<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 28, 2000
(Date of earliest event reported: January 20, 2000)
Commission File Number: 000-25835
MYPOINTS.COM, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-3255692
- --------------------------------------------------------------------------------
(State of incorporation or organization) (IRS Employer I.D. No.)
100 California Street, 11th floor, San Francisco, California 94111
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(415) 676-3700
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
AMENDMENT NO. 1
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K,
originally filed with the Securities and Exchange Commission on February 4, 2000
reporting the acquisition by the registrant of Alliance Development Group, Inc.
("ADG").
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 12, 2000, MyPoints.com, Inc. (the "Company") agreed to acquire all
the outstanding shares of ADG. ADG operates offline customer reward programs
including rewards based credit card loyalty programs. The total purchase price
of approximately $16.7 million included 270,000 shares of the Company's common
stock with an estimated fair value of $16.6 million based upon its value at the
closing of the transaction.
The acquisition was made pursuant to an Agreement and Plan of Merger dated
January 12, 2000. Following the acquisition, ADG is now a wholly owned
subsidiary of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The required financial statements of the business acquired are set forth
below.
<PAGE> 3
Alliance Development Group, Inc.
Index to Financial Statements
Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Auditors
Balance Sheets
Statements of Income
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements
</TABLE>
<PAGE> 4
[KPMG LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Alliance Development Group, Inc.
We have audited the accompanying balance sheets of Alliance Development Group,
Inc. as of December 31, 1999 and 1998, and the related statements of income,
stockholders' equity and cash flows for the 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 estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide 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 Alliance Development Group,
Inc. as of December 31, 1999 and 1998, and the results of its operations and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles.
KMPG LLP
Boston, Massachusetts
January 27, 2000
<PAGE> 5
ALLIANCE DEVELOPMENT GROUP, INC.
Balance Sheets
December 31, 1999 and 1998
<TABLE>
ASSETS 1999 1998
----------- ---------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,417 574,896
Restricted cash -- 90,441
Accounts receivable 560,209 566,815
Due from affiliates (note 6) 847 11,380
Due from stockholders (note 7) -- 209,737
Other current assets (notes 6, 7 and 10) 337,340 215,978
----------- ---------
Total current assets 900,813 1,669,247
----------- ---------
Equipment and furniture, at cost 61,365 61,365
Less accumulated depreciation (41,349) (25,408)
----------- ---------
Net equipment and furniture 20,016 35,957
----------- ---------
Due from affiliates (note 6) 100,000 100,000
Due from stockholders (Note 7) 1,725,000 1,000,000
----------- ---------
Total assets $ 2,745,829 2,805,204
=========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable to bank (note 8) $ -- 1,000,000
Accounts payable 78 10,232
Accrued expenses and other liabilities
(notes 8 and 11) 786,693 676,213
Due to affiliate (note 3) -- 48,429
----------- ---------
Total current liabilities 786,771 1,734,874
----------- ---------
Commitments and contingencies (notes 3 and 5)
Stockholders' equity:
Class A common stock, no par value,
190,000 shares authorized, 1,920 shares
issued and outstanding -- --
Class B common stock, no par value,
10,000 shares authorized, 580 shares
issued and outstanding -- --
Additional paid-in capital 459,000 459,000
Retained earnings 1,500,058 611,330
----------- ---------
Total stockholders' equity 1,959,058 1,070,330
----------- ---------
Total liabilities and stockholders' equity $ 2,745,829 2,805,204
=========== =========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 6
ALLIANCE DEVELOPMENT GROUP, INC.
Statements of Income
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---------- ---------
<S> <C> <C>
Service fees and other revenue (note 3) $2,841,712 3,749,438
Cost of sales 1,299,892 1,386,541
---------- ---------
Gross profit 1,541,820 2,362,897
Operating expenses (notes 3 and 6) 2,096,905 1,821,602
---------- ---------
Income (loss) before other income (expense) (555,085) 541,295
---------- ---------
Other income (expense):
Interest income 148,433 63,786
Interest expense (54,620) (29,581)
Other income (note 9) 2,000,000 --
---------- ---------
Total other income 2,093,813 34,205
---------- ---------
Net income $1,538,728 575,500
========== =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 7
ALLIANCE DEVELOPMENT GROUP, INC.
Statements of Stockholders' Equity
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
CLASS A CLASS B ADDITIONAL
COMMON COMMON PAID-IN RETAINED
STOCK STOCK CAPITAL EARNINGS TOTAL
------- ------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1997 $ -- -- 459,000 611,830 1,070,830
Distribution to stockholders -- -- -- (576,000) (576,000)
Net income -- -- -- 575,500 575,500
---- -- ------- --------- ---------
Balance, December 31, 1998 -- -- 459,000 611,330 1,070,330
Distribution to stockholders -- -- -- (650,000) (650,000)
Net income -- -- -- 1,538,728 1,538,728
---- -- ------- --------- ---------
Balance, December 31, 1999 $ -- -- 459,000 1,500,058 1,959,058
==== == ======= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 8
ALLIANCE DEVELOPMENT GROUP, INC.
Statements of Cash Flows
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,538,728 $ 575,500
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation expense 15,941 12,092
Changes in operating assets and liabilities:
Decrease (increase) in restricted cash 90,441 (69,022)
Decrease (increase) in accounts receivable 6,606 (215,001)
Decrease in due from affiliates 10,533 35,186
Decrease (increase) in other current assets (121,362) 26,663
Decrease in accounts payable (10,154) (35,069)
Increase in accrued expenses and other liabilities 110,480 413,072
(Decrease) increase in due to affiliate (48,429) 18,429
----------- -----------
Net cash provided by operating activities 1,592,784 761,850
----------- -----------
Cash flows from investing activity:
Purchase of equipment and furniture -- (28,476)
----------- -----------
Cash used in investing activity -- (28,476)
Cash flows from financing activities:
Distribution to stockholders (650,000) (576,000)
Proceeds from (repayments of) bank loan (1,000,000) 1,000,000
Net advances to stockholders (515,263) (1,007,429)
----------- -----------
Net cash used in financing activities (2,165,263) (583,429)
----------- -----------
Net (decrease) increase in cash and cash equivalents (572,479) 149,945
Cash and cash equivalents at beginning of year 574,896 424,951
----------- -----------
Cash and cash equivalents at end of year $ 2,417 574,896
=========== ===========
Supplemental disclosure of cash flow information:
Cash payments for interest $ 57,835 21,045
=========== ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 9
ALLIANCE DEVELOPMENT GROUP, INC.
Notes to Financial Statements
December 31, 1999 and 1998
(1) NATURE OF OPERATIONS
Alliance Development Group, Inc. ("ADG" or "the Company") was founded
in 1994 as an S corporation and was formerly known as Cobra Marketing,
Inc. The Company specializes in rewards-based credit card loyalty
programs. ADG has developed a number of travel enhancement programs for
credit cards but currently concentrates its efforts on two distinct
loyalty strategies, "SupeRewards" and "Travel Concept" cards.
SupeRewards is a national network of supermarket co-branded credit
cards which offer travel and free food awards for credit card spending.
Travel Concept cards are bank issued credit cards which offer travel
awards for credit card spending. ADG typically provides assistance with
program development and implementation, marketing consultation and
travel rewards.
(2) SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
(a) REVENUE RECOGNITION
Revenue is recognized when purchases are made with credit cards
that ADG has developed and implemented.
(b) CASH EQUIVALENTS
Cash equivalents are highly liquid debt instruments with
original maturities of three months or less.
(c) EQUIPMENT AND FURNITURE
Equipment and furniture are stated at cost. The Company
provides for depreciation on a straight-line basis by charges
to operations over the estimated useful lives of its equipment
and furniture. The estimated useful lives of equipment and
furniture is three years. Maintenance and repairs are expensed
as incurred.
(d) REWARD REDEMPTION COSTS
The Company is responsible for certain costs that are incurred
when users of the co-branded credit cards it has created, elect
to redeem "points" that are earned when purchases are made with
the credit cards. The ultimate cost of such redemptions is
dependent upon a number of factors, including the nature of the
award selected by the card user, the price at which the Company
is able to procure the award at the time of redemption and the
volume of points that are never redeemed. Management assesses
these and other relevant factors and makes accruals for
expected reward redemption costs as the related service fees
are earned.
(e) INCOME TAXES
The Company has elected S corporation status for federal and
state income tax purposes. The effect of this election is that
federal and certain state income taxes are borne by the
stockholders.
6
<PAGE> 10
ALLIANCE DEVELOPMENT GROUP, INC.
Notes to Financial Statements
December 31, 1999 and 1998
(f) USE OF ESTIMATES
Management of the Company has made estimates and assumptions relating
to the reporting of assets and liabilities and revenues and expenses
to prepare these financial statements in conformity with generally
accepted accounting principles. Actual results could differ from those
estimates.
(g) CONCENTRATION OF CREDIT RISK
In 1999 and 1998, the Company generated approximately 73% and 92% of
its revenues under the terms of agreements with four customers. A
summary of major customers that represented greater than 10% of
revenue individually follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Customer A 36% 21%
Customer B 14% 14%
Customer C 13% 8%
Customer D 10% 49%
</TABLE>
(h) RECLASSIFICATION
Certain amounts in the prior year financial statements have been
reclassified to conform to the current year presentation.
(3) RELATED PARTY TRANSACTIONS
Revenues for the years ended December 31, 1999 and 1998 include $0 and
$160,000, respectively, that were received or accrued as receivable from
an affiliated entity for various services rendered by Officers of the
Company.
During 1999 and 1998, an affiliated entity charged the Company
approximately $674,000 and $485,000, respectively for certain agreed
management services. An agreement between the affiliated entity and the
Company governs the types of management services rendered and expired
January 13, 2000. Also during 1999 and 1998 the Company reimbursed an
affiliated entity approximately $614,000 and $185,000 respectively, for
operating expenses paid on the Company's behalf.
(4) PROFIT-SHARING PLAN
The Company has a qualified defined contribution profit sharing plan (the
"Plan") under Section 401(k) of the Internal Revenue Code ("IRC"). The
Plan covers all employees that meet the Plan's eligibility requirements.
Participants may make voluntary contributions to the Plan from 1% to 15%
of their compensation (as defined). The Company may also make
contributions to the plan at the discretion of the Board of Directors, but
the amount may not exceed the maximum allowable deduction permitted under
the IRC at the time of the contribution. The Company made a discretionary
contribution of approximately $11,500 and $0 in 1999 and 1998,
respectively. All contributions made by the Company vest over a three-year
period.
7 (Continued)
<PAGE> 11
ALLIANCE DEVELOPMENT GROUP, INC.
Notes to Financial Statements
December 31, 1999 and 1998
(5) COMMITMENTS
The Company has several operating leases for rental of office space and
office equipment. On January 13, 2000, the Company entered into a
sub-leasing agreement for certain office space for an initial term of
twelve months. Future minimum lease payments under noncancelable leases as
of December 31, 1999 are as follows:
2000 $108,000
--------
During 1999 and 1998, an affiliated company paid the rental obligation of
ADG and allocated a portion of the rent to ADG and other affiliated
entities by means of a management fee (see note 3).
On January 13, 2000, the Company entered into a Management Services
agreement with FC Management Group, Inc. (an affiliated entity) for certain
management, advisory and operational services for $5,000 a month. The
agreement is for an initial term of six months, beginning January 13, 2000.
(6) DUE FROM AFFILIATES
Due from affiliates at December 31, 1999 and 1998 consisted of the
following:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Affinity Connect $ -- 11,380
F.C. Associates, LLC 100,847 100,000
-------- --------
100,847 111,380
Less: current portion 847 11,380
-------- --------
Total long-term due from affiliates $100,000 100,000
======== ========
</TABLE>
At December 31, 1999 and 1998 the Company is owed $100,000 from F.C.
Associates, LLC, as a result of certain costs being incurred by the Company
on behalf of this affiliated entity. The amount is governed by a revolving
credit note that is due on March 4, 2002 and bears interest at 7%. Under
the terms of the credit note, the affiliated company may borrow up to
$200,000. At December 31, 1999 and 1998, the Company is owed $7,000 and
$5,332, of interest respectively on this outstanding amount, which is
included in other current assets.
8
<PAGE> 12
ALLIANCE DEVELOPMENT GROUP, INC.
Notes to Financial Statements
December 31, 1999 and 1998
(7) DUE FROM STOCKHOLDERS AND OFFICERS
Notes receivable at December 31, 1999 and 1998 consisted of the following:
<TABLE>
<CAPTION>
1999 1998
---------- ---------
<S> <C> <C>
Notes receivable from stockholders (due September 11, 2003),
at 7% $1,725,000 1,000,000
Note receivable from Officer (payable on demand), at 5% -- 209,737
---------- ---------
1,725,000 1,209,737
Less: current maturities -- 209,737
---------- ---------
Total long-term due from stockholders $1,725,000 1,000,000
========== =========
</TABLE>
The notes receivable from stockholders are governed by two revolving credit
notes that allows the stockholders to borrow up to a total of $1,800,000.
Included in other current assets at December 31, 1999 and 1998 is $139,332
and $23,800, respectively, of interest receivable due from stockholders.
The note receivable from Officer plus related interest was paid in full
during 1999.
(8) NOTE PAYABLE TO BANK
The note payable to bank consists of borrowings under a $1 million line of
credit secured by all of the Company's property, tangible and intangible.
The interest rate is either the bank's base rate or the bank's 1, 2 or 3
month reserve adjusted Eurodollar note plus 2%, approximately 7.7% at
December 31, 1998. On October 22, 1999 the Company repaid the note in full
and subsequently canceled the line of credit. At December 31, 1998, the
Company owed $3,215, of interest on this note, which is included in accrued
expenses.
(9) OTHER INCOME
On October 19, 1999, the Company settled in full an outstanding dispute
with a major customer regarding payments due under a certain marketing
services agreement. As a result of this settlement, the Company received $2
million in cash.
9
<PAGE> 13
ALLIANCE DEVELOPMENT GROUP, INC.
Notes to Financial Statements
December 31, 1999 and 1998
(10) OTHER CURRENT ASSETS
Other current assets at December 31, 1999 and 1998 consisted of the
following:
<TABLE>
<CAPTION>
1999 1998
-------- -------
<S> <C> <C>
Interest receivable $146,332 37,374
Prepaid travel awards certificates 191,008 94,846
Other - 83,758
-------- -------
$337,340 215,978
======== =======
</TABLE>
(11) ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities at December 31, 1999 and 1998
consisted of the following:
<TABLE>
<CAPTION>
1999 1998
-------- -------
<S> <C> <C>
Accrued redemption costs $269,461 94,550
Travel awards certificates liability 370,251 354,300
Accrued marketing and promotional services 45,888 60,946
Other 101,093 166,417
-------- -------
$786,693 676,213
======== =======
</TABLE>
(12) SUBSEQUENT EVENT
Effective January 13, 2000, all of the issued and outstanding common stock
of the Company was sold to Mypoints.Com, Inc. The financial statements do not
reflect adjustments, if any, related to the transaction with Mypoints.Com, Inc.
10
<PAGE> 14
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial
statements are presented for illustrative purposes only and do not
purport to be indicative of the consolidated financial position and
results of operations for future periods or the results that actually
would have been realized had the Company and ADG been a consolidated
company during the specified periods. The unaudited pro forma condensed
consolidated financial statements, including the notes thereto, are
qualified by reference to, and should be read in conjunction with the
historical consolidated financial statements and notes thereto of the
Company which were previously reported in the Company's S-1/A filed with
the Securities and Exchange Commission on February 23, 2000.
The following unaudited pro forma condensed consolidated financial
statements are based on the respective historical audited consolidated
financial statements and the notes thereto of the Company and ADG after
giving effect to the acquisition of ADG using the purchase method of
accounting and the assumptions and adjustments described below. The
purchase price was allocated to the estimated fair value of the assets
acquired and liabilities assumed. The purchase price allocation is based
on an independent appraisal and management estimates.
The required pro forma unaudited financial information is set forth
below.
<PAGE> 15
PRO FORMA FINANCIAL INFORMATION
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Unaudited Pro Forma Condensed Consolidated
Balance Sheet as of December 31, 1999
Unaudited Pro Forma Condensed Consolidated
Statement of Operation for the year ended
December 31, 1999
Unaudited Notes to Pro Forma Condensed
Consolidated Financial Statements
</TABLE>
<PAGE> 16
MyPoints.com, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
December 31, 1999
(in thousands)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
MyPoints ADG Adjustments Combined
-------- --- ----------- --------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 21,792 $ 3 $ (178) A $ 21,617
Accounts receivable, net 12,500 560 13,060
Unbilled receivables, net 257 257
Deposits and prepaid expenses 1,702 1,702
Other current assets 484 338 822
--------- --------- --------- ---------
Total current assets 36,735 $ 901 (178) 37,458
Intangible assets, net 7,757 14,781 A 22,538
Restricted cash 2,208 2,208
Property and equipment, net 8,891 20 8,911
Due from affiliates and
stockholders 1,825 1,825
Other assets 78 78
--------- --------- --------- ---------
Total assets $ 55,669 $ 2,746 $ 14,603 $ 73,018
========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Accounts payable and accrued
liabilities $ 13,842 787 $ 14,629
Notes payable, current portion 327 327
Obligations under capital
leases, current portion 105 105
Deferred revenue 1,873 1,873
Points redemption liability 9,640 9,640
--------- --------- ---------
Total current liabilities 25,787 787 26,574
Notes payable, less current
portion 932 932
Obligations under capital
leases, less current portion 97 97
--------- --------- ---------
26,816 787 27,603
--------- --------- ---------
Stockholders' equity
Common stock 26 26
Additional paid in capital 96,711 459 16,103 A 113,273
Deferred stock based compensation (9,406) (9,406)
Retained earnings (58,478) 1,500 (1,500) A (58,478)
--------- --------- --------- ---------
Total Stockholders' equity 28,853 1,959 14,603 45,415
--------- --------- --------- ---------
Total liabilities and
stockholders' equity $ 55,669 $ 2,746 $ 14,603 $ 73,018
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these unaudited pro forma
condensed consolidated financial statements.
<PAGE> 17
MyPoints.com, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the year ended December 31, 1999
(in thousands)
<TABLE>
<CAPTION>
ProForma ProForma
MyPoints ADG Adjustments Combined
-------- --- ----------- --------
<S> <C> <C> <C> <C>
Revenue $ 24,140 $ 2,842 $ 26,982
Cost of revenue 7,407 1,300 8,707
-------- -------- --------
Gross profit 16,733 1,542 18,275
-------- -------- --------
Operating expenses:
Technology costs 8,665 8,665
Selling, general and
administrative 39,848 2,097 41,945
Amortization of intangibles 3,116 2,006 B 5,122
Stock-based compensation 3,054 3,054
-------- -------- -------- --------
Total operating expenses 54,683 2,097 2,006 58,786
-------- -------- -------- --------
Operating loss (37,950) (555) (2,006) (40,511)
Interest income 633 148 781
Interest expense and other, net (139) 1,946 1,807
-------- -------- -------- --------
Net income (loss) (37,456) 1,539 (2,006) (37,923)
Dividend related to beneficial
conversion of preferred stock (9,800) (9,800)
-------- -------- -------- --------
Net income (loss) attributable to
common stockholders $(47,256) $ 1,539 $ (2,006) $(47,723)
======== ======== ======== ========
Net loss per share:
Basic and diluted $ (3.53) $ (3.49)
Weighted average shares-
Basic and diluted 13,397 13,667
</TABLE>
The accompanying notes are an integral part of these unaudited pro forma
condensed consolidated financial statements.
<PAGE> 18
MyPoints.com, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Statements
For the year ended December 31, 1999
(in thousands)
Note 1. Basis of Presentation
On January 12, 2000, MyPoints.com, Inc. (the "Company") agreed to acquire all
the outstanding shares of ADG. ADG operates offline customer reward programs
including rewards based credit card loyalty programs. The total purchase price
of approximately $16.7 million included 270,000 shares of the Company's common
stock with an estimated fair value of $16.6 million based upon its value at the
closing of the transaction.
The total purchase price was allocated to the estimated fair value of the assets
acquired and the liabilities assumed. The estimate of fair value of the assets
acquired is based on an independent appraisal and management estimates. The
allocation of the purchase price is discussed further in Note 2.
The pro forma unaudited condensed consolidated statement of operations is
presented for the year ended December 31, 1999 and assumes the transaction had
taken place on January 1, 1999. The pro forma unaudited condensed consolidated
balance sheet gives effect to the acquisition as if the acquisition had taken
place on December 31, 1999.
The unaudited pro forma condensed consolidated financial statements are
qualified by reference to, and should be read in conjunction with the historical
consolidated financial statements and notes thereto of the Company which were
previously reported in the Company's S-1/A filed with the Securities and
Exchange Commission on February 23, 2000.
Note 2. Pro Forma Adjustments
The pro forma adjustments are based on an allocation of the purchase price to
the assets acquired and liabilities assumed. The allocation of the purchase
price is based on an independent appraisal of certain assets as well as
management estimates of fair value. The total purchase price was allocated as
follows:
(in thousands)
<TABLE>
<CAPTION>
Amount Amortization Period
<S> <C> <C>
Fair value of tangible net assets acquired $ 1,959 --
Customer relationships 5,100 90 months
Workforce 170 36 months
Goodwill 9,511 90 months
-------
Total $16,740
=======
</TABLE>
<PAGE> 19
(A) Adjustment to reflect the common stock issued in connection with the
acquisition of ADG and the allocation of the purchase price to the net
assets acquired and liabilities assumed. Also, reflects the payment of
acquisition costs.
(B) Adjustment to reflect the amortization of intangible assets
<PAGE> 20
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MYPOINTS.COM, INC.
By: /s/ Thomas Caldwell
----------------------------------
Thomas Caldwell,
Senior Vice President, Finance
and Chief Financial Officer
<PAGE> 21
Exhibit Index
No. Description
- --- -----------
23.01 Consent of KPMG, LLP, Independent Auditors
<PAGE> 1
Exhibit 23.01
INDEPENDENT AUDITORS CONSENT
The Board of Directors
MyPoints.com, Inc.:
We consent to the inclusion of our report dated January 27, 2000, with respect
to the balance sheets of Alliance Development Group, Inc. as of December 31,
1999 and 1998, and the related statements of income, stockholders' equity, and
cash flows for the years then ended, which report appears in the Form 8-K of
MyPoints.com, Inc. dated March 28, 2000.
Boston, Massachusetts
March 28, 2000
