated balance sheets of ilife.com, Inc. and subsidiary as
of December 31, 1999 and 1998, and the related consolidated statements of
operations, redeemable stock and stockholders' equity (deficit) and cash flows
for the year ended December 31, 1999, the six months ended December 31, 1998 and
the year ended June 30, 1998, which report appears in the December 31, 1999
annual report on Form 10-K of ilife.com, Inc.
KPMG LLP
Atlanta, Georgia
April 19, 2000
<PAGE>
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
The Board of Directors
Ilife.com, Inc.:
We consent to incorporation by reference in the registration statement (No.
33-87955) on Form S-8 of ilife.com, Inc. (formerly Intelligent Life Corporation)
of our report dated July 23, 1998 relating to the balance sheet of ilife.com,
Inc. as of June 30, 1997, and the related statements of operations, redeemable
stock and stockholders' equity (deficit) and cash flows for the year ended June
30, 1997, which report appears in the December 31, 1999 annual report on Form
10-K of ilife.com, Inc.
Thomas & Clough Co., P.A.
Palm Beach, Florida
April 19, 2000
