<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarter Ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission File number 000-25835
MYPOINTS.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
Delaware 94-3255692
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
</TABLE>
100 California Street,12th Flr, San Francisco, CA 94111
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (415) 676-3700
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 [ ]
On September 30, 2000, 40,253,019 shares of the Registrant's Common Stock, $.001
par value, were outstanding.
<PAGE> 2
MYPOINTS.COM, INC.
FORM 10-Q
Quarter ended September 30, 2000
INDEX
Page
----
Part I: Financial Information
Item 1: Financial Statements (Unaudited)
Consolidated Balance Sheets at September 30, 2000 and December 31, 1999
Consolidated Statements of Operations for the three and nine months ended
September 30, 2000 and September 30, 1999
Consolidated Statement of Stockholders' Equity for the nine months ended
September 30, 2000
Consolidated Statements of Cash Flows for the nine months ended September
30, 2000 and September 30, 1999
Notes to Unaudited Consolidated Financial Statements
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3: Quantitative and Qualitative Disclosures about Market Risk
Part II: Other Information
Item 1: Legal proceedings
Item 2: Changes in Securities and Use of Proceeds
Item 6: Exhibits and Reports on Form 8-K
Item 7: Signatures
<PAGE> 3
MYPOINTS.COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ................................... $ 114,818 $ 21,792
Short-term investments ...................................... 10,396 --
Cash to be distributed for dividend ......................... 4,050 --
Accounts receivable, less allowances of $4,247 and
$1,300, respectively ...................................... 17,174 12,500
Unbilled receivables, net ................................... 1,198 257
Prepaid expenses and other current assets ................... 1,826 2,186
--------- ---------
Total current assets ..................................... 149,462 36,735
Intangible assets .............................................. 176,360 7,757
Restricted cash ................................................ 2,908 2,208
Long-term investments .......................................... 841 --
Notes and interest receivable .................................. 467 --
Property and equipment, net .................................... 16,908 8,891
Other assets 1,080 78
--------- ---------
Total assets .............................................. $ 348,026 $ 55,669
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities .................... $ 23,993 $ 13,842
Dividend payable ............................................ 4,050 --
Current portion of long-term obligations .................... 682 432
Deferred revenue ............................................ 4,211 1,873
Members payable ............................................. 16,901 9,640
--------- ---------
Total current liabilities ................................. 49,837 25,787
Long-term obligations .......................................... 874 1,029
--------- ---------
50,711 26,816
--------- ---------
Commitments and contingencies
Stockholders equity:
Preferred stock, $0.001 par value, 10,000,000
shares authorized, 0 shares issued and outstanding
at September 30, 2000 and December 31, 1999 ................ -- --
Common stock, $0.001 par value, 100,000,000 shares
authorized, 40,253,019 and 25,924,533 shares issued
and outstanding at September 30, 2000 and December 31, 1999,
respectively ............................................... 40 26
Additional paid-in capital .................................. 405,313 96,711
Deferred compensation ....................................... (7,425) (9,406)
Accumulated deficit ......................................... (100,613) (58,478)
--------- ---------
Total stockholders' equity 297,315 28,853
--------- ---------
Total liabilities and stockholders' equity $ 348,026 $ 55,669
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 4
MYPOINTS.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2000 1999 2000 1999
-------- -------- -------- --------
( UNAUDITED ) ( UNAUDITED )
<S> <C> <C> <C> <C>
Revenue:
Advertising ........................ $ 14,485 $ 6,341 $ 49,013 $ 10,279
License ............................ -- 614 -- 614
-------- -------- -------- --------
Total revenue ..................... 14,485 6,955 49,013 10,893
-------- -------- -------- --------
Cost of revenue:
Advertising ........................ 4,197 1,958 12,740 3,835
License ............................ -- 195 -- 195
-------- -------- -------- --------
Total cost of revenue ............. 4,197 2,153 12,740 4,030
-------- -------- -------- --------
Gross profit ........................ 10,288 4,802 36,273 6,863
-------- -------- -------- --------
Operating expenses:
Technology costs .................... 7,194 2,658 18,112 5,049
Sales and marketing expenses ........ 11,049 7,486 32,743 17,371
General and administrative expenses.. 5,259 3,144 15,270 5,889
Amortization of intangible assets ... 9,400 733 11,819 2,367
Stock-based compensation ............ 1,230 800 3,430 1,959
-------- -------- -------- --------
Total operating expenses .......... 34,132 14,821 81,374 32,635
-------- -------- -------- --------
Operating loss ......................... (23,844) (10,019) (45,101) (25,772)
Interest income ........................ 2,077 223 4,718 233
Interest expense and other, net ........ (45) (42) (147) (84)
Write-down of notes and interest
receivable ........................... (1,605) -- (1,605) --
-------- -------- -------- --------
Net loss......................... (23,417) (9,838) (42,135) (25,623)
Dividend related to beneficial
conversion of preferred stock ........ -- -- -- (9,800)
-------- -------- -------- --------
Net loss attributable to
common stockholders .............. $(23,417) $ (9,838) $(42,135) $(35,423)
======== ======== ======== ========
Net loss per share:
Basic and diluted ................... $ (0.66) $ (0.69) $ (1.37) $ (4.21)
======== ======== ======== ========
Weighted average shares --- basic
and diluted ...................... 35,495 14,214 30,668 8,408
======== ======== ======== ========
Pro forma net loss per share:
Basic and diluted ................... $ (0.66) $ (0.47) $ (1.37) $ (1.94)
======== ======== ======== ========
Weighted average shares --- basic
and diluted .................... 35,495 20,947 30,668 18,222
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 5
MYPOINTS.COM, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL
PREFERRED STOCK COMMON STOCK PAID-IN DEFERRED ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL COMPENSATION DEFICIT TOTAL
------ ------ ------ ------ -------- ------------ ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 ........ -- -- 25,925 $ 26 $ 96,711 $ (9,406) $ (58,478) $ 28,853
Issuance of common stock for cash,
net of issuance costs of $798 ..... 2,480 2 106,594 106,596
Issuance of common stock pursuant
to the acquisition of ADG ......... 270 16,562 16,562
Issuance of common stock pursuant
to the acquisition of Cybergold .... 10,636 11 181,801 (1,449) 180,363
Exercise of stock options for cash .. 942 1 3,645 3,646
Net loss ............................ (42,135) (42,135)
Amortization of deferred
compensation ....................... 3,430 3,430
----- ------ ------ ------ -------- -------- --------- --------
Balance at September 30, 2000
(Unaudited) ......................... $ -- $ -- 40,253 $ 40 $405,313 $ (7,425) $(100,613) 297,315
===== ====== ====== ====== ======== ======== ========= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 6
MYPOINTS.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
2000 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss .............................................. $ (42,135) $ (25,623)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization ....................... 15,949 3,115
Provision for bad debts ............................. 2,245 686
Write-down of notes and interest receivable ......... 1,605 --
Revenues in exchange for equity instruments ......... (212) --
Barter revenues, net ................................ (337) 67
Stock - based compensation .......................... 3,430 1,959
Changes in operating assets and liabilities:
Accounts receivable and unbilled receivables ..... (1,759) (6,550)
Prepaid expenses and other current assets ........ 238 (1,299)
Other assets ..................................... (911) (41)
Accounts payable, accrued and other liabilities .. (1,139) 10,582
Deferred revenue ................................. 2,309 (17)
Members payable .................................. 4,096 4,597
--------- ---------
Net cash used in operating activities ........ (16,621) (12,524)
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment ................... (8,989) (6,169)
Acquisition of ADG, net of cash acquired ............. (175) --
Acquisition of Cybergold, net of cash acquired ....... 2,577 --
Proceeds from short-term investments ................. 7,531 --
Notes and interest receivable ........................ (100) --
Purchase of long-term investments .................... (369) --
Increase in restricted cash .......................... (700) (275)
--------- ---------
Net cash used in investing activities ........ (225) (6,444)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of preferred stock, net ....... -- 10,300
Proceeds from issuance of common stock, net .......... 106,596 41,205
Repayments of borrowings ............................. (370) (683)
Repayments of software license ....................... -- (2,624)
Borrowing under capital lease line, net .............. -- 1,253
Exercise of stock options ............................ 3,646 179
Exercise of warrants ................................. -- 1,300
--------- ---------
Net cash provided by financing activities .... 109,872 50,930
--------- ---------
Net increase in cash and cash equivalents .... 93,026 31,962
Cash and cash equivalents, beginning of period ........... 21,792 5,089
--------- ---------
Cash and cash equivalents, end of period ................ $ 114,818 $ 37,051
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest ................ $ 147 $ 132
========= =========
Noncash transactions:
Exchange of advertising services ........................ $ 457 $ --
========= =========
Warrants issued to non-employees ........................ $ -- $ 807
========= =========
Deferred stock compensation as a result of
option activity ....................................... $ 1,449 $ 10,156
========= =========
Cashless exercise of warrants ........................... $ -- $ 400
========= =========
Conversion of preferred stock to common stock ........... $ -- $ 12
========= =========
Exercise of stock options for notes receivable .......... $ -- $ 200
========= =========
Equipment acquired under capital leases ................. $ -- $ 139
========= =========
</TABLE>
In January 2000, the Company issued 270,000 shares of common stock in exchange
for all the outstanding shares of Alliance Development Group, Inc.
In August 2000, the Company issued 10.6 million shares of common stock in
exchange for all the outstanding shares of Cybergold, Inc.
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 7
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include
the accounts of MyPoints.com, Inc. and its wholly owned subsidiaries ("the
Company"), and, in the opinion of management, reflect all adjustments
(consisting only of normal recurring adjustments) necessary to fairly state the
Company's consolidated financial position, results of operations, and cash flows
as of and for the dates and periods presented. The consolidated balance sheet as
of December 31, 1999 has been prepared from the audited consolidated financial
statements of the Company.
These unaudited consolidated financial statements should be read in conjunction
with the Company's audited consolidated financial statements included in its
Form 10-K filed with the Securities and Exchange Commission on March 30, 2000.
The results of operations for the three and nine month periods ended September
30, 2000 are not necessarily indicative of results for the entire fiscal year
ending December 31, 2000.
2. REVENUE RECOGNITION
The Company earns revenues from corporate advertisers by charging fees for
sending email to its members. Under the terms of advertising contracts, the
Company earns revenues primarily based on three components: (1) transmission of
email advertisements to enrolled members, (2) receipt of qualified responses to
email sent and (3) actual purchases of goods by members over the internet. It is
the Company's policy to recognize revenues when email is transmitted to members,
when responses are received and when the Company is notified of purchases. Each
of these activities are discrete, independent activities, which generally are
specified in the advertising sales agreement entered into with the customer. As
the earning activities take place, activity measurement data (e.g., number of
emails sent, and number of responses received) is accumulated and the related
revenues are recorded.
The Company also sells points to private label partners and to advertisers for
use in such partner's or advertiser's promotional campaigns. The Company is
responsible for redeeming a member's points upon the balance reaching required
thresholds and request by the member recipients of points. Revenues and
estimated point costs under these contracts are deferred until the time points
are redeemed and an award is provided by the Company. The Company expects that
sales of points will likely represent a decreasing percentage of its business in
the future but has continued to participate in the sale of points business.
Alliance Development Group, Inc. ("ADG"), a wholly owned subsidiary of the
Company specializes in rewards-based credit card loyalty programs. ADG typically
provides assistance with program development and implementation, marketing
consultation and travel rewards. ADG recognizes revenues when purchases are made
with credit cards that ADG has developed and implemented.
<PAGE> 8
Also included in revenues are revenues generated from exchanging qualified
response generation of leads and advertising services for advertising services.
Such transactions are recorded at the lower of the estimated fair value of the
advertisements received or delivered whichever is more reliably measurable.
Revenues from these types of transactions are recognized when advertising or
lead generation is provided, and services received are charged to expense when
used. For the three and nine months ended September 30, 2000 these revenues
amounted to $0.8 million.
During the three and nine months ended September 30, 2000, the Company generated
revenues in the amount of $0.2 million in exchange for equity instruments. Such
transactions are recorded at the estimated fair value of the advertisements
delivered or the fair value of the equity instruments received, whichever is
more reliably measurable.
During the three months ended September 30, 2000, the Company entered into
cross-marketing arrangements with various third parties. These arrangements
provided for the Company to generate qualified response of leads and
advertising services in exchange for advertising services from the various
third parties. As the fair value of the services exchanged could not be
reasonably determined, the Company recorded the transactions on a net basis
resulting in no revenue or expense for these transactions.
During the three and nine months ended September 30, 2000, the Company purchased
software amounting to $0.2 million from KnowledgeTrack. In connection with this
transaction, KnowledgeTrack purchased $0.1 million of media services from the
Company. The Company's chief financial officer is a member of the board of
directors of KnowledgeTrack.
3. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Cash equivalents consist of highly liquid investments with original maturities
of three months or less. Short-term investments consist primarily of government
and fixed-income securities which the Company plans to hold to maturity. These
investments are reported at amortized cost in the accompanying balance sheets.
4. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities and requires recognition of all derivatives as assets or
liabilities and measurement of those instruments at fair value. In June 1999,
the Financial Accounting Standards Board issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities-Deferral of the Effective Date of
FASB Statement No. 133," which deferred the required date of adoption of SFAS
No. 133 for one year, to fiscal years beginning after June 15, 2000. The
Company is currently assessing the impact of this statement.
In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB 101"),
"Revenue Recognition in Financial Statements." SAB 101 summarizes certain of the
SEC's views in applying generally accepted accounting principles to revenue
recognition in financial statements. Management does not expect the adoption of
SAB 101 to have a material effect on the Company's operations or financial
position. The Company is required to adopt SAB 101 in the fourth quarter of
fiscal 2000.
In March 2000, the Financial Accounting Standards Board issued Interpretation
No. 44 ("FIN No. 44") "Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB No. 25." FIN No. 44 clarifies the
application of APB No. 25 for (a) the definition of employee for purposes of
applying APB No. 25, (b) the criteria for determining whether a plan qualifies
as a noncompensatory plan, (c) the accounting consequence of various
modifications to the terms of a previously fixed stock option or award, and (d)
<PAGE> 9
the accounting for an exchange of stock compensation awards in a business
combination. FIN No. 44 is effective July 1, 2000, but certain conclusions cover
specific events that occur after either December 15, 1998, or January 12, 2000.
The Company believes the impact of FIN No. 44 will not have a material effect on
its financial position or results of operations.
5. MEMBERS PAYABLE LIABILITY
The Company's members payable liability balance consists of cash amounts due to
members of the Cybergold database and points redemption liability payable to the
members of the MyPoints database. The members payable liability represents the
estimated costs associated with the Company's obligation to redeem outstanding
member balances, less an allowance for awards expected to expire prior to
redemption, which may be converted by enrolled members into various third party
gift certificates, frequent travel programs, coupons, other rewards or for cash
in regards to the Cybergold database members. Awards are provided to members
when they respond to direct marketing offers delivered by the Company, or
purchase goods from advertisers. The Company is liable for providing the rewards
to members, if and when such members seek to redeem accumulated awards upon
reaching required redemption thresholds.
The liability for the Company's point balance member accounts is estimated based
upon the weighted average cost of awards that may be redeemed in the future. The
liability is based upon redemption cost trends and management estimates of
future redemption costs. Under the Company's current points program, points are
valid through December 31st of the third calendar year following the date they
are awarded to a member and may be redeemed at any time prior to expiration. The
Company bases its estimate of points that will not be redeemed on an analysis of
historical point earning trends, redemption activity and individual member
accounts. This analysis is updated quarterly. At September 30, 2000 and December
31, 1999, the allowance for unredeemed points was $4.4 million and $2.8 million,
respectively. As of September 30, 2000, the gross points redemption liability
was $17.8 million. As of September 30, 2000, the cash balance members payable
liability amounted to $3.5 million.
<PAGE> 10
Following is a summary of the members payable liability activity for the three
months ended September 30, 2000 and 1999 (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
(UNAUDITED)
2000 1999
-------- --------
<S> <C> <C>
Outstanding at beginning of period ............ $ 13,004 $ 5,636
Accrual for new award redemption liability..... 4,131 2,701
Members payable balance assumed as of 08/07/00
in the Cybergold acquisition ................ 3,165 --
Allowance for unredeemed awards ............... (1,171) (486)
Awards redemption ............................. (2,228) (527)
-------- --------
Outstanding at end of period .................. $ 16,901 $ 7,324
======== ========
</TABLE>
Following is a summary of members payable liability activity for the nine months
ended September 30, 2000 and 1999 (in thousands):
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
(UNAUDITED)
2000 1999
-------- --------
<S> <C> <C>
Outstanding at beginning of period ............ $ 9,640 $ 2,727
Accrual for new award redemption liability..... 12,617 6,651
Members payable balance assumed as of 08/07/00
in the Cybergold acquisition ................ 3,165 --
Allowance for unredeemed awards ............... (1,854) (1,268)
Awards redemption ............................. (6,667) (786)
-------- --------
Outstanding at end of period .................. $ 16,901 $ 7,324
======== ========
</TABLE>
<PAGE> 11
6. NET LOSS PER SHARE
The Company computes net loss per share in accordance with SFAS No. 128,
Earnings per Share, and SEC Staff Accounting Bulletin ("SAB") No. 98. Under the
provisions of SFAS No. 128 and SAB No. 98, basic net income per share is
computed by dividing the net income available to common stockholders for the
period by the weighted average number of vested common shares outstanding during
the period. Diluted net income per share is computed by dividing the net income
for the period by the weighted average number of vested common and common
equivalent shares outstanding during the period. However, as the Company has
generated net losses in all periods presented, common equivalent shares,
composed of incremental common shares issuable upon the exercise of stock
options and warrants and upon conversion of Series A, Series B, Series C, Series
D and Series E convertible preferred stock, are not included in diluted net loss
per share (prior to conversion on August 19, 1999) because such shares are
anti-dilutive.
The following table sets forth the computation of basic and diluted net loss per
share for the periods indicated (in thousands, except per share amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
(UNAUDITED)
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Numerator:
Net loss ............................... $(23,417) $ (9,838) $(42,135) $(25,623)
Dividend related to beneficial
conversion feature of preferred
stock .................................. -- -- -- (9,800)
-------- -------- -------- --------
Net loss available to common
Stockholders .......................... $(23,417) $ (9,838) $(42,135) $(35,423)
======== ======== ======== ========
Denominator:
Weighted average shares ................ 35,562 14,723 30,786 9,018
Weighted average unvested
common shares subject to
repurchase agreements .................. (67) (509) (118) (610)
-------- -------- -------- --------
Denominator for basic calculation ...... 35,495 14,214 30,668 8,408
Weighted average effect of
dilutive securities:
Net effect of dilutive stock options -- -- -- --
Net effect of dilutive stock warrants -- -- -- --
-------- -------- -------- --------
Denominator for diluted calculation .... 35,495 14,214 30,668 8,408
======== ======== ======== ========
Net loss per share:
Basic and diluted ...................... $ (0.66) $ (0.69) $ (1.37) $ (4.21)
======== ======== ======== ========
</TABLE>
<PAGE> 12
As presented in the condensed consolidated statements of operations, pro forma
net loss per share has been computed by dividing net loss attributable to common
stockholders by the pro forma weighted average number of shares outstanding. Pro
forma weighted average shares assume the conversion of all preferred stock
(which were ultimately converted to common stock in conjunction with the initial
public offering), as if the conversion occurred at the beginning of the period
or at date of issuance, if later.
7. ACQUISITIONS
On January 12, 2000, 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. Following the acquisition, ADG is now a wholly-owned subsidiary of
the Company.
On August 7, 2000, the Company acquired all of the outstanding shares of
Cybergold Inc., a Delaware Corporation ("Cybergold") as approved by the
Company's Board of Directors on April 14, 2000. Cybergold was a public company
that provided online direct marketing and advertising solutions. The shares
were acquired in a tax-free stock-for-stock exchange. Each share of Cybergold
was exchanged for 0.48 shares of the Company's common stock resulting in the
issuance of approximately 10.6 million shares of the Company's common stock. In
addition, the Company assumed all outstanding options to purchase Cybergold
common stock at a ratio of .48 of the Company's shares for each share of
Cybergold common stock underlying the option. Following the acquisition,
Cybergold became a wholly-owned subsidiary of the Company.
<PAGE> 13
The Company has accounted for this transaction under the purchase method of
accounting. The purchase price of the Cybergold acquisition amounted to $184.8
million including the estimated value of the Company's shares and transaction
costs of $3.0 million. The purchase price allocation is as follows (in
millions):
<TABLE>
<CAPTION>
Amount
--------
<S> <C>
Fair value of tangible net assets acquired $ 17.8
Membership base .......................... 1.7
Existing technology ...................... 1.2
Workforce ................................ 3.7
Deferred compensation .................... 1.4
Goodwill ................................. 159.0
--------
Total purchase price .... $ 184.8
========
</TABLE>
The Company is amortizing the intangibles acquired in the Cybergold acquisition
over their estimated useful lives of 3 years.
8. NOTES AND INTEREST RECEIVABLE
In connection with the ADG acquisition in January 2000, the net assets purchased
included notes and interest receivable amounting to $ 2.0 million. These notes
and interest receivable are due from two former shareholders of ADG. The notes
were originally collateralized by ADG common stock. During the three and nine
months ended September 30, 2000, the Company incurred a write-down of these
notes of $1.6 million to their estimated recoverable amount of $0.5 million.
9. INVESTMENTS
MyPoints Europe
During the third quarter of 2000, the Company entered into an agreement
("Agreement") with The Great Universal Stores PLC ("GUS"), an affiliate of
Experian, a stockholder of the Company, under which MyPoints Europe Limited
("MyPoints Europe") was established for the purpose of owning and operating
internet based loyalty rewards and other direct marketing programs in Europe.
The Agreement provides for initial capitalization of MyPoints Europe by the
Company in the amount of $0.4 million in exchange for 19.9% of the total
outstanding shares of MyPoints Europe. The shares were acquired in October 2000.
The remaining 80.1% of all outstanding shares were purchased by GUS at the same
price per share paid by Company. The Agreement permits MyPoints Europe to issue
additional shares to increase capitalization up to an additional $13 million,
with the parties subscribing to any such share issue in accordance with the same
ratio as provided above. The Agreement also provides the Company the option to
purchase additional shares of MyPoints Europe which in the aggregate total the
number of share owned by GUS, at a share price equal to 1.25 times the initial
share paid by GUS. The investment by the Company under the Agreement has been
accounted for under the equity method of accounting. The Company's share of the
net loss of MyPoints Europe, to date, has not been significant.
In September 2000, the Company and MyPoints Europe entered into an agreement
under which the Company will develop, design and manage a private label version
of the MyPoints(R) Program for MyPoints Europe. The term of the agreement is for
nine calendar months from the effective date of the agreement. The agreement
provides for a monthly renewal option at the sole discretion of MyPoints Europe.
The Company will receive program management fees and other service fees during
the term of the agreement. During the three and nine months periods ended
September 30, 2000, the Company recognized $0.2 million in revenues under the
agreement.
MyPoints Japan
During the third quarter of 2000, the Company entered into an agreement ("DNP
Agreement") with Dai Nippon Printing Co., Ltd, a Japanese Corporation ("DNP")
under which the parties agreed to form MyPoint.com Japan Co., Ltd. ("MyPoints
Japan") for the purpose of developing and operating internet based loyalty
rewards and other direct marketing programs in Japan. The agreement provided for
DNP to initially subscribe for 4,000 shares of common stock representing 100% of
the issued and outstanding shares of MyPoints Japan. During the third quarter of
2000, the Company purchased 796 shares of common stock from DNP, representing a
19.9% interest in MyPoints Japan for an aggregate purchase price of $0.4
million. The Agreement also calls for additional funding, on a pro rata basis in
accordance with the then current ownership interest, provided however, that in
no event shall either Party be required to provide more than 800,000,000 yen in
total funding to the Company. The investment has been accounted for under the
equity method of accounting. The Company's share of the net loss of MyPoints
Japan, to date, has not been significant.
In September 2000, the Company and MyPoints Japan entered into a license and
services agreement under which MyPoints Japan will license certain software and
trademarks from the Company. The Company will also provide certain customization
and localization services, training, and system support services to MyPoints
Japan. The term of the agreement is three years. MyPoints Japan will pay the
Company a non-refundable fee of $1 million in the first year of the agreement.
Beginning in year two through the end of the term of the agreement, MyPoints
Japan will pay the Company a royalty based upon direct marketing and other
advertising sales by MyPoints Japan. During the three and nine months periods
ended September 30, 2000, the Company has recognized $0.1 million in revenues
for training services under the terms of the agreement.
10. CASH TO BE DISTRIBUTED FOR DIVIDEND
In August 2000, the Company completed the acquisition of Cybergold, Inc. As part
of that acquisition, a Cybergold subsidiary named Magnacash, Inc. ("Magnacash")
(formerly Paytime, Inc.) was to be spun-off as a separate publicly listed
entity. A dividend was to be distributed to the former Cybergold shareholders
consisting of shares totaling 80.1% of Magnacash. Per the terms of the
acquisition agreement, the Company contributed $5 million to Magnacash. The
acquisition agreement stipulated that if the spin-off was not completed by
September 30, 2000, the Company could choose to distribute as a cash dividend
the cash contribution of $5.0 million to the former Cybergold shareholders, less
expenses for the operation of Magnacash and up to $200,000 of shut-down costs,
if any. The spin-off was not completed by September 30, 2000, and the Company
intends to distribute a cash dividend amounting to $4.1 million, after expense
deductions, in December 2000. (see note 11)
11. SUBSEQUENT EVENT
On October 13, 2000 the Company sold 81.5% of the issued and outstanding shares
of Magnacash to an investment group for a purchase price of $7.2 million. The
Company took a collateralized promissory note for the full amount from the
buyers. The note bears interest at an annual rate of prime plus two percent
and is collateralized under a Stock Pledge Agreement by the Magnacash common
stock purchased. Payment of the note and all accrued and unpaid interest is due
upon the earlier of October 13, 2010 or occurrence of a qualified Initial Public
Offering ("IPO") or sale of substantially all of the assets of Magnacash.
The Company has also agreed to loan Magnacash $1.1 million for the funding of
operations. The loan bears interest at an annual rate of prime plus two percent
and is collateralized by a senior secured convertible promissory note and
Security Agreement covering all of the assets of Magnacash. The Company has the
option to convert any portion of the outstanding principal together with accrued
and unpaid interest into shares of capital stock of Magnacash in connection with
a qualified financing, as defined in the note. Payment of the note and all
accrued and unpaid interest is due upon the earlier of October 12, 2010 or the
occurrence of a qualified IPO by Magnacash or the sale of substantially all of
the assets of Magnacash.
<PAGE> 14
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements based upon current
expectations that involve risks and uncertainties. When used in this Form 10-Q,
the words "intend," "anticipate," "believe," "estimate," "plan" and "expect" and
similar expressions are included to identify forward-looking statements. Our
actual results and the timing of certain events could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including those set forth under "Factors Affecting Operating Results"
and elsewhere in this Form 10-Q.
OVERVIEW
MyPoints.com, Inc. was founded as Intellipost Corporation in November 1996. In
May 1997, we launched our email direct marketing and rewards program. In
November and December 1998, through our acquisition of Enhanced Response
Technologies, Inc. and a company affiliated with Experian, we acquired internet
and electronic commerce related assets and technologies through a series of
related transactions. Through these transactions, we acquired a technology
license for the operation of a web-based rewards program. In early March 1999,
we changed our corporate name to MyPoints.com, Inc. in order to unify our
corporate and brand identities. During March and April 1999, we integrated our
email and web-based direct marketing and rewards programs under the MyPoints
brand. In August 1999, we completed our initial public offering and in February
2000 we completed an additional public offering of shares of our common stock.
In January 2000, we acquired all the outstanding shares of Alliance Development
Group, Inc. ("ADG"), a company that operates offline customer rewards programs.
In August, 2000, we acquired all the outstanding shares of Cybergold, Inc.
("Cybergold"), a provider of online direct marketing and advertising solutions.
We generate a substantial portion of our revenues by delivering email and
web-based direct marketing offers for our advertising customers. In exchange for
these services, we receive fees from our advertisers based on any or all of the
following:
- the number of offers delivered to members;
- the number of qualified responses generated; and
- the number of qualified purchases made.
<PAGE> 15
For direct marketing services, we recognize revenues when an offer is delivered,
when a qualified response is received or when a product or service is purchased,
depending upon the pricing arrangement used. Pricing of our direct marketing
services is not based on the issuance of incentives to our members.
Under new and some existing advertising contracts and partnerships, we sell
points to private label partners and to advertisers for use in their promotional
campaigns. We initially defer revenue and estimated point costs associated with
the sale of points and recognize this revenue upon the expiration or redemption
of the underlying points. Under some new contracts, we may amortize some
associated fees and related costs over the life of these contracts.
Our revenues depend on a number of factors. These include the number of
advertisers engaging us to send direct marketing offers to our membership base,
the size of our membership base, and the responsiveness of our members to these
direct marketing offers. We believe that our revenues will be subject to
seasonal fluctuations as a result of general patterns of retail advertising,
which are typically lower during the first and third quarter of the year and
highest in the fourth quarter. In addition, expenditures by advertisers tend to
be cyclical, reflecting overall economic conditions and consumer buying
patterns. During the third quarter of 2000, market demand for on-line
advertising services such as those offered by the Company weakened, particularly
from early-stage internet and e-commerce companies. We expect weaker demand and
smaller marketing budgets from these companies to continue in the fourth quarter
of 2000 and into 2001.
We also offer technology licensing arrangements to customers seeking to develop
email or web-based direct marketing and loyalty programs. We entered into our
first license agreement in December 1998 with Sweden Post, the Swedish postal
service. Sweden Post is establishing a version of the MyPoints BonusMail program
for the Swedish market. This license agreement provides for a licensing fee,
technical support fees and royalties based on a percentage of revenues from the
program site. We recognized revenue under this agreement when the custom
development work that we performed for Sweden Post was completed and accepted by
Sweden Post. In addition, we will recognize royalty revenue as it is received
from Sweden Post.
We incurred a net loss of $37.5 million in the year ended December 31, 1999, and
$42.1 million in the nine months ended September 30, 2000. We intend to
implement our strategies by spending substantial amounts on member acquisition
and retention, new product offerings, sales and marketing strategic
relationships, brand development and technology and operating infrastructure
development. As a result, we expect to incur net losses at least through 2001
and negative cash flows for the next several quarters. Our limited operating
history makes it difficult to forecast future operating results. Even if we were
to achieve profitability in any period, we might fail to sustain or increase
that profitability on a quarterly or annual basis.
<PAGE> 16
RESULTS OF OPERATIONS -THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
VERSUS THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999
Revenues
Revenues increased to $14.5 million in the three months ended September 30, 2000
as compared to $7.0 million in the three months ended September 30, 1999. For
the nine months ended September 30, 2000, revenues increased to $49.0 million
from $10.9 million in the nine months ended September 30,1999. During the three
and nine months ended September 30, 2000 and 1999, substantially all revenues
were from advertising activities. The increase in revenues for the three and
nine month periods ended September 30, 2000 as compared to the same periods of
1999 was primarily attributable to the following: (i) an increase in the number
of direct marketing offers to our members, (ii) an increase in our advertising
customer base, (iii) an increase in average spending per advertiser and (iv) an
increase in the number of consumer members participating in our programs. The
increase in revenues can also be attributed to the two acquisitions the Company
made during the current year, ADG and Cybergold. Both acquisitions were
accounted for under the purchase method of accounting. ADG, which was acquired
on January 12, 2000 contributed $ 0.9 million and $ 2.4 million in revenues
during the three and nine months ended September 30, 2000. Cybergold (including
its wholly owned subsidiary itarget), which was acquired on August 7, 2000,
contributed $ 2.6 million in revenues from the date of the acquisition to
September 30, 2000.
Cost of Revenues
Cost of revenues primarily represents the costs of incentives awarded to our
members for responding to advertisements and related purchasing activities
associated with our direct marketing offers as well as personnel costs
associated with creating, delivering and monitoring email campaigns. Cost of
revenues increased to $4.2 million in the three months ended September 30, 2000
from $2.2 million in the three months ended September 30, 1999. For the nine
months ended September 30, 2000, cost of revenues increased to $12.7 million as
compared to $4.0 million in the nine months ended September 30, 1999.
As a percentage of revenues, these costs decreased to 29% and 26% in the three
and nine months ended September 30, 2000 from 31% and 37% in the three and nine
months ended September 30, 1999. The decrease in the cost of revenues as a
percentage of revenues in the three and nine months ended September 30, 2000 as
compared to the three and nine months ended September 30, 1999 was primarily
attributable to an increase in the allowance for unredeemed points ("breakage")
on the Company's members payable balance, partially offset by an increase in
personnel costs associated with creating, delivering and monitoring email
campaigns and fluctuations in product mix and associated point award levels. The
cost of personnel included in cost of revenues increased to $ 0.9 million and
$2.8 million in the three and nine months ended September 30, 2000 as compared
to zero in the three and nine months ended September 30, 1999. Also contributing
to a lower cost of revenue was reduced costs associated with redemption award
purchases. As redemption volume has increased, we have been able to negotiate
volume purchase discounts when purchasing gift awards.
<PAGE> 17
Technology Costs
Technology costs primarily consist of compensation for personnel associated with
the development of our technology and the maintenance of our proprietary
databases. Presently, we expense technology costs as incurred except those costs
directly related to license and partnership agreements. Technology costs related
to these agreements are deferred and recognized over the life of the contracts,
as appropriate. In the three and nine months ended September 30, 2000, the
Company deferred approximately $0.2 million and $0.5 million, respectively,
related to these agreements. Additionally, in the future, certain technology
costs may be capitalized, as appropriate. Technology costs increased to $7.2
million in the three months ended September 30, 2000 from $2.7 million in the
three months ended September 30, 1999. For the nine months ended September 30,
2000, these costs increased to $18.1 million from $5.0 million in the nine
months ended September 30, 1999. The increase in technology costs in the three
and nine month periods ended September 30, 2000 as compared to the same periods
in 1999 was primarily due to increases in personnel and consulting costs and
related expenses used to enhance and support our proprietary databases and
products.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of payroll, sales commissions and
related expenses for personnel engaged in sales, marketing and customer support,
as well as advertising and promotional expenditures including member acquisition
costs. Member acquisition costs consist primarily of online advertising,
promotional costs and payments to partners, which may be in the form of cash or
points, to attract members to our email and web-based programs. Sales and
marketing expenses increased to $11.0 million in the three months ended
September 30, 2000 from $7.5 million in the three months ended September 30,
1999. For the nine months ended September 30, 2000, these costs increased to
$32.7 million from $17.4 million in the nine months ended September 30, 1999.
The increases in sales and marketing expenses in the three and nine month
periods ended September 30, 2000 as compared to the same periods in 1999 was
primarily attributable to increases in personnel costs, including sales
commissions, member acquisition costs and related expenses required to implement
our sales and marketing strategy.
General and Administrative Expenses
General and administrative expenses consist primarily of payroll and related
costs for general corporate functions, including finance, accounting, business
development, human resources, investor relations, facilities and administration,
as well as legal fees, insurance, bad debt and fees for professional services.
General and administrative expenses increased to $5.3 million in the three
months ended September 30, 2000 from $3.1 million in the three months ended
September 30, 1999. For the nine months ended September 30, 2000, these costs
increased to $15.3 million from $5.9 million in the nine months ended September
30, 1999. The increases in general and administrative expenses in the three and
nine month periods ended September 30, 2000 as compared to the same periods in
1999 was primarily due to the expansion of our corporate infrastructure,
including the addition of finance and administrative personnel, increased
<PAGE> 18
general corporate expenses including legal costs and bad debt reserves, and
facility-related expenses.
Amortization of Intangible Assets
The Company acquired various intangible assets as part of the acquisitions of
Enhanced Response Technologies, Inc. ("ERT") and a company affiliated with
Experian in the fourth quarter of 1998, ADG in the first quarter of 2000 and
Cybergold in the third quarter of 2000. In regards to the acquisition of ERT and
a company affiliated with Experian, the Company recorded intangible assets of
$11.2 million. These intangible assets are being amortized over their estimated
useful lives of six months to five years. In regards to the acquisition of ADG
in the first quarter of 2000, the Company recorded intangible assets of $14.8
million. These intangible assets are being amortized over their estimated useful
lives of thirty-six to ninety months. In regards to the acquisition of Cybergold
in the third quarter of 2000, the Company recorded intangible assets of $165.5
million. These intangible assets are being amortized over their estimated useful
lives of thirty-six months.
We recorded amortization of intangible assets of $9.4 million in the three
months ended September 30, 2000 as compared to $0.7 million in the three months
ended September 30, 1999. For the nine months ended September 30, 2000, these
costs increased to $11.8 million from $2.4 million in the nine months ended
September 30, 1999. The increases in the amortization of intangible assets in
the three and nine month periods ended September 30, 2000 as compared to the
same periods in 1999 was due to the acquisitions of ADG and Cybergold in 2000.
The Company expects the amortization of intangibles to approximate $15.0
million in the fourth quarter of 2000.
Stock-Based Compensation
Through September 30, 2000, we recorded aggregate deferred compensation totaling
$14.1 million in connection with the grant of stock options to employees and
consultants and the acceleration of vesting of stock options in the Cybergold
acquisition. This charge is being amortized over the vesting periods of the
options. Stock-based compensation increased to $1.2 million in the three months
ended September 30, 2000 from $0.8 million in the three months ended September
30, 1999. For the nine months ended September 30, 2000, these costs increased to
$3.4 million from $2.0 million in the nine months ended September 30, 1999.
Interest Income
Interest income increased to $2.1 million in the three months ended September
30, 2000 from $0.2 million in the three months ended September 30, 1999. For the
nine months ended September 30, 2000, interest income increased to $4.7 million
from $0.2 million in the nine months ended September 30, 1999. This increase is
due to interest earned on higher average cash and investment balances resulting
from proceeds received from our initial public offering which was completed in
August 1999 and our follow-on offering which was completed in February 2000.
<PAGE> 19
Write-down of Notes and Interest Receivable
During the three and nine months ended September 30, 2000, the Company incurred
$1.6 million for the write-down of notes and interest receivable, due from the
former shareholders of ADG.
Income Taxes
We recorded a net loss of $37.5 million for 1999 and a net loss of $42.1 million
in the nine months ended September 30, 2000. Accordingly, no provision for
income taxes was recorded in the year and no tax benefit has been recognized due
to the uncertainty of realizing a future tax deduction for these losses.
RESULTS OF OPERATIONS- THREE MONTHS ENDED SEPTEMBER 30, 2000 VERSUS THREE MONTHS
ENDED JUNE 30, 2000
Revenues
Revenues decreased to $14.5 million in the three months ended September 30, 2000
as compared to $18.7 million in the three months ended June 30, 2000. This
decrease is primarily attributable to weak demand for internet marketing
services, lower pricing for the Company's products and lower than expected
responses in qualified response priced campaigns, particularly repeat campaigns
of the same offer.
Cost of Revenues
Cost of revenues decreased to $4.2 million in the three months ended September
30, 2000 from $4.4 million in the three months ended June 30, 2000. As a
percentage of revenues, these costs increased to 29% in the three months ended
September 30, 2000 from 24% in the three months ended June 30, 2000. This
increase as a percentage of revenues is primarily due to lower pricing for the
Company's products, higher production costs as a percentage of revenues, and a
higher percentage of revenue produced by the Company's lower margin products,
partially offset by an increase in the allowance for unredeemed points
("breakage").
Operating Expenses
Operating expenses which includes technology costs, sales and marketing
expenses, general and administrative expenses, amortization of intangible
assets, and stock-based compensation increased to $34.1 million in the three
months ended September 30, 2000 as compared to $23.9 million in the three months
ended June 30, 2000. This increase was primarily attributable to the acquisition
of Cybergold. Operating expenses related to Cybergold (including its wholly
owned subsidiary itarget) included in the three months ended September 30, 2000
results of operations are amortization of intangibles of $ 8.2 million and
technology costs, sales and marketing expenses, and general and administrative
expenses of $4.6 million.
<PAGE> 20
LIQUIDITY AND CAPITAL RESOURCES
Since incorporation, we have financed our operations primarily from the sale of
equity securities to venture capital firms and other individual, institutional
and strategic investors as well as our initial public offering in August 1999
and our follow-on public offering in February 2000. We have also borrowed funds
under long-term capital lease and equipment financing facilities.
The outstanding members payable liability balance at September 30, 2000 amounted
to $16.9 million. This liability is made up of cash balances owed to Cybergold
members amounting to $3.5 million and points balances owed to Mypoints members.
The total number of outstanding points issued to members in the MyPoints
database for which we have a recognized liability as of September 30, 2000 was
approximately 2.2 billion points with a redemption liability of $13.4 million.
This liability was calculated based on certain assumptions, including the
assumption that 75% of the outstanding points would be redeemed in the future.
We also use historical redemption activity and individual member account
activity to determine our estimated redemption liability. The factors that were
considered in our estimated point redemption liability include points held by
terminated and inactive members, as well as those members we believe will not
respond to our direct marketing offers with sufficient frequency to accumulate
points to meet our minimum redemption levels. This information is updated on a
quarterly basis. The total number of points redeemed by members was 227 million
in the year ended December 31, 1999 and 669 million in the nine months ended
September 30, 2000. Points issued by us have a life of three to four years. Our
current policy is that unredeemed points will expire on December 31 of the third
calendar year following the calendar year in which such points are first deemed
earned. Although we do not anticipate making changes to our current policy we
reserve the right to alter point expiration terms at anytime. In the past, we
have both extended as well as reduced expiration terms of points. Members may
redeem points in their discretion at any time prior to the expiration of the
points. We fund redemptions through our working capital resources. Because we
cannot control the timing of members' decisions to redeem, should the rate of
redemption exceed our estimates, it could be necessary for us to obtain
additional working capital and our results of operations could be materially and
adversely affected.
Net cash used in operating activities was $16.6 million in the nine months ended
September 30, 2000. This cash used in operating activities was due to our
expanded operations and primarily resulted from the net loss and higher accounts
receivable. Net cash used in investing activities was $0.2 million in the nine
months ended September 30, 2000 which was primarily used to acquire property and
equipment, primarily computer equipment, software and leasehold improvements,
partially offset by proceeds from short-term investments. Net cash provided by
financing activities was $109.9 million in the nine months ended September 30,
2000 which includes net proceeds of $105.7 million from our follow-on offering
in February 2000.
<PAGE> 21
At September 30, 2000 we had cash and cash equivalents of $114.8 million.
Additionally, at September 30, 2000, we had $10.4 million of short-term
investments primarily in government and fixed-income securities with maturities
of less than six months.
We currently anticipate that our available cash resources will be sufficient to
meet our anticipated working capital and capital expenditure requirements for at
least the next 12 months. Thereafter, we may need to raise additional funds to
fund more rapid expansion, to develop new or enhance existing services or
products, to respond to competitive pressures or to acquire complementary
products, businesses or technologies. If adequate funds are not available on
acceptable terms, our business, results of operations and financial condition
could be materially and adversely affected.
Recent Developments
At its September 2000 meeting, the Financial Accounting Standards Board Emerging
Issues Task Force, the EITF, began discussing Issue No. 00-22, "Accounting for
'Points' and Certain Other Time- or Volume-Based Sales Incentive Offers, and
Offers for Free Products or Services to be Delivered in the Future." EITF Issue
No. 00-22 addresses the accounting for revenues and expenses relating to point
and other loyalty programs. The EITF did not reach a consensus on this issue at
the September meeting and plans on discussing it at a future meeting. Among
alternatives under consideration by the EITF is one that would, if adopted,
result in a significant delay in the timing of when we recognize revenue from
the transmission of email advertisements to enrolled members and receipt of
qualified responses to this email. Our current policy is to recognize revenue
when email is transmitted to members and responses are received. The alternative
under consideration by the EITF would result in this revenue being deferred
until points issued to our members are redeemed for rewards or expire. We
believe that our current revenue recognition policy related to the transmission
of email advertisements to enrolled members and receipt of qualified responses
to such email is in accordance with generally accepted accounting principles and
is based on views published by and consultations with the Securities and
Exchange Commission, as our advertising contracts with our business partners
speak to performing advertising services and do not require the issuance of
points.
We are unable to quantify the impact of the proposed alternatives on our
financial results or predict the outcome of the EITF's project. We cannot assure
you as to what, if any, change, may ultimately be required by actions taken by
the EITF in this project.
<PAGE> 22
FACTORS AFFECTING OPERATING RESULTS
All statements in this Form 10-Q that do not discuss past results are
forward-looking statements. Forward-looking statements are based on management's
current expectations and are therefore subject to certain risks and
uncertainties. Any of the following risks could seriously harm our business,
financial condition or results of operations. As a result, these risks could
cause the decline of the trading price of our common stock. The risks described
below, however, are not the only ones that we face. You should also refer to the
other information set forth in this Form 10-Q, including our financial
statements and the related notes.
RISKS ASSOCIATED WITH OUR BUSINESS
WE HAVE ONLY A LIMITED OPERATING HISTORY THAT INVESTORS MAY USE TO ASSESS OUR
FUTURE PROSPECTS
We have only a limited operating history upon which you can evaluate our
business. We commenced operations in November 1996 and did not begin to generate
revenues until July 1997. We have not and may never generate sufficient revenues
to achieve profitability. Although we have experienced revenue growth in recent
periods, these growth rates may not be sustainable or indicative of our future
growth. We have limited experience addressing challenges frequently encountered
by early-stage companies in the electronic commerce and direct marketing
industries. We may not be successful in addressing these risks, and our business
strategy may not be successful. In addition, we have never operated during a
general economic downturn in the United States, which typically adversely
affects advertising and marketing expenditures and retail sales. Accordingly,
our limited operating history does not provide investors with a meaningful basis
for evaluating an investment in our common stock.
WE HAVE A HISTORY OF LOSSES AND EXPECT LOSSES TO CONTINUE AT LEAST THROUGH 2001
Our accumulated deficit as of September 30, 2000 was $100.6 million. We have
never operated profitably and, given our planned level of operating expenses, we
expect to continue to incur losses at least through 2001. We plan to increase
our operating expenses as we continue to build infrastructure to support the
expansion of our business. Our losses may increase in the future, and even if we
achieve our revenue targets, we may not be able to sustain or increase
profitability on a quarterly or annual basis. If our revenues grow more slowly
than we anticipate, or if our operating expenses exceed our expectations and
cannot be adjusted accordingly, our losses could continue beyond our present
expectations.
<PAGE> 23
OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO FLUCTUATIONS, WHICH COULD AFFECT
OUR STOCK PRICE
Our revenue and operating results may vary significantly from quarter to quarter
due to a number of factors, some of which are outside of our control. As a
result, our operating results may be below the expectations of public market
analysts and investors. In this event, the price of our common stock may fall.
The factors most likely to produce varied results include:
- the advertising budget cycles of individual advertisers;
- the number of reward points redeemed by our members and the costs
associated with these redemptions;
- changes in the mix of our business;
- changes in marketing and advertising costs that we incur to attract
and retain members;
- changes in our pricing policies, the pricing policies of our
competitors or the pricing policies for internet advertising
generally; and
- unexpected costs and delays relating to the expansion of our
operations.
Due to these factors, revenues and operating results are difficult to forecast
and you should not rely on period to period comparisons of results of operations
as an indication of our future performance.
OUR OPERATING RESULTS ARE SUBJECT TO SEASONAL FLUCTUATIONS THAT COULD IMPACT OUR
GROWTH AND AFFECT OUR STOCK PRICE
We believe that our revenues will be subject to seasonal fluctuations as a
result of general patterns of retail advertising, which are typically lower
during the first and third quarter of the year and highest in the fourth
quarter. In addition, expenditures by advertisers tend to be cyclical,
reflecting general economic conditions and consumer buying patterns. The extent
of these seasonal fluctuations in any period may be difficult to predict and, if
the fluctuations are greater than our expectations, our growth rate would
decline. In this event, the price of our common stock may fall.
WE MAY HAVE DIFFICULTIES INTEGRATING RECENT AND FUTURE ACQUISITIONS AND ANY
FAILURE TO SUCCESSFULLY INTEGRATE ACQUIRED COMPANIES WOULD REDUCE OUR ABILITY TO
REALIZE THE ANTICIPATED VALUE OF THE ACQUISITION
In the first quarter of 2000, we acquired ADG. We closed the acquisition of
<PAGE> 24
Cybergold in the third quarter of 2000. We may pursue other acquisitions in the
future. Based on our experiences with our first acquisition in 1998, we expect
to face numerous risks and uncertainties generally associated with acquisitions,
including:
- potentially adverse effects on our reported results of operations from
acquisition-related charges and amortization of goodwill and purchased
technology;
- our ability to maintain customers or the reputation of the acquired
businesses;
- potential dilution to current stockholders from the issuance of
additional equity securities;
- difficulties integrating operations, personnel, technologies, products
and information systems of the acquired businesses;
- diversion of management's attention from other business concerns; and
- potential loss of key employees of acquired businesses.
In November and December 1998, through our acquisition of Enhanced Response
Technologies, Inc. and a company affiliated with Experian Information Solutions,
Inc., we acquired internet and electronic commerce related assets and
technologies to support a web-based rewards program known as MyPoints. We
integrated MyPoints with our BonusMail email service during March and April
1999. This integration involved the combination of two different marketing
programs and technology platforms, as well as operations in San Francisco and
Chicago. In connection with this integration, we incurred substantial costs.
During the relaunch of the integrated MyPoints program, we encountered several
unanticipated problems which resulted in significant periods of system downtime
during April 1999. During these periods of downtime, our web site was not
accessible by members. We believe that we have resolved the problems that caused
this downtime; however, there can be no assurance that we will not encounter
additional system-related problems.
In January 2000, we acquired Alliance Development Group, Inc., a company that
operates offline customer rewards programs. In connection with this acquisition,
we intend to integrate our technology with ADG's offline programs to help make
them more efficient. If we are unable to do this in a timely manner, we may be
unable to realize the anticipated benefits of this acquisition.
In August 2000, we closed the acquisition of Cybergold. As part of that
transaction, we have created a subsidiary called Magnacash, 81.5% of which has
been sold to an investment group. Magnacash will perform certain services to
MyPoints.com with regard to the Cybergold business. If Magnacash becomes
illiquid we will be required to find an alternate source for the services to be
provided. We expect to face numerous risks and uncertainties generally
associated with this acquisition, including:
MYPOINTS AND CYBERGOLD MAY NOT ACHIEVE THE BENEFITS THEY EXPECT FROM THE MERGER,
WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON THE COMBINED
<PAGE> 25
COMPANY'S BUSINESS, FINANCIAL CONDITION AND OPERATING RESULTS AND/OR COULD
RESULT IN LOSS OF KEY PERSONNEL.
We will need to overcome significant issues in order to realize any benefits
from the merger, including the timely, efficient and successful execution of a
number of post-merger events. Key events include:
- Integrating the operations of the two companies;
- Retaining and assimilating the key personnel of each company;
- Offering the existing services of each company to the other Company's
customers;
- Retaining the existing customers and strategic partners of each
company
- Developing new services that utilize the assets of both companies; and
- Maintaining uniform standards, controls, procedures and policies.
The successful execution of these post-merger events will involve considerable
risk and may not be successful. These risks include:
- The potential disruption of the combined company's ongoing business
and distraction of it's management;
- The difficulty of incorporating acquired technology and rights into
the combined company's products and services;
- Unanticipated expenses related to technology integration;
- The impairment of relationships with employees and customers as a
result of any integration of new management personnel; and
- Potential unknown liabilities associated with the acquired business.
THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE AS A RESULT OF THE MERGER.
The market price of our common stock may decline as a result of the merger for a
number of reasons including if:
- The integration of MyPoints and Cybergold is unsuccessful;
- We do not achieve the perceived benefits of the merger as rapidly or
to the extent anticipated by financial or industry analysts; or
- The effect of the merger in our financial results is not considered
with the expectations of financial or industry analysts.
In addition, our customers and strategic partners, in response to the
<PAGE> 26
announcement of the merger, may delay or defer decisions concerning the
relevant company. Any delay or deferral in those decisions by customers,
strategic partners or suppliers could have a material adverse effect on business
of the relevant company. Similarly, current and prospective employees may
experience uncertainty about their future roles with us until our strategies
with regard to Cybergold are announced or executed. This may adversely affect
our ability to attract and retain key management, sales, marketing and technical
personnel.
WE ARE GROWING RAPIDLY, AND THE FAILURE TO MANAGE OUR GROWTH COULD STRAIN OUR
MANAGEMENT SYSTEMS AND RESOURCES
As we continue to increase the scope of our operations, we may not have an
effective planning and management process in place to implement our business
plan successfully. We have grown from 24 employees on January 1, 1998 to 439
employees on September 30, 2000. In October 2000, we initiated a workforce
reduction of 120 employees. The staff reductions were primarily in technology,
production and administrative-related positions. The growth in our business and
the workforce reduction could strain the development of our management systems.
We anticipate the needs to continue to improve our financial and managerial
controls and our reporting systems. In addition, we will need to expand, train
and manage our work force.
OUR SUCCESS DEPENDS ON OUR ABILITY TO MAINTAIN AND EXPAND AN ACTIVE MEMBERSHIP
BASE
Our success largely depends on our ability to maintain and expand an active
membership base. Our revenues are primarily driven by fees paid by advertisers
and direct marketers based on specific actions taken by our members. If we are
unable to induce existing and new members to actively participate in our
programs, our business, results of operations and financial condition will be
harmed. We generate a significant portion of our revenues based on the activity
of a small percentage of our members, and we cannot assure you that the
percentage of active members will increase. In addition, some of our members
have requested to limit the number of emails they receive from us. Although our
membership has grown in prior periods, we cannot be sure that our membership
growth will continue at current rates or increase in the future.
WE FACE INTENSE COMPETITION, AND THE FAILURE TO COMPETE EFFECTIVELY COULD
ADVERSELY AFFECT OUR MARKET SHARE AND RESULTS OF OPERATIONS
We face intense competition from both traditional and online advertising and
direct marketing businesses. We expect competition to increase due to the lack
of significant barriers to entry for online business generally. As we expand the
scope of our product and service offerings, we may compete with a greater number
of media companies across a wide range of advertising and direct marketing
services. Our ability to generate significant revenue from advertisers and
loyalty partners will depend on our ability to differentiate ourselves through
the technology and services we provide and to obtain adequate participation from
consumers in our online direct marketing and rewards programs. Rewards providers
are also a critical element of our business.
The attractiveness of our program to current and potential members and loyalty
partners depends in large part on the attractiveness of the rewards and point
redemption opportunities that we offer. Currently, several companies offer
competitive online products or services, including Netcentives. We also expect
<PAGE> 27
to face competition from established online portals and community web sites that
engage in direct marketing and loyalty point programs, as well as from
traditional advertising agencies and direct marketing companies that may seek to
offer online products or services.
Many of our current competitors and potential new competitors have longer
operating histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than we do.
These advantages may allow them to respond more quickly to new or emerging
technologies and changes in customer requirements. It may also allow them to
engage in more extensive research and development, undertake more far-reaching
marketing campaigns, adopt more aggressive pricing policies, and make more
attractive offers to potential employees, strategic partners and advertisers. In
addition, current and potential competitors have established or may establish
cooperative relationships among themselves or with third parties to increase the
ability of their products or services to address the needs of our prospective
advertisers and advertising agency customers. As a result, it is possible that
new competitors may emerge and rapidly acquire significant market share. We may
not be able to compete effectively, and competitive pressures may result in
price reductions, reduced gross margins and loss of our market share.
THE FAILURE TO ESTABLISH THE MYPOINTS BRAND WOULD IMPAIR OUR COMPETITIVE
POSITION
We are highly dependent on establishing and maintaining our brand. Any event or
circumstance that negatively impacts our brand could have a direct and material
adverse effect on our business, results of operations and financial condition.
As competitive pressures in the online direct marketing industry increase, we
believe that brand strength will become increasingly important. The reputation
of the MyPoints brand will depend on our ability to provide a high-quality
member experience. We cannot assure you that we will be successful in delivering
this experience. If members are not satisfied with the quality of their
experience with the MyPoints program, their negative experiences might result in
publicity that could damage our reputation. If we expend additional resources to
build the MyPoints brand and do not generate a corresponding increase in
revenues as a result of our branding efforts, or if we otherwise fail to promote
our brand successfully, our competitive position would suffer.
NEW FINANCIAL ACCOUNTING STANDARDS COULD REQUIRE US TO CHANGE OUR REVENUE
RECOGNITION POLICIES, WHICH COULD SIGNIFICANTLY REDUCE OUR REVENUE OR ADVERSELY
AFFECT OUR RESULTS OF OPERATIONS
At its September 2000 meeting, the Financial Accounting Standards Board Emerging
Issues Task Force, the EITF, began discussing Issue No. 00-22, "Accounting for
'Points' and Certain Other Time- or Volume-Based Sales Incentive Offers, and
Offers for Free Products or Services to be Delivered in the Future." EITF Issue
No. 00-22 addresses the accounting for revenues and expenses relating to point
and other loyalty programs. The EITF did not reach a consensus on this issue at
the September meeting and plans on discussing it at a future meeting. Among
alternatives under consideration by the EITF is one that would, if adopted,
result in a significant delay in the timing of when we recognize revenue from
the transmission of email advertisements to enrolled members and receipt of
qualified responses to this email. Our current policy is to recognize revenue
when email is transmitted to members and responses are received. The alternative
under consideration by the EITF would result in this revenue being deferred
until points issued in connection with such emails are redeemed for rewards by
our members. We believe that our current revenue recognition policy related to
the transmission of email advertisements to enrolled members and receipt of
qualified responses to such email is in accordance with generally accepted
accounting principles and is based on views published by and consultations with
the Securities and Exchange Commission, as our advertising contracts with our
business partners speak to performing advertising services and do not require
the issuance of points.
We are unable to quantify the impact of the proposed alternatives on our
financial results or predict the outcome of the EITF's project. We cannot assure
you as to what, if any, change, may ultimately be required by actions taken by
the EITF in this project. Please refer to our future Quarterly Reports on 10-Q
and Annual Reports on 10-K filed with the Securities and Exchange Commission for
updates on EITF No. 00-22 and its impact on us.
THE FAILURE TO ACCURATELY ESTIMATE LEVELS OF REDEMPTIONS WOULD ADVERSELY AFFECT
OUR RESULTS OF OPERATIONS
Our historical and forecasted financial statements reflect our assumptions as to
the percentage of awards issued by us that will not be redeemed by members prior
to expiration. This percentage of unredeemed awards is known as "breakage." The
breakage rates we have used in preparing our financial statements and forecasts
are based primarily on our limited experience with our own program since its
launch in May 1997. We have also reviewed breakage rates reported by other
operators of loyalty and rewards programs, such as airlines. Although we believe
that the breakage rates we have used are reasonable in light of our analysis and
experience, we cannot assure you that our actual breakage rates will equal or be
less than our assumed breakage rates. If our actual breakage rates are less than
our assumed breakage rates, meaning that a greater number of awards are actually
redeemed than we had assumed would be redeemed, our results of operations could
be materially and adversely affected. In addition, operators of loyalty programs
have, from time to time, for competitive or other reasons, extended the
expiration dates for awards, miles or other rewards currencies. For
<PAGE> 28
example, we extended the expiration date for the points associated with the
email portion of our program when we relaunched our email and web-based
services. If it becomes necessary for us to extend the expiration date of a
significant balance of outstanding awards in the future, it is possible that our
actual breakage rates would be lower than our assumed breakage rates, which
could materially and adversely affect our results of operations. In addition,
the timing of members' decisions to redeem is at the discretion of
members and cannot be controlled by us. Awards generally have a life of three to
four years and can be redeemed by members until their expiration date. To the
extent that members redeem at a rate that is more rapid than that anticipated by
us, we would experience a need for increased working capital to fund these
redemptions. Accordingly, the timing of redemptions by members could materially
and adversely affect our results of operations.
A SMALL NUMBER OF OUR ADVERTISING CUSTOMERS ACCOUNTS FOR A SIGNIFICANT PORTION
OF OUR REVENUES; THEREFORE THE LOSS OF PRINCIPAL CUSTOMERS COULD ADVERSELY
AFFECT OUR REVENUES
No single advertising customer accounted for more than 10% of our revenue in
1999 and the nine months ended September 30, 2000. Our ten largest advertising
customers were responsible for approximately 25% of our revenues during 1999 and
32% in the three months ended September 30, 2000. We do not have long-term
contracts with most of our customers, and customers can generally terminate
their relationships with us upon specified notice and without penalties. Thus,
we may not be able to retain our principal customers. The loss of one or more of
our principal customers could have a material adverse effect on our revenues.
OUR PROSPECTS FOR OBTAINING ADDITIONAL FINANCING, IF REQUIRED, ARE UNCERTAIN AND
FAILURE TO OBTAIN NEEDED FINANCING COULD AFFECT OUR ABILITY TO PURSUE FUTURE
GROWTH
We may need to raise additional funds to develop or enhance our services or
products, to fund expansion, to respond to competitive pressures or to acquire
complementary products, businesses or technologies. We cannot assure you that
additional financing will be available on terms favorable to us, or at all. If
additional funds are raised through the issuance of equity or convertible debt
securities, the percentage ownership of our stockholders would be reduced and
these securities might have rights, preferences or privileges senior to those of
our current stockholders. If adequate funds are not available on acceptable
terms, our ability to fund our expansion, take advantage of unanticipated
opportunities, develop or enhance services or products, or otherwise respond to
competitive pressures would be significantly limited.
WE DEPEND ON THE SERVICES OF OUR EXECUTIVE OFFICERS AND KEY EMPLOYEES TO MANAGE
OUR GROWTH, AND THERE IS NO ASSURANCE WE CAN RETAIN THEIR SERVICES
Our future success depends on the continued service of our key senior management
and technical and sales personnel. The loss of any of these persons could have a
material adverse effect on our business. We do not have key-person insurance on
any of our employees. Frank J. Pirri, our Senior Vice President, Offline
Commerce, joined us in December 1998 as the result of acquisition transactions
that took place in the fourth quarter of 1998. Charles H. Berman, formerly
Executive Vice President, Sales, has become the new COO succeeding Robert C.
Hoyler, our former Chief Operating Officer, who left the company in August 2000.
John Steuart,
<PAGE> 29
previously CFO of Cybergold, joined the company in August 2000 as the new CFO.
Craig Stevens, Senior Vice President of Legal Affairs, General Counsel and
Assistant Secretary joined the company in August 2000. Steven E. Parker, our
Senior Vice President, Marketing, resigned in August 2000. In addition, Steve
Markowitz, our CEO and President resigned on November 3, 2000. Layton Han,
Senior Vice President of Business Development of the company, will act as
President for the company until a new CEO can be found, for which a search is
being conducted. The new management team has limited experience working
together.
Our success depends on our ability to attract, retain and motivate highly
skilled employees. Competition for employees in our industry is intense. We may
be unable to retain our key employees or to attract, assimilate and retain other
highly qualified employees in the future. We have experienced difficulty from
time to time in attracting the personnel necessary to support the growth of our
business, and we may experience similar difficulty in the future.
FAILURE TO SAFEGUARD OUR DATABASE AND MEMBER PRIVACY COULD AFFECT OUR REPUTATION
AMONG CONSUMERS
An important feature of the MyPoints program is our ability to develop and
maintain individual member profiles. Security and privacy concerns may cause
consumers to resist providing the personal data necessary to support this
profiling capability. As a result of these security and privacy concerns, we may
incur significant costs to protect against the threat of security breaches or to
alleviate problems caused by such breaches. Usage of our MyPoints program could
decline if any well-publicized compromise of security occurred. In addition,
third parties could alter information in our database that would adversely
affect our ability to target direct marketing offers to members. We could also
be subject to legal claims from members. Any public perception that we engaged
in unauthorized release of member information would adversely affect our ability
to attract and retain members.
As part of our point redemption services, we maintain a database containing
information on our members' account balances. Our database may be subject to
access by unauthorized users accessing our systems remotely. If we experience a
security breach, the integrity of our points database could be affected. This
breach could lead to financial losses through the unauthorized redemption of
points.
Our database of member accounts includes account information and transaction
information of each member. Failure by us to maintain the integrity of this
data could result in attrition of members or could result in emails delivered
to untargeted members. Failure by us to email the targeted member could result
in a reduction of revenues.
WE ARE VULNERABLE TO SYSTEM FAILURES WHICH COULD CAUSE INTERRUPTIONS OR
DISRUPTIONS IN OUR SERVICE
The hardware infrastructure on which the MyPoints system operates is located at
the Exodus Communications data center in Jersey City, New Jersey. In April 1999,
we completed a transition to Exodus from a combination of internally maintained
systems and systems maintained by another third-party service provider. We
cannot assure you that we will be able to manage this relationship successfully
to mitigate any risks associated with having our hardware infrastructure
maintained by Exodus. Unexpected events such as natural disasters, power losses
and vandalism could damage our systems. Telecommunications failures, computer
viruses, electronic break-ins or other similar disruptive problems could
adversely affect the operation of our systems. Our insurance policies may not
adequately compensate us for any losses that may occur due to any damages or
interruptions in our systems. Accordingly, we could be required to make capital
expenditures in the event of damage. We do not currently have fully redundant
systems or a formal disaster recovery plan.
<PAGE> 30
Periodically we experience unscheduled system downtime, which results in our web
site being inaccessible to members. In particular, during the relaunch of the
integrated MyPoints program in April 1999, we experienced significant periods of
system downtime during which our web site was inaccessible. Although we did not
suffer material losses during these downtimes, if these problems persist in the
future, members and advertisers could lose confidence in our services.
SYSTEM CAPACITY CONSTRAINTS MAY RESULT IN A LOSS OF REVENUES
A substantial increase in the use of our products and services could strain the
capacity of our systems, which could lead to slower response time or system
failures. System failures or slowdowns adversely affect the speed and
responsiveness of our rewards transaction processing. These would diminish the
experience for our members and reduce the number of transactions, and thus,
could reduce our revenue. As a result, we face risks related to our ability to
scale up to our expected transaction levels while maintaining satisfactory
performance. If our transaction volume increases significantly, we will need to
purchase additional servers and networking equipment to maintain adequate data
transmission speeds. The availability of these products and related services may
be limited or their cost may be significant.
WE FACE RISKS ASSOCIATED WITH THIRD PARTY CLAIMS AND PROTECTION OF OUR
INTELLECTUAL PROPERTY RIGHTS, AND ANY LITIGATION RELATING TO INTELLECTUAL
PROPERTY RIGHTS COULD HARM OUR BUSINESS
Our business activities may infringe upon the proprietary rights of others, and
other parties may assert infringement claims against us. We have received three
claims of alleged infringement, one of which has been resolved through a license
agreement. The second claim of infringement is with Cybergold which we acquired
in August, 2000. Also, in July 1999, we received an infringement claim from
another party, along with an offer to grant a license to us at a cost that would
not be material. To our knowledge, no litigation has been filed against us based
on this claim. We are evaluating the claim and have not yet begun substantive
discussions regarding it. Litigation may also be necessary to enforce our
intellectual property rights, to protect our trade secrets or to determine the
validity and scope of the proprietary rights of others. An adverse determination
in any litigation of this type could require us to make significant changes to
the structure and operation of our online rewards program, attempt to design
around a third party's patent, or license alternative technology from another
party. Implementation of any of these alternatives could be costly and time
consuming, and might not be possible. In addition, any intellectual property
litigation, even if successfully defended, would result in substantial costs and
diversion of resources and management attention.
Our success and ability to compete depends on our internally developed
technologies and trademarks, which we seek to protect through a combination of
patent, copyright, trade secret and trademark laws. Despite actions we take to
protect our proprietary rights, it may be possible for third parties to copy or
otherwise obtain and use our proprietary information without authorization or to
develop similar technology independently. In addition, legal standards relating
<PAGE> 31
to the validity, enforceability and scope of protection of proprietary rights in
internet-related businesses are uncertain and still evolving. We cannot give any
assurance regarding the future viability or value of any of our proprietary
rights. In addition, we cannot give any assurance that the steps taken by us
will prevent misappropriation or infringement of our proprietary information.
Any infringement or misappropriation, should it occur, could have a material
adverse effect on any competitive advantage incident to our proprietary rights.
AS WE EXPAND OUR BUSINESS INTERNATIONALLY, WE MAY NEED TO ADAPT OUR PRODUCTS AND
SERVICES AND WE MAY BE SUBJECT TO FOREIGN GOVERNMENT REGULATION AND TAXATION,
CURRENCY ISSUES, DIFFICULTIES IN MANAGING FOREIGN OPERATIONS AND FOREIGN
POLITICAL ECONOMIC INSTABILITY
An element of our growth strategy is to further introduce our services in
international markets. Our participation in international markets will be
subject to our potential inability to adapt, expand or enhance our products and
services to suit foreign markets. In addition, international operations are
generally associated with risks such as foreign government regulations, export
license requirements, tariffs and taxes, fluctuations in currency exchange
rates, introduction of the European Union common currency, difficulties in
managing foreign operations and political and economic instability. To the
extent our potential international members or our international partners are
impacted by currency devaluations, general economic crises or other
macroeconomic events, the ability of our members to utilize our services could
be diminished. In order to help us address some of the risks associated with
introducing our services internationally, we believe it will be necessary to
establish strategic relationships with international partners. We cannot assure
you that electronic commerce will develop successfully in international markets
or that potential members in these foreign markets will utilize incentives-based
marketing programs. Furthermore, we cannot assure you that we will be able to
overcome any legal restrictions related to offering rewards and incentives that
may exist in foreign jurisdictions. Any failure to develop our business
internationally may harm our competitive position and consequently our business.
RISKS ASSOCIATED WITH THE INTERNET INDUSTRY
IF THE ACCEPTANCE OF ONLINE ADVERTISING AND DIRECT MARKETING DOES NOT CONTINUE,
OUR REVENUES WOULD DECLINE
We expect to derive a substantial portion of our revenues from online
advertising and direct marketing, including both email and web-based programs.
If these services do not continue to achieve market acceptance, we cannot assure
you that we will generate business at a sufficient level to support our
continued operations. The internet has not existed long enough as an advertising
medium to demonstrate its effectiveness relative to traditional advertising
media. Advertisers and advertising agencies that have historically relied on
traditional advertising may be reluctant or slow to adopt online advertising.
Many potential advertisers have limited or no experience using email or the web
as an advertising medium. They may have allocated only a limited portion of
their advertising budgets to online advertising, or may find online advertising
to be less effective for promoting their products and services than traditional
advertising media. If the market for online advertising fails to develop or
develops more slowly than we expect, our revenues would decline. Additionally,
during the third quarter of 2000, market demand for on-line advertising services
such as those offered by us weakened, particularly from early-stage internet and
e-commerce companies. We expect weaker demand and smaller marketing budgets from
these companies to continue in the fourth quarter of 2000 and into 2001.
The market for email advertising in general is vulnerable to the negative public
perception associated with unsolicited email, known as "spam." We do not send
<PAGE> 32
unsolicited email. However, public perception, press reports or governmental
action related to spam could reduce the overall demand for email advertising in
general and our MyPoints BonusMail service in particular.
IF ONLINE REWARDS PROGRAMS ARE NOT WIDELY ACCEPTED BY BUSINESSES AND INTERNET
USERS OUR BUSINESS MODEL WILL NOT SUCCEED
Our success depends in large part on the continued growth and acceptance of
online rewards programs. If online rewards programs are not widely accepted by
advertisers and embraced by internet users, our business model will not succeed.
Although loyalty and rewards programs have been used extensively in conventional
marketing and sales channels, they have only recently begun to be used online.
We cannot assure you that online programs will continue to be accepted by
advertisers and that we can continue to offer advertisers attractive promotions
and satisfied members. The success of our business model also will depend on our
ability to attract and retain members. We cannot assure you that our marketing
efforts and the quality of each member's experience, including the number and
relevance of the direct marketing offers we provide and the perceived value of
the rewards we offer, will generate sufficient satisfied members.
TO REMAIN COMPETITIVE, WE MUST KEEP PACE WITH RAPID TECHNOLOGICAL CHANGES IN OUR
INDUSTRY
Our market is characterized by rapidly changing technologies, frequent new
product and service introductions, short development cycles and evolving
industry standards. The recent growth of the internet and intense competition in
our industry exacerbate these market characteristics. We must adapt to rapidly
changing technologies by maintaining and improving the performance features and
reliability of our services. We may experience technical difficulties that could
delay or prevent the successful development, introduction or marketing of new
products and services. In addition, any new enhancements to our products and
services must meet the requirements of our current and prospective users. We
could incur substantial costs to modify our services or infrastructure to adapt
to rapid technological change.
CONTINUED DEVELOPMENT AND USE OF THE INTERNET INFRASTRUCTURE IS CRITICAL TO OUR
ABILITY TO OFFER OUR SERVICES
Our members depend on internet service providers for access to our web site.
Internet service providers and web sites have experienced significant outages in
the past, and could experience outages, delays and other difficulties due to
system failures unrelated to our systems. If outages or delays occur frequently
in the future, internet usage, as well as electronic commerce and the usage of
our products and services, could grow more slowly or decline. A number of
factors may inhibit internet usage, including inadequate network infrastructure,
security concerns, inconsistent quality of service, and lack of availability of
cost-effective, high-speed service. If internet usage grows, the internet
infrastructure may not be able to support the demands placed on it by this
growth and its performance and reliability may decline.
OUR BUSINESS DEPENDS ON OUR ABILITY TO COLLECT MEMBER INFORMATION; FUTURE
REGULATION OF THE INTERNET COULD RESTRICT OUR ACCESS TO THIS INFORMATION
<PAGE> 33
Laws and regulations that apply to the internet may become more prevalent in the
future. The laws governing the internet and email services remain largely
unsettled. There is no single governmental body overseeing our industry, and
many state laws that have been enacted in recent years have different and
sometimes inconsistent application to our business. In particular, our business
model could be severely damaged if regulations were enacted that restricted our
ability to collect or use information about our members.
The governments of foreign countries may also attempt to regulate electronic
commerce. New laws could dampen the growth in use of the internet generally and
decrease the acceptance of the internet as a commercial medium. In addition,
existing laws such as those governing intellectual property and privacy may be
interpreted to apply to the internet. The federal government, state governments
or other governmental authorities could also adopt or modify laws or regulations
relating to the internet.
In 1998, the United States government enacted a three-year moratorium
prohibiting states and local governments from imposing new taxes on electronic
commerce transactions. Upon expiration of this moratorium, if it is not
extended, states or other governments might levy sales or use taxes on
electronic commerce transactions. An increase in the taxation of electronic
commerce transactions might also make the internet less attractive for consumers
and businesses. In addition, the Federal Trade Commission is considering the
adoption of regulations regarding the collection and use of personal information
obtained from individuals, especially children, when accessing web sites. These
regulations could restrict our ability to provide demographic data to our
advertising and marketing clients. At the international level, the European
Union has adopted a directive that will impose restrictions on the collection
and use of personal data. This directive could affect U.S. companies that
collect information over the internet from individuals in European Union member
countries and may impose restrictions that are more stringent than current
internet privacy standards in the United States. These developments could have
an adverse effect on our business, results of operations and financial
condition.
OTHER RISKS ASSOCIATED WITH OWNERSHIP OF OUR COMMON STOCK
SUBSTANTIAL CONTROL WILL REMAIN WITH OUR MANAGEMENT AND MAJOR STOCKHOLDERS AND
THIS COULD DELAY OR PREVENT A CHANGE OF CONTROL
Our executive officers, our directors and entities affiliated with them and our
5% stockholders together currently beneficially own approximately 30% of our
outstanding common stock. These stockholders, if they vote together, will retain
substantial control over matters requiring approval by our stockholders, such as
the election of directors and approval of significant corporate transactions.
This concentration of ownership might also have the effect of delaying or
preventing a change in control.
PROVISIONS OF OUR CORPORATE CHARTER DOCUMENTS COULD DELAY OR PREVENT A CHANGE OF
CONTROL
Various provisions of our certificate of incorporation and bylaws could have the
effect of delaying or preventing a change in control and make it more difficult
for a third party to acquire us, even if doing so would be beneficial to our
stockholders. These provisions, if used by our management, could negatively
affect our stock price.
<PAGE> 34
FUTURE SALES OF OUR COMMON STOCK COULD CAUSE THE PRICE OF OUR SHARES TO DECLINE
As a result of an offering of common stock which we completed in February 2000,
approximately 13.6 million shares of our common stock were subject to lock-up
agreements between the holders of those shares and the representatives of the
underwriters in the offering, under which the holders had agreed not to offer,
sell, contract to sell or grant any option to purchase or otherwise dispose of
their common stock until May 14, 2000, subject to limited exceptions. Following
the expiration of the lock-up period, approximately 13.1 million shares subject
to the lock-up agreements as well as approximately 10.6 million shares issued
upon the closing of the Cybergold acquisition became available for immediate
resale in the public market subject, in some instances, to the volume and other
limitations of Rule 144. Resales of a substantial number of shares of our common
stock into the public market could cause its price to decline. This is
particularly the case because a substantial portion of our outstanding shares of
common stock are held by persons who purchased their shares at prices below
recent market prices of our stock.
OUR STOCK PRICE HAS BEEN VOLATILE, AND YOU MAY NOT BE ABLE TO SELL
YOUR SHARES AT A PROFIT
The stock market has experienced significant price and volume fluctuations, and
the market prices of technology companies, particularly internet-related
companies, have been highly volatile. Investors may not be able to resell their
shares at or above the price which they paid for their shares. In addition, our
results of operations during future fiscal periods might fail to meet the
expectations of stock market analysts and investors. This failure could lead the
market price of our common stock to decline and cause us to become the subject
of securities class action lawsuits.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk for changes in interest rates is limited to the
exposure related to our debt instruments which are tied to market rates. We do
not plan to use derivative financial instruments in our investment portfolio.
We plan to ensure the safety and preservation of our invested principal funds
by limiting default risks, market risk and reinvestment risk. We plan to
invest in high-credit quality securities.
<PAGE> 35
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of business, the Company is at times subject to pending and
threatened legal actions and proceedings. After reviewing pending and threatened
actions and proceedings with counsel, management believes that the outcome of
such actions or proceedings is not expected to have a material adverse effect on
the financial position or results of operations of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On February 23, 2000 we completed a follow-on stock offering in which we sold
2,450,000 shares of common stock at $45.88 per share. The total aggregate gross
proceeds amounted to $112.4 million. Underwriters' discounts and other related
costs were $6.7 million resulting in net proceeds of $105.7 million. On August
19, 1999, we completed our initial public offering, in which we sold 5,750,000
shares of common stock at $8 per share. The total aggregate gross proceeds
amounted to $46 million. Underwriters' discounts and other related costs were
$4.8 million resulting in net proceeds of $41.2 million. From August 19,1999 to
September 30, 2000, the Company estimates that it has used a portion of the net
proceeds of the two offerings as follows: (i) investments in cash and cash
equivalents of $108.5 million; and (ii) working capital of $ 38.4 million.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K:
The Registrant filed Form 8-K/A on October 23, 2000 with respect to the
acquisition of Cybergold, Inc.
<PAGE> 36
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, thereunto duly authorized,
November 14, 2000 MYPOINTS.COM, INC.
By /s/ John Steuart
-------------------
John Steuart
Senior Vice President, Finance and Chief
Financial Officer (Principal Financial and
Accounting Officer)
<PAGE> 37
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
