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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 000-27787
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DIGITAL IMPACT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 94-3286913
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
177 BOVET ROAD, SAN MATEO, CALIFORNIA 94402
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 356-3400
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
<S> <C>
NONE NONE
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting Common Stock held by
non-affiliates of the Registrant, based upon the closing sale price of the
Common Stock on May 31, 2000 as reported on the NASDAQ National Market, was
approximately $85,960,000. Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding Common Stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
As of May 31, 2000, the Registrant had outstanding 24,661,933 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Security Holders for Fiscal Year Ended
March 31, 2000 are incorporated by reference in Part II. The Annual Report shall
be deemed "filed" with the Commission only with respect to those portions
specifically incorporated by reference herein. Portions of our definitive Proxy
Statement for our Annual Meeting of Stockholders for the fiscal year ended March
31, 2000, which will be filed with the Securities and Exchange Commission within
120 days after the end of our fiscal year, are incorporated by reference in Part
III.
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PART I
FORWARD-LOOKING INFORMATION
The forward-looking statements included in this report, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties. Actual results could differ materially from those anticipated in
the forward-looking statements included herein as a result of a number of
factors, including but not limited to those discussed in Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
incorporated by reference to pages 12 through 21 of the Company's Annual Report
to Stockholders.
ITEM 1. BUSINESS
OVERVIEW
Digital Impact was incorporated in California in October 1997 and
reincorporated in Delaware in October 1999. We offer internet direct marketing
services, or eMarketing, services to businesses that wish to communicate more
effectively with their customers online through digital messages. We combine
proprietary technologies, rigorous business processes and expertise developed
over thousands of eMarketing campaigns to provide a comprehensive, outsourced
internet direct marketing solution. The services we provide are designed to
maximize our clients' return on their marketing investment.
Our core set of services includes eMarketing campaign management, targeting
and one-to-one personalization, media optimization, campaign tracking and
reporting, and data hosting and management. We sell these services under the
name Merchant Mail. In addition, during fiscal year 2000, we introduced two new
customer acquisition programs, Forward to a Friend and Email Exchange. Forward
to a Friend allows our clients to track and analyze emails they have sent to
their customers who then forward these emails to their friends or colleagues.
Email Exchange is a cooperative marketing network that allows our clients to
acquire new customers. We also continue to offer customer data analysis and
strategic consulting services as part of our eMarketing solutions.
During fiscal year 2000, we formed a number of strategic alliances to
strengthen and expand our market reach. In August 1999, we formed an alliance
with Harte-Hanks, Inc. ("Harte-Hanks"), a global firm that offers direct
marketing services to leading companies in a wide variety of industries. Under
this alliance, we offer privately labeled eMarketing services to the clients of
Harte-Hanks. In February 2000, we established an alliance with Impiric, a wholly
owned subsidiary of Young & Rubicam, whereby Digital Impact will be the
exclusive provider of eMarketing services to all of Impiric's worldwide clients,
as well as the preferred provider to the clients of other Young & Rubicam
companies. Additionally, in April 2000, we announced an alliance with WebTV
Networks, Inc. ("WebTV"), a wholly owned subsidiary of Microsoft. Under this
agreement, Digital Impact is providing a private label version of our Email
Exchange platform to WebTV Networks. This has been branded as DealMail.
SERVICES
We provide comprehensive services for executing personalized eMarketing
campaigns designed to enable our clients to acquire and retain online customers.
Our primary suite of eMarketing services, Merchant Mail, is sold as a single
service and currently consists of the following components:
- eMarketing campaign management.
- Targeting and one-to-one personalization.
- Media optimization.
- Campaign tracking and reporting.
- Data hosting and management.
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We also provide other customer acquisition programs such as Email Exchange,
Forward to a Friend, and DealMail.
eMarketing Campaign Management
We assign each client a client services manager, an eMarketing specialist
who applies our extensive domain expertise and methodologies, to manage that
client's email campaigns. The campaign management process includes:
- Establishing rules for email personalization based upon each recipient's
profile and email software environment.
- Checking the quality of each email across over 30 email software
packages.
- Applying our accumulated knowledge base to analyze the results of each
campaign.
- Managing and ensuring the integrity of data transfers with our clients.
Targeting and One-to-One Personalization
We create targeted email messages for each customer based on our clients'
eMarketing objectives. Our targeting and personalization capabilities include:
- Matching a particular email offer to the appropriate group of recipients
based on a pre-defined set of marketing parameters determined by our
clients. For example, in a recent campaign we created emails containing
gardening advice tailored to customers' gardening topic preferences.
- Dynamically assembling unique emails using sophisticated algorithms and
statistical models to predict the content most relevant to each
recipient. For example, we assembled and delivered 35,000 unique emails,
each featuring six different products from a pool of 3,000 possible
choices. The six products and the order in which they were presented to
each customer were determined on the basis of the customer's purchase
behavior, self-reported preferences and demographic profile.
Media Optimization
We use our media sensor technology to determine the optimal graphical
format for each recipient's media channel or email software environment. This
technology enables us to deliver email at the highest level of graphics and
interaction currently available to the recipient, including:
- Plain text emails with universal resource locator, or URL, links.
- Plain text emails with hyperlinked words that are blue and underlined.
- Emails tailored for subscribers of America Online with hyperlinked words
and font formatting.
- Hypertext markup language, or HTML, emails with advanced graphical
elements.
- Dynamic HTML and Java-based email with interactive capabilities greater
than HTML.
- Emails delivered over the set-top box medium.
Campaign Tracking and Reporting
We monitor and report the performance of our clients' email campaigns. The
data is collected at the individual customer level and includes the number and
percentage of:
- Emails delivered.
- Emails rejected.
- Emails opened.
- Click throughs per campaign, per recipient and per specific offer.
- Email replies from customers.
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Data Hosting and Management
We collect, warehouse and manage key marketing elements of our clients'
customer information. In total, we manage over 50 million unique opt-in consumer
profiles. Our data hosting and management services include:
- Maintaining the integrity of our clients' email lists by purging
undeliverable addresses, correcting invalid addresses and eliminating
duplicate records.
- Developing and hosting web pages that transparently integrate with a
client's web site and that allow consumers to enter and update their
profile and subscription information.
- Capturing and processing real-time campaign response data at the
individual recipient level, including the recipient's email software
environment, whether the email was successfully delivered and opened and
which items were clicked on within the email.
- Automatically handling campaign email replies, including unsubscribe
requests, vacation notices, undeliverable messages, and forwarding of
customer service requests.
CUSTOMER ACQUISITION PROGRAMS
During fiscal year 2000, we introduced several customer acquisition
programs: Email Exchange, Forward to a Friend, and DealMail. Email Exchange is a
cooperative marketing network that offers placement of a client's brand in front
of other online shoppers. Forward to a Friend allows our clients to track and
analyze emails they have sent to their customers who then forward these emails
to their friends or colleagues. Finally, DealMail is a strategic relationship
with WebTV where WebTV subscribers receive offers and promotions from Digital
Impact merchants and other WebTV merchants.
ANALYSIS
Our database is continually updated with each eMarketing campaign with
customer demographic, purchase, and online behavioral data. We aggregate this
data and report it to our clients along with recommendations going forward. For
clients with more advanced research needs, we provide customized professional
services that aim to develop the current capabilities of our clients, help them
penetrate new vertical markets, and deepen their marketing expertise.
CLIENTS
Our clients consist of a diverse group of companies operating in many
industries throughout the United States, ranging from Fortune 1000 to small
private companies. For the year ended March 31, 2000, no single customer
accounted for more than 10% of our total revenues or accounts receivable.
COMPETITION
The market for eMarketing services is highly competitive, rapidly evolving
and experiences rapid technological change. We expect competition to increase
significantly in the future because of the attention the internet has received
as a means of advertising and direct marketing and because there are limited
barriers to entry into our market.
We believe that the factors on which we successfully compete include:
- Credibility of clients and their willingness to act as references.
- Quality of eMarketing services.
- Technology-enhanced service offerings.
- Sophistication and reliability of technology.
- Speed of implementation of eMarketing campaigns.
- Cost-effective eMarketing solutions.
- Measurable results.
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Although we believe that our solution currently competes favorably as to
each of these factors, our market is relatively new and is evolving rapidly. We
may not be able to maintain our competitive position against current and
potential competitors.
Our principal competitors include providers of eMarketing solutions such as
Exactis.com (which recently announced that it will be acquired by 24/7 Media
Inc.), Kana Communications, Inc. Kana Connect product, FloNetwork (formerly
Media Synergy), MessageMedia, Responsys.com, Netcentives Inc. (through its
acquisition of Post Communications), and Annuncio Software, Inc.; and the
in-house information technology departments of our existing and prospective
clients.
We may experience additional competition from internet service providers,
advertising and direct marketing agencies and other large established businesses
such as America Online, DoubleClick, Microsoft, IBM, AT&T, Yahoo!, ADVO, CMGI,
Inc., and the Interpublic Group of Companies. Each of these companies possess
large, existing customer bases, substantial financial resources and established
distribution channels and could develop, market or resell a number of eMarketing
services. These potential competitors may also choose to enter the market for
eMarketing services by acquiring one of our existing competitors or by forming
strategic alliances with these competitors. Any of these occurrences could harm
our ability to compete effectively.
Many of our current and potential competitors have longer operating
histories, greater name recognition, larger customer bases, more diversified
lines of products and services and significantly greater resources than we have.
These competitors may be able to devote significant resources to sales and
marketing, adopt more aggressive pricing policies and deliver superior
solutions. In addition, many of our current or potential competitors have broad
distribution channels that may be used to bundle competing products or services.
If such competitors bundle competing products or services, the demand for our
services could substantially decline. As a result, we cannot assure you that we
will compete effectively with our current or future competitors or that
competitive pressures will not harm our business.
INTELLECTUAL PROPERTY RIGHTS
Our success and ability to compete are substantially dependent upon our
technology and intellectual property. While we rely on copyright, trade secret
and trademark law to protect our technology and intellectual property, we
believe that factors such as the technological and creative skills of our
personnel, new service developments and frequent service enhancements are more
essential to establishing and maintaining an intellectual property leadership
position. We have two U.S. patent applications pending and two U.S. trademark
applications pending.
We generally enter into confidentiality agreements with our employees and
consultants. Our confidentiality agreements generally require our employees and
consultants to hold in confidence and not disclose any of our proprietary
information. Despite our efforts to protect our proprietary information,
unauthorized parties may attempt to obtain and use our proprietary information.
Policing unauthorized use of our proprietary information is difficult, and the
steps we have taken might not prevent misappropriation, particularly in foreign
countries where the laws may not protect our proprietary rights as fully as do
the laws of the United States.
We have filed for trademark protection for the mark Digital Impact in the
European Community, which includes the following member countries: Austria,
Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg,
the Netherlands, Portugal, Spain, Sweden and the United Kingdom. We have also
filed for trademark protection for the mark Digital Impact in Japan. Other than
these actions, we have not taken substantial additional steps to protect our
intellectual property in jurisdictions other than the United States.
We collect and use data derived from our clients. This creates the
potential for claims to be made against us, either directly or through
contractual indemnification provisions with customers, including copyright or
trademark infringement, invasion of privacy or other legal theories. Although we
carry general liability insurance, our insurance may not cover potential claims
of this type or may not be adequate to indemnify us for all liability that may
be imposed.
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GOVERNMENT REGULATION
Legislation has recently been enacted in several states restricting the
sending of unsolicited commercial email. The federal government and several
other states are considering, or have considered, similar legislation. Although
the provisions of these current and contemplated laws vary, they generally limit
or prohibit both the transmission of unsolicited commercial emails and the use
of forged or fraudulent routing and header information. Some states, including
California, require that unsolicited emails include opt-out instructions and
that senders of such emails honor any opt-out requests. We believe that our
current suite of services will not be affected by such legislation because we do
not send unsolicited commercial email. We cannot assure you that future
legislation or the application of existing legislation will not harm our
business.
EMPLOYEES
As of March 31, 2000, we had a total of 236 full-time employees. Of the
total number of employees, 75 were engaged in research and development, 41 in
sales, marketing and business development, 96 in account management,
professional services, production and technical support and 24 in finance,
administration and operations. Our future performance depends in significant
part upon the continued service of our key technical, sales and senior
management personnel. Our future success also depends on our continuing ability
to attract, train and retain highly qualified technical, sales and managerial
personnel. Competition for such personnel is intense, and we may not be able to
retain our key personnel in the future. None of our employees is represented by
a labor union. We have not experienced any work stoppages and consider our
relations with our employees to be good.
ITEM 2. PROPERTIES
Our principal executive offices are located in San Mateo, California, where
we lease approximately 32,000 square feet under three leases that expire in
dates ranging from 2002 to 2005. Digital Impact also leases office space in New
York for local sales and client service personnel.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5.MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Information and Recent Sales of Unregistered Securities
Digital Impact's common stock is listed on the Nasdaq Stock Market under
the symbol "DIGI".
The following table sets forth the range of high and low sales prices for
each period indicated:
<TABLE>
<CAPTION>
HIGH LOW
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<S> <C> <C>
Fiscal Year 2000:
Third quarter (from November 23, 1999)................... $65.00 $33.00
Fourth quarter........................................... $58.00 $27.63
</TABLE>
As of March 31, 2000, the approximate number of common stockholders of
record was 90.
Digital Impact has not paid any cash dividends on its capital stock.
Digital Impact currently intends to retain its earnings to fund the development
and growth of its business and, therefore, does not anticipate paying any cash
dividends in the foreseeable future.
(b) Report of offering securities and use of proceeds therefrom:
On November 23, 1999, we completed our initial public offering of 5,175,000
shares of our common stock, which includes 675,000 shares in connection with the
exercise of the underwriters' overallotment option, at $15 per share. The
managing underwriters in the offering were Credit Suisse First Boston; Hambrecht
& Quist; Donaldson, Lufkin & Jenrette; and U.S. Bancorp Piper Jaffray. The
shares of common stock sold in the offering were registered under the Securities
Act of 1933, as amended, on a Registration Statement on Form S-1 (Reg. No.
333-87299) that was declared effective by the Securities and Exchange Commission
on November 22, 1999. The aggregate offering amount including the overallotment
exercise was approximately $77.6 million. We incurred expenses of approximately
$6.8 million, of which approximately $5.4 million represented underwriting
discounts and commissions and approximately $1.4 million represented other
expenses related to the offering.
Currently, we have placed the net proceeds from the offering in short-term,
interest bearing, investment grade securities. During the fourth quarter, we
used a portion of the net proceeds to fund our general operations. We expect to
use the remaining offering net proceeds for working capital and general
corporate purposes, including continued investment in the development of our
current and future eMarketing services, the expansion of our sales and marketing
activities, and investment in our infrastructure. Additionally, we may use a
portion of the net proceeds to acquire or invest in complementary products,
technologies, or businesses.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated by reference to page
11 of our 2000 Annual Report to Stockholders, which is included in Exhibit 13.1.
ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this Item is incorporated by reference to pages
12 through 21 of our 2000 Annual Report to Stockholders, which is included in
Exhibit 13.1.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information required by this Item is incorporated by reference to page
21 of our 2000 Annual Report to Stockholders, which is included in Exhibit 13.1.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by reference to pages
22 through 37 of the Company's 2000 Annual Report to Stockholders, which is
included in Exhibit 13.1.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
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PART III
Certain information required by Part III is omitted from this Report in
that the Registrant will file a definitive proxy statement pursuant to
Regulation 14A (the "Proxy Statement") not later than 120 days after the end of
the fiscal year covered by this Report and certain information included therein
is incorporated herein by reference. Only those sections of the Proxy Statement
that specifically address the items set forth herein are incorporated by
reference.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning the Company's directors required by this Item is
incorporated by reference to the Company's Proxy Statement.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding the executive
officers of the Company as of June 5, 2000:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
William Park..................... 32 President, Chief Executive Officer, and Chairman of the
Board of Directors
Gerardo Capiel................... 31 Chief Technology Officer and Director
David Oppenheimer................ 43 Vice President, Finance, Chief Financial Officer, Treasurer,
and Secretary
Alan Flohr....................... 35 Vice President, Sales
Ronald Rasmussen................. 38 Vice President, Engineering and Operations
James Wahlstrom.................. 52 Vice President, World Wide Field Operations
</TABLE>
William Park has served as our Chief Executive Officer since July 1999 and
serves as President and Chairman of our board of directors, positions he has
held since he co-founded Digital Impact in October 1997. From July 1996 until
November 1996, Mr. Park was Director of Profile Marketing for NetAngels, an
Internet company focused on web personalization technologies. From 1989 to 1994,
Mr. Park held a variety of marketing positions at ZAI*NET Software, Inc., an
enterprise software company, where he became Vice President of Marketing in
1993. Mr. Park holds a B.A. from the University of Pennsylvania and an M.B.A.
from Stanford University.
Gerardo Capiel has served as our Chief Technology Officer and as a member
of our board of directors, a position he has held since he co-founded Digital
Impact in October 1997. From August 1996 to August 1997, Mr. Capiel was Director
of Internet/Internet Solutions for Altro Solutions, an information technology
and business process consulting firm. From June 1995 to September 1995, Mr.
Capiel was a marketing analyst at Broadvision, an Internet applications software
company. Prior to that, Mr. Capiel held various positions at Altro Solutions.
Mr. Capiel holds a B.S. in engineering systems and computation from the
Massachusetts Institute of Technology and an M.B.A. from Stanford University.
David Oppenheimer has served as our Vice President, Finance and Chief
Financial Officer since July 1999. From November 1997 to July 1999, Mr.
Oppenheimer was Vice President, Finance for Autodesk, Inc., a supplier of design
and visual effect software. From January 1995 to November 1997, Mr. Oppenheimer
held several positions with AlliedSignal, Inc., an advanced technology and
manufacturing company, including Chief Financial Officer of AlliedSignal
Electronic Materials, Vice President of Finance for AlliedSignal Aerospace
Services and Controller of AlliedSignal Engines. From August 1985 to January
1995, Mr. Oppenheimer was employed by United Airlines, a commercial air
transportation company, most recently as Division Controller. Mr. Oppenheimer
holds a B.S. in mechanical engineering from State University of New York,
Buffalo and an M.B.A. from the University of California, Berkeley.
Alan Flohr has served as our Vice President, Sales since April 1999. From
May 1995 to April 1999, Mr. Flohr was employed by Advo Incorporated, a direct
mail marketing company, as Vice President of
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Strategic Account Development, Vice President of Field Marketing and Director of
Marketing Planning. From December 1992 to April 1995, Mr. Flohr co-founded and
served as principal of New Paradigm Ventures, a marketing consulting and venture
capital company. Mr. Flohr holds a B.S. in industrial engineering from State
University of New York, Buffalo and an M.B.A. from The Amos Tuck School of
Business Administration at Dartmouth College.
Ronald Rasmussen has served as our Vice President, Engineering and
Operations since October 1999. From September 1997 to October 1999, Mr.
Rasmussen served as Vice President, Engineering and Product Development of The
Santa Cruz Operation Inc., a business systems software company. From 1993 to
September 1997, Mr. Rasmussen served as Director of Engineering of The Santa
Cruz Operation Inc. Prior to that, Mr. Rasmussen served in a variety of senior
software engineering positions for Hewlett-Packard. Mr. Rasmussen holds a B.A.
in economics and a B.A. computer science from the University of California,
Santa Cruz.
James Wahlstrom has served as our Vice President, World Wide Field
Operations since May 2000. From 1983 to 1999, Mr. Wahlstrom held a variety of
general management and field management positions at Amdahl Corporation,
including Vice President and General Manager of North American Operations, Vice
President and General Manager of World Wide Professional Services, Vice
President and General Manger North America West, Australia, and New Zealand, and
Vice President and General Manager of Marketing Operations. Mr. Wahlstrom holds
a B.S. in Economics from Eastern Michigan University.
There is no family relationship among any of the directors or executive
officers of Digital Impact.
The information regarding compliance with Section 16 of the Securities and
Exchange Act of 1934 is to be set forth in the Proxy Statement and is hereby
incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to our
Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to our
Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to our
Proxy Statement.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Report:
1. Financial Statements: The following Financial Statements of Digital
Impact, Inc., and Report of Independent Accountants, are incorporated by
reference to pages 22 through 37 of the Registrant's 2000 Annual Report to
Stockholders:
Balance Sheets -- March 31, 2000 and 1999
Statements of Operations -- Fiscal Years Ended March 31, 2000, 1999 and
the Period from October 16, 1997 (date of inception) through March 31,
1998
Statement of Stockholders' Equity -- for the Period from October 16,
1997 (date of inception) through March 31, 2000
Statements of Cash Flows -- Fiscal Years Ended March 31, 2000, 1999 and
the Period from October 16, 1997 (date of inception) through March 31,
1998
Notes to Financial Statements
Report of Independent Accountants
2. Financial Statement Schedule: The following financial statement
schedule of Digital Impact, Inc., for the fiscal years ended March 31,
2000, 1999, and the Period from October 16, 1997 (date of inception)
through March 31, 1998, is filed as a part of this Report and should be
read in conjunction with the Financial statements of Digital Impact, Inc.
<TABLE>
<S> <C>
Report of Independent Accountants on Financial Statement S-1
Schedule..................................................
Schedule II Valuation and Qualifying Accounts............... S-2
</TABLE>
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set forth
therein is included in the Financial Statements or Notes thereto.
3. Exhibits: The Exhibits listed on the accompanying Index to Exhibits
immediately following the financial statement schedules are filed as part
of, or incorporated by reference into, this Report.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<S> <C>
3.1(1) Form of Amended and Restated Certificate of Incorporation of
the Registrant
3.2(1) Bylaws of the Registrant
4.1(1) Amended and Restated Investor Rights Agreement
10.1(1) Registrant's 1998 Stock Plan, as Amended and Restated
10.2(1) Registrant's 1999 Employee Stock Purchase Plan
10.3(1) Registrant's 1999 Director Option Plan
10.4(1) Employment Agreement by and between Registrant and David
Oppenheimer
10.5(1) Employment Agreement by and between Registrant and Alan
Flohr
10.6 Employment Agreement by and between Registrant and James
Wahlstrom
10.7(1) Master Lease Agreement by and between Registrant and
Comdisco, Inc.
10.8(1) Standard Form Lease by and between Registrant and Casiopea
Venture Corporation
10.9(1) Sublease Agreement by and between Registrant and Legato
Systems, Inc.
10.10(1) Form of Indemnification Agreement by and between Registrant
and each of its directors and officers
13.1 Pages 11 through 37 of the Registrant's Annual Report to
Stockholders for the fiscal year ended March 31, 2000 (to be
deemed filed only to the extent required by the instructions
to exhibits for reports on Form 10-K)
23.1 Consent of Independent Accountants (included on page 14 of
this Report)
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<S> <C>
24.1 Power of Attorney (included on page 13 of this Report)
27.1 Financial Data Schedule
</TABLE>
---------------
(1) Incorporated by reference to Digital Impact's registration statement on Form
S-1, File No. 333-87299, originally filed with the Commission on September
17, 1999, as subsequently amended.
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DIGITAL IMPACT, INC.
By: /s/ WILLIAM PARK
------------------------------------
William Park
Chief Executive Officer
Dated: June 5, 2000
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William Park as his or her
attorney-in-fact, each with the power of substitution, for him or her in any and
all capacities, to sign any amendments to this Report on Form 10-K, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <S>
/s/ WILLIAM PARK President, Chief Executive Officer and June 5, 2000
------------------------------------------ Chairman of the Board of Directors
William Park (Principal Executive Officer)
/s/ DAVID OPPENHEIMER Vice President, Finance, Chief Financial June 5, 2000
------------------------------------------ Officer, Treasurer, and Secretary
David Oppenheimer (Principal Financial and Accounting
Officer)
/s/ GERARDO CAPIEL Director June 5, 2000
------------------------------------------
Gerardo Capiel
/s/ RUTHANN QUINDLEN Director June 5, 2000
------------------------------------------
Ruthann Quindlen
/s/ WARREN PACKARD Director June 5, 2000
------------------------------------------
Warren Packard
/s/ MICHAEL BROWN Director June 5, 2000
------------------------------------------
Michael Brown
</TABLE>
13
<PAGE> 14
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-34678) of Digital Impact, Inc. of our report
dated April 21, 2000 relating to the financial statements, which appears in the
Annual Report to Stockholders, which is incorporated in this Annual Report on
Form 10-K. We also consent to the incorporation by reference of our report dated
April 21, 2000 relating to the financial statement schedule, which appears in
this Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
June 5, 2000
14
<PAGE> 15
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders
of Digital Impact:
Our audits of the financial statements referred to in our report dated
April 21, 2000 appearing in the 2000 Annual Report to Stockholders of Digital
Impact, Inc. (which report and financial statements are incorporated by
reference in this Annual Report on Form 10-K) also included an audit of the
financial statement schedule listed in Item 14(a)(2) of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related financial statements.
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
April 21, 2000
S-1
<PAGE> 16
DIGITAL IMPACT, INC.
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT CHARGED TO
BEGINNING OF COSTS AND DEDUCTIONS BALANCE AT
PERIOD EXPENSES WRITE-OFFS END OF YEAR
------------ ---------- ---------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Fiscal year ended March 31, 2000
Allowance for doubtful accounts............ $10 $160 $-- $170
Fiscal year ended March 31, 1999
Allowance for doubtful accounts............ $-- $ 10 $-- $ 10
October 16, 1997 (date of inception) to March
31, 1998
Allowance for doubtful accounts............ $-- $ -- $-- $ --
</TABLE>
S-2
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<S> <C>
3.1(1) Form of Amended and Restated Certificate of Incorporation of
the Registrant
3.2(1) Bylaws of the Registrant
4.1(1) Amended and Restated Investor Rights Agreement
10.1(1) Registrant's 1998 Stock Plan, as Amended and Restated
10.2(1) Registrant's 1999 Employee Stock Purchase Plan
10.3(1) Registrant's 1999 Director Option Plan
10.4(1) Employment Agreement by and between Registrant and David
Oppenheimer
10.5(1) Employment Agreement by and between Registrant and Alan
Flohr
10.6 Employment Agreement by and between Registrant and James
Wahlstrom
10.7(1) Master Lease Agreement by and between Registrant and
Comdisco, Inc.
10.8(1) Standard Form Lease by and between Registrant and Casiopea
Venture Corporation
10.9(1) Sublease Agreement by and between Registrant and Legato
Systems, Inc.
10.10(1) Form of Indemnification Agreement by and between Registrant
and each of its directors and officers
13.1 Pages 11 through 37 of the Registrant's Annual Report to
Stockholders for the fiscal year ended March 31, 2000 (to be
deemed filed only to the extent required by the instructions
to exhibits for reports on Form 10-K)
23.1 Consent of Independent Accountants (included on page 14 of
this Report)
24.1 Power of Attorney (included on page 13 of this Report)
27.1 Financial Data Schedule
</TABLE>
---------------
(1) Incorporated by reference to Digital Impact's registration statement on Form
S-1, File No. 333-87299, originally filed with the Commission on September
17, 1999, as subsequently amended.
