<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER: 33-13789LA
------------------------
YOUBET.COM, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-4627253
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number)
organization)
</TABLE>
1950 SAWTELLE BOULEVARD, SUITE 180, LOS ANGELES, CALIFORNIA 90025
(Address of principal executive offices, including zip code)
(310) 444-3300
(Issuer's telephone number, including area code)
------------------------
Indicate by check whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the 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 ____
As of August 10, 2000, the issuer had 19,520,750 shares of common stock
issued and outstanding.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
YOUBET.COM, INC.
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED
JUNE 30, 2000
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of June 30, 2000 and December
31, 1999........................................ 3
Statements of Operations for the three months and
six months ended June 30, 2000
and June 30, 1999............................... 4
Statements of Cash Flows for the six months ended
June 30, 2000 and June 30, 1999................. 6
Summary of Accounting Policies.................... 7
Notes to Unaudited Financial Statements........... 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................. 16
Item 2. Changes in Securities.............................. 16
Item 6. Exhibits and Reports on Form 8-K................... 17
Signatures.................................................. 18
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
YOUBET.COM, INC.
BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
AS OF AS OF
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................... $37,826,854 $62,274,403
Restricted cash (Note 3).................................... 92,367 --
Receivables................................................. 51,742 211,474
Interest and other receivables.............................. 22,771 319,162
Prepaid expense............................................. 472,973 164,889
----------- -----------
Total current assets.................................... 38,466,707 62,969,928
Property and equipment...................................... 5,449,164 3,675,190
Less: Accumulated depreciation and amortization............. (1,773,167) (1,298,416)
----------- -----------
Property and equipment, net............................. 3,675,997 2,376,774
Restricted cash (Note 3).................................... 831,305 --
Capitalized software (Note 5)............................... 1,251,895 --
Deferred financing costs, net of amortization............... 629,850 1,440,324
Deposits and other assets................................... 166,062 71,341
----------- -----------
Total assets............................................ $45,021,816 $66,858,367
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................ $ 1,307,983 $ 3,128,386
Accrued compensation and related items...................... 239,482 218,470
Other accrued expenses...................................... 554,821 2,194,506
Deferred revenues........................................... 6,597 527,986
Current portion of capitalized lease obligations............ 34,991 52,786
----------- -----------
Total current liabilities............................... 2,143,874 6,122,134
Notes payable (Note 1)...................................... 20,858,354 39,814,163
Capitalized lease obligations, less current portion......... -- 7,348
----------- -----------
Total liabilities....................................... 23,002,228 45,943,645
Commitments and Contingencies (Notes 3 and 4)
Stockholders' equity (Note 2):
Common stock, $.001 par value--Authorized--50,000,000
shares, 19,478,650 and 19,360,934 shares outstanding as of
June 30, 2000 and December 31,1999, respectively.......... 19,478 19,361
Additional paid-in capital.................................. 84,825,083 84,551,055
Accumulated deficit......................................... (61,779,362) (62,312,209)
Deferred compensation....................................... (905,611) (1,203,485)
Notes receivable from stockholders.......................... (140,000) (140,000)
----------- -----------
Total stockholders' equity.............................. 22,019,588 20,914,722
----------- -----------
Total liabilities and stockholders' equity.............. $45,021,816 $66,858,367
=========== ===========
</TABLE>
See accompanying notes to unaudited financial statements.
3
<PAGE>
YOUBET.COM, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE
30,
------------------------
2000 1999
---------- -----------
<S> <C> <C>
Revenues.................................................... $1,504,360 $ 733,262
Operating expenses (1):
Network operations.......................................... 807,907 489,841
Research and development.................................... 732,152 602,935
Sales and marketing....................................... 1,695,807 1,065,868
General and administrative................................ 1,505,783 1,713,263
Depreciation and amortization............................. 265,891 105,298
---------- -----------
Total operating expenses................................ 5,007,540 3,977,205
---------- -----------
Loss from operations........................................ (3,503,180) (3,243,943)
Other income (expense):
Interest expense.......................................... (878,192) (1,016,544)
Amortization of deferred financing costs.................. (54,006) (89,109)
Fair value of warrants issued for financing costs......... (12,570) (465,651)
Interest income........................................... 825,228 494,355
Other..................................................... 285,089 414
---------- -----------
Total other income (expense)............................ 165,549 (1,076,535)
---------- -----------
Loss before extraordinary item.............................. (3,337,631) (4,320,478)
Extraordinary item (Note 1)................................. 6,858,205 --
---------- -----------
Net income (loss)........................................... $3,520,574 $(4,320,478)
========== ===========
Basic and diluted earnings per share:
Net loss per common share before extraordinary item......... $ (.17) $ (.28)
========== ===========
Extraordinary item.......................................... $ .35 --
========== ===========
Net income (loss) per common share.......................... $ .18 $ (.28)
========== ===========
Weighted average number of common shares outstanding........ 19,446,330 15,217,157
========== ===========
(1) Operating expenses include non-cash compensation
expenses as follows:
Network operations........................................ $ 792 $ 3,500
Research and development.................................. 2,124 3,102
Sales and marketing....................................... 106,014 74,656
General and administrative................................ 62,252 754,588
---------- -----------
Total................................................... $ 171,182 $ 835,846
========== ===========
</TABLE>
See accompanying notes to unaudited financial statements.
4
<PAGE>
YOUBET.COM, INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
--------------------------
2000 1999
----------- ------------
<S> <C> <C>
Revenues.................................................... $3,209,597 $ 1,193,868
Operating expenses (1):
Network operations........................................ 1,544,898 1,064,135
Research and development.................................. 1,351,764 1,018,017
Sales and marketing....................................... 3,330,063 1,632,405
General and administrative................................ 3,069,983 2,677,822
Depreciation and amortization............................. 474,750 201,033
---------- -----------
Total operating expenses................................ 9,771,458 6,593,412
---------- -----------
Loss from operations........................................ (6,561,861) (5,399,544)
Other income (expense):
Interest expense.......................................... (1,895,638) (1,023,988)
Amortization of deferred financing costs.................. (133,931) (96,957)
Fair value of warrants issued for financing costs......... (25,140) (465,651)
Interest income........................................... 1,609,912 519,604
Other..................................................... 251,667 (1,000)
---------- -----------
Total other income (expense)............................ (193,130) (1,067,992)
---------- -----------
Loss before extraordinary item.............................. (6,754,991) (6,467,536)
Extraordinary item (Note 1)................................. 7,287,838 --
---------- -----------
Net income (loss)........................................... $ 532,847 $(6,467,536)
========== ===========
Basic and diluted earnings per share:
Net loss per common share before extraordinary item......... $ (.35) $ (.44)
========== ===========
Extraordinary item.......................................... $ .38 --
========== ===========
Net income (loss) per common share.......................... $ .03 $ (.44)
========== ===========
Weighted average number of common shares outstanding........ 19,425,067 14,666,939
========== ===========
(1) Operating expenses include non-cash compensation
expenses as follows:
Network operations........................................ $ 1,584 $ 165,518
Research and development.................................. 4,248 58,941
Sales and marketing....................................... 132,939 165,405
General and administrative................................ 133,959 1,103,527
---------- -----------
Total................................................... $ 272,730 $ 1,493,391
========== ===========
</TABLE>
See accompanying notes to unaudited financial statements.
5
<PAGE>
YOUBET.COM, INC.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
2000 1999
----------- -----------
<S> <C> <C>
Increase (Decrease) in Cash and Cash Equivalents
Cash flows from operating activities:
Net income (loss)......................................... $ 532,847 $(6,467,536)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization........................... 474,750 201,033
Amortization of deferred financing costs................ 133,931 96,958
Gain on repurchase of convertible notes................. (7,964,800) --
Write-off of deferred financing costs relating to
repurchase of convertible notes....................... 676,962 --
Other losses............................................ -- 1,237
Non-cash compensation................................... 272,730 1,493,391
Interest accreted on notes payable...................... 1,887,966 1,010,034
Fair value of warrants issued for financing costs....... 25,140 465,651
Settlement with vendors................................. 140,089 --
(Increase) decrease in:
Receivables............................................. 159,732 (20,812)
Prepaid expenses........................................ (308,084) (114,666)
Other current assets.................................... 296,391 573
Deposits and other...................................... (94,973) (11,938)
Increase (decrease) in:
Accounts payable........................................ (1,960,492) 221,573
Accrued compensation and related items.................. 21,012 34,519
Other accrued expenses.................................. (1,639,686) 637,923
Deferred revenues....................................... (521,389) 257,092
----------- -----------
Net cash used in operating activities..................... (7,867,874) (2,194,968)
Cash flows from investing activities:
Restricted cash........................................... (923,672) --
Expenditures on capitalized software...................... (1,251,895) --
Purchases of property and equipment....................... (1,773,973) (555,571)
----------- -----------
Net cash used in investing activities................... (3,949,540) (555,571)
Cash flows from financing activities:
Proceeds from (repurchase of) convertible notes........... (12,878,975) 36,728,510
Proceeds from warrant purchase............................ -- 2,438
Proceeds from exercise of stock options and warrants...... 274,150 3,151,319
Increase in deferred financing costs...................... (167) (1,625,213)
Proceeds from sale of securities, net of offering costs... -- 38,304,697
Payments on capitalized lease obligations................. (25,143) (106,739)
----------- -----------
Net cash (used in) provided by financing activities..... (12,630,135) 76,455,012
----------- -----------
Cash and cash equivalents:
Net (decrease) increase................................... (24,447,549) 73,704,473
Cash and cash equivalents at beginning of period.......... 62,274,403 1,540,616
----------- -----------
Cash and cash equivalents at end of period.................. $37,826,854 $75,245,089
=========== ===========
Supplemental disclosure of cash flow information
Cash paid for:
Interest.................................................. $ 7,672 $ 13,956
=========== ===========
</TABLE>
See accompanying notes to unaudited financial statements.
6
<PAGE>
YOUBET.COM, INC.
SUMMARY OF ACCOUNTING POLICIES
SIX MONTHS ENDED JUNE 30, 2000
ORGANIZATION AND BASIS OF PRESENTATION
BUSINESS
Youbet.com, Inc. (the "Company") is a Delaware corporation. Since mid-1995,
the Company has been engaged in developing PC-based proprietary communications
software technology to be utilized by consumers for online live event wagering.
The Company intends to establish itself as the leading global brand for the
combined online offering of sports information, entertainment, competition for
prizes and legal wagering. The Company has initially focused its efforts
primarily on the United States horse racing industry. The Company's first
service being offered to subscribers is the You Bet Network, an interactive
online horseracing network that is broadcast over the Company's virtual private
network.
BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited financial
statements for the three and six months ended June 30, 2000 and 1999 include all
adjustments (consisting of normal recurring accruals) which management considers
necessary to present fairly the financial position of the Company as of
June 30, 2000, and December 31, 1999, the results of its operations for the
three and six months ended June 30, 2000 and June 30, 1999, and the statements
of cash flows for the six months ended June 30, 2000 and June 30, 1999 in
conformity with generally accepted accounting principles ("GAAP"). These
financial statements have been prepared consistently with the accounting
policies described in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999, as filed with the Securities and Exchange Commission on
March 30, 2000 and should be read in conjunction with this Quarterly Report on
Form 10-Q. The results of operations for the three and six months ended
June 30, 2000 are not necessarily indicative of the results of operations to be
expected for the full fiscal year ending December 31, 2000.
Certain information and footnote disclosures normally included in the
financial statements presented in accordance with GAAP have been condensed or
omitted. The accompanying unaudited financial statements should be read in
conjunction with the Company's audited financial statements and notes thereto
incorporated by reference in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1999.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could materially differ from
these estimates.
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is calculated by dividing net income (loss)
by the weighted average number of common shares outstanding during the period.
Diluted income (loss) per share is calculated by dividing net loss by the basic
shares outstanding and all dilutive securities, including stock options,
warrants, convertible notes and preferred stock, but does not include the impact
of potential common shares that would be antidilutive.
7
<PAGE>
For all periods presented, potential dilutive securities were not included
in the earnings per share calculation since their effect would be anti-dilutive.
Basic and diluted earnings per share are the same for all periods presented.
CONCENTRATION OF CREDIT RISK
The Company maintains cash balances at various financial institutions.
Deposits not to exceed $100,000 for each institution are insured by the Federal
Deposit Insurance Corporation. At June 30, 2000, and June 30, 1999, the Company
had uninsured cash and cash equivalents in the amount of $37,208,386 and
$62,011,223 respectively.
NOTES TO UNAUDITED FINANCIAL STATEMENTS:
NOTE 1--NOTES PAYABLE
On April 5, 1999, the Company issued $45,500,000 principal amount of Senior
Convertible Discount Notes (the "Notes") for cash proceeds of $36,728,510, which
represents a discount of 11% per year, compounded semi-annually, to April 5,
2001.
During February 2000, all of the holders of the Notes agreed to a First
Amendment to the Note Purchase Agreement. The modifications to the original
agreement increased the amount of indebtedness the Company can incur, broadened
the definition of permitted business for acquisition purposes, required the
Company to repurchase $4,000,000 of notes and required a reset of conversion
price on June 30, 2001 if the Company acquired the stock or assets of any
additional business on or prior to September 30, 2000 (See Note 3). During the
first quarter, the Company repurchased $4,000,000 in notes for $2,977,600 in
cash, which represented approximately 84% of the accreted value. Accordingly, a
gain was realized on the difference between the amount paid and the accreted
value of the notes on the date of repurchase. The amount of the gain, net of the
proportionate write-off of unamortized financing costs of $124,139 is $429,633.
During the second quarter, the Company purchased an additional $18,950,000
of the notes for $9,901,375 in cash, which represented approximately 57% of the
accreted value. Accordingly, a gain was realized on the difference between the
amount paid and the accreted value of the notes on the date of repurchase. The
amount of the gain, net of the proportionate write-off of unamortized financing
costs of $552,823 is $6,858,205.
NOTE 2--STOCKHOLDERS' EQUITY
A. ISSUANCE OF COMMON STOCK AND WARRANTS
During the six months ended June 30, 2000, the Company issued 117,716 shares
of common stock, in conjunction with the exercise of warrants and stock options
with exercise prices ranging from $0.01 to $4.00 per share, generating proceeds
to the Company of $274,115.
During the six months ended June 30, 2000, the Company issued 10,000
warrants in exchange for services. The fair value of these warrants of $30,841
is being charged to operations over the service period. The warrants have an
exercise price of $4.28 and a term of five years. The warrants vest on the first
anniversary of issuance.
B. STOCK OPTIONS
During the six months ended June 30, 2000, the Company granted various stock
options, as follows:
(1) The Company issued stock options to four executives under the 1998 Stock
Option Plan to purchase a total of 800,000 shares of common stock at
exercise prices ranging from $4.44 to
8
<PAGE>
$4.94 per share, the fair market value at the date of grant. The stock
options vest at specified dates ranging from two to four years and are
exercisable for a period of ten years.
(2) Stock options were granted to employees to purchase 292,142 shares of
common stock at exercise prices ranging from $2.00 to $5.88, the fair
market value at the date of grant. These options vest over four years and
are exercisable for a period of five years.
(3) Stock options were granted to several consultants to purchase 60,000
shares of common stock at an exercise price ranging from $4.00 to $5.88.
The fair value of these options of $191,646 is being charged to deferred
compensation and amortized over the service period. These options vest
over a period between one year to four years and are exercisable for a
period of five years.
(4) Stock options were granted to a director to purchase 100,000 shares of
common stock at an exercise price of $4.94, the fair value at the date of
grant. The stock options vest ratably over a period of 25 months starting
on the date of grant and are exercisable for a period of ten years. The
director resigned from the board during the six months ended June 30,
2000, and the unvested portion of these options amounting to 76,000
options were terminated.
(5) Stock options were granted to four outside directors to each purchase
25,000 shares of common stock at an exercise price of $4.88, the fair
value at the date of grant. The stock options vest ratably over a period
of 12 months starting on the date of grant and are exercisable for a
period of ten years.
NOTE 3--SIGNIFICANT AGREEMENTS
On March 11, 2000, the Company entered into a lease agreement on an
approximately 30,000 square foot facility in Woodland Hills, California. The
base term of the lease is ten years with an option to extend an additional five
years. Base rent payments are $60,078 per month with annual increases as
specified in the lease agreement. Lease payments will commence approximately
120 days from the date of the lease agreement. In conjunction with this lease
agreement, the Company obtained a one-year $923,672 letter of credit with Bank
of America, which is secured by cash (See Liquidity and Capital Resources). The
Company is obligated for the next ten years to obtain a letter of credit equal
to the original amount of $923,672 less $92,367 per year for every year elapsed.
On March 14, 2000, the Company signed a letter of intent to acquire from
Ladbrokes, the betting and gaming division of Hilton Group plc, its subsidiaries
which own and operate six off-track betting and two bingo operations based in
Argentina. The purchase price is estimated to be approximately $26 million,
payable in cash and notes. This acquisition is expected to be completed in
fiscal 2000. Completion of the acquisition is subject to negotiation and
execution of a definitive purchase agreement, completion of the Company's due
diligence, receipt of applicable regulatory approvals and absence of adverse
changes in the financial condition of the business.
NOTE 4--LEGAL PROCEEDINGS
On June 4, 1999, a complaint was filed against Youbet.com in the Court of
Chancery of the State of Delaware in and for New Castle County entitled Georg
Von Opel v. Youbet.com Inc. (C.A. No. 17200 NC). In the complaint Mr. Von Opel
alleges that Youbet.com breached its obligation to register the shares of common
stock underlying 400,000 warrants issued by Youbet.com to an affiliate of
Mr. Von Opel. The complaint seeks specific performance of the alleged obligation
to register such shares and damages for alleged breach of contract in the amount
of $8.7 million. The Company has answered the complaint and intends to defend
itself vigorously in the action. Mr. Von Opel moved for summary judgment on the
issue of liability, which on June 2, 2000, the court denied. The Company is
proceeding with discovery and has noticed the deposition of Mr. Von Opel. As the
litigation is at an initial stage, an outcome cannot be predicted at this time.
9
<PAGE>
On October 13, 1999, a search warrant was served on the Company by the Los
Angeles Police Department in connection with an investigation by the Los Angeles
Police Department and the Los Angeles District Attorney's Office. In cooperation
with the investigation, effective November 10, 1999, the Company voluntarily
suspended reception and transmission of wagering information from California
residents. On January 14, 2000, the Company reached a civil resolution with the
Los Angeles County District Attorney and the Los Angeles Police Department. The
Company entered into a stipulation with the District Attorney resulting in the
entry of a civil judgment and injunction in which the Company admitted no
wrongdoing and no factual or legal findings were made. In connection with the
settlement, the Company disbursed a total of $1,308,250, consisting of $208,250
in cost reimbursements, $600,000 in civil payments, $300,000 in contributions to
the Los Angeles County Education Foundation in support of computer education and
$200,000 to the California Council on Problem Gambling. The Company incurred
approximately $150,000 of legal fees in connection with this investigation. As
part of the settlement, the Company agreed that until California law is
clarified, California Subscribers will not be allowed to place wagers on the You
Bet Network. As of June 30, 2000, approximately 14% of Youbet.com's subscribers
were from California.
As previously disclosed by the Company in previous filings with the
Securities and Exchange Commission, on October 21, 1999, Representative
Goodlatte introduced a bill in the House of Representatives (H.R 3125) with
similar language as the Kyl bill. On April 6, 2000, the House Judiciary
Committee passed the Goodlatte bill. On July 18, 2000 the full House of
Representatives failed to pass a version of the Goodlatte bill under a
"suspension of rules" procedure. Although a majority of the members of the House
of Representatives voted in favor of the bill, it failed to receive the
two-thirds vote necessary to pass the bill using this procedure. The version of
the bill considered by the house would have allowed the states to regulate or
prohibit on-line para-mutuel wagering. Other proposals similar to the Kyl bill
and the Goodlatte bill could emerge in Congress; many states have considered and
are considering interactive and Internet gaming legislations and regulations
which may not be worded so as to permit the Company's business to continue in
such states; and anti-gaming conclusions and recommendations of other
governmental or quasi-governmental bodies could form the basis for new laws,
regulations, or enforcement policies that could have a material adverse effect
on the Company's business.
NOTE 5--CAPITALIZED SOFTWARE
During the six months ended June 30, 2000, the Company incurred
approximately $1,252,000 in costs relating to the Company's efforts to further
expand its current software application from horse racing to include sports'
information and legal wagering, as well as international application of its
exiting and in-development products. Management reviews these expenditures on a
quarterly basis and writes-off amounts capitalized based on management beliefs
as to the likelihood of realization
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
The following discussion of the financial condition and results of
operations of Youbet.com, Inc. should be read in conjunction with the financial
statements and the related notes included elsewhere in this 10-Q. This
discussion contains forward-looking statements that are based on the current
beliefs and expectations of the Company's management, as well as assumptions
made by, and information currently available to, the Company's management. Such
statements include those regarding general economic and e-gaming industry
trends. Because such statements involve risks and uncertainties, actual actions
and strategies and the timing and expected results thereof may differ materially
from those expressed or implied by such forward-looking statements, and the
Company's future results, performance or achievements could differ materially
from those expressed in, or implied by, any such forward-looking
10
<PAGE>
statements. Future events and actual results could differ materially from those
set forth in or underlying the forward-looking statements.
OVERVIEW
Youbet.com intends to establish itself as the leading global brand for the
combined online offering of sports information, entertainment, competition for
prizes and legal wagering. The Company has initially focused its efforts
primarily on the United States horse racing industry. Youbet.com believes that
online communication is an ideal medium for live event wagering. First, online
communication allows bettors instant access to vast amounts of historical
performance data used in assessing potential wagers. Second, online
communication offers the ability to sort and analyze such data in ways and at
speeds that are unachievable manually. Third, online communication technology
allows wagers to be placed from virtually any location within a jurisdiction
where wagering is legal, thus freeing bettors from traditional site-specific
wagering locations. In addition, the speed of electronic communication allows
wagers to be placed and acknowledged in seconds.
Youbet.com's initial product, the You Bet Network, is a PC-based system,
which utilizes the infrastructure of the Internet and a closed-loop private
network with Internet access to provide up-to-the minute detailed information on
races taking place at horse tracks nationwide. The Company also delivers a live
simulcast of most of these races directly to the subscriber's computer. In
addition, subscribers can use the You Bet Network to transmit information and
thereby facilitate wagers, using the system's icon-driven menus to fill out an
electronic betting ticket with a brief series of mouse-clicks. The information
is then transmitted electronically to a licensed account wagering entity,
currently Mountain Laurel Racing, Inc., and Washington Trotting
Association, Inc., both of which are subsidiaries of Ladbroke USA (collectively
"Ladbroke"). Ladbroke accepts and processes the wager from its hub in
Pennsylvania. After processing the wager, Ladbroke sends an electronic
confirmation to the bettor through the You Bet Network. The round-trip time from
information submission to acknowledgment is usually less than three seconds.
Youbet.com currently derives revenue from the You Bet Network in three ways.
First, the Company receives a fee from Ladbroke equal to fifty percent (50%) of
the net commissions to Ladbroke derived from wagers placed by Youbet.com
subscribers. Second, the Company charges a monthly subscription fee, currently
$5.95 per month. Third, the Company receives revenue from the sale of
handicapping information.
Youbet.com has expanded its operations in recent years and has grown to 101
employees as of June 30, 2000. Youbet.com expects to add additional personnel in
the United States and plans to commence operations internationally and add
personnel as operations expand. Youbet.com currently expects to significantly
increase its operating expenses in order to grow its sales and marketing
operations, expand in international markets and upgrade and enhance its service
and technologies. As a result of these and other factors, the Company expects to
incur significant losses from operations at least through 2000.
On March 14, 2000, the Company signed a letter of intent to acquire from
Ladbrokes, the betting and gaming division of Hilton Group plc, its subsidiaries
which own and operate six off-track betting and two bingo operations based in
Argentina. The purchase price is estimated to be approximately $26 million,
payable in cash and notes. This acquisition is expected to be completed in
fiscal 2000. Completion of the acquisition is subject to negotiation and
execution of a definitive purchase agreement, completion of the Company's due
diligence, receipt of applicable regulatory approvals and absence of adverse
changes in the financial condition of the business.
11
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
REVENUES
Revenues increased by 105% or $771,000 from $733,000 for the three months
ended June 30, 1999 to $1,504,000 for the three months ended June 30, 2000. The
increase in revenues was primarily driven by the increased amount of wagers
placed by Youbet.com subscribers. Revenue consists of the commission on the
gross amount of each wager placed by its subscribers, the $5.95 monthly
subscription fee, and sales of handicapping information. Youbet.com commenced
charging a monthly subscription fee to its subscribers in February 1999, and
began charging subscribers for handicapping information in April 1999.
OPERATING EXPENSES
NETWORK OPERATIONS--Network operations costs consist primarily of salaries
and costs to support the closed-loop private network. For the three months ended
June 30, 2000, network operations costs increased by 65% or $318,000 from
$490,000 in 1999 to $808,000 in 2000 reflecting the continued development and
expansion of the You Bet Network. Management expects network operations costs to
continue to increase significantly as the You Bet Network expands to support the
growth in subscribers.
RESEARCH AND DEVELOPMENT--Research and development costs consist primarily
of salaries. For the three months ended June 30, 2000, research and development
costs increased by 21% or $129,000 from $603,000 in 1999 to $732,000 in 2000.
This increase resulted primarily from the hiring of developers and consultants
and the continued development of the You Bet Network. The Company will continue
to invest in the development of the You Bet Network and other projects, which
management believes are of value and critical to achieving its strategic
objectives and, as a result, expects research and development costs to continue
to increase significantly in future periods.
SALES AND MARKETING--Sales and marketing expenses consist primarily of
marketing program expense and salaries. For the three months ended June 30,
2000, sales and marketing expenses increased by 59% or $630,000 from $1,066,000
to $1,696,000. The increase in sales and marketing reflects the expansion of
Youbet.com's marketing activities that began in the third quarter of 1999. This
increase is mainly due to higher expenditures relating to direct mailing costs,
media advertising, consulting fees, and prizes. Sales and marketing expenses
include non-cash compensation of $106,000 and $75,000 for the three months ended
June 30, 2000 and 1999, respectively, the result of issuance of warrants and
options to third-party consultants or the issuance of below market options to
employees. Youbet.com expects sales and marketing expenses to increase
significantly to brand the You Bet Network, grow its subscriber base, hire
additional sales and marketing personnel and expand internationally.
GENERAL AND ADMINISTRATIVE--General and administrative expenses consist
principally of salaries, facilities expenses, legal and accounting and investor
relations. For the three months ended June 30, 2000, general and administrative
expenses decreased by 14% or $207,000 from $1,713,000 to $1,506,000. The
decrease resulted primarily from a reduction in compensation and lower legal and
professional fees. General and administrative expenses include non-cash
compensation of $62,000 and $755,000 for the three months ended June 30, 2000
and 1999, respectively, the result of issuance of warrants and options to
third-party consultants or the issuance of below market options to employees.
Youbet.com expects that general and administrative expenses will increase in
future periods as it hires additional personnel to provide for the growth of the
domestic and international business.
OTHER INCOME AND EXPENSES
INTEREST EXPENSE--For the three months ended June 30, 2000, interest expense
decreased by 14% or $139,000 from $1,017,000 to $878,000. The decrease in
interest expense is due to the Company's repurchase of a portion of its
convertible notes during 2000
12
<PAGE>
AMORTIZATION OF DEFERRED FINANCING COSTS--For the three months ended
June 30, 2000, amortization of deferred financing costs decreased by 39% or
$35,000 from $89,000 to $54,000. The decrease is due to the Company's write-off
of the portion of deferred financing costs relating to the repurchase of the
convertible notes during 2000.
FAIR VALUE OF WARRANTS ISSUED--For the three months ended June 30, 2000,
fair value of warrants issued decreased by 97% or $453,000 from$466,000 to
$13,000. The decrease is due to a much larger number of warrants issued during
the three months ended June 30, 1999 as compared to the number of warrants
issued during the same period in 2000.
INTEREST INCOME--For the three months ended June 30, 2000, interest income,
increased by 67% or $331,000 from $494,000 in 1999 to $825,000 in 2000. The
increase is mainly due to cash on hand received during the quarter ended
June 30, 1999 being utilized for the full period in 2000 compared to partial
period in 1999, and due to an increase in interest rates in 2000.
EXTRAORDINARY ITEM
NET GAIN ON NOTE REPURCHASE--The net gain on note repurchase for the three
months ended June 30, 2000 resulted from the repurchase of $18,950,000 of notes
for $9,901,000 which represented approximately 57% of the accreted value at the
time of purchase. The gain was realized on the difference between the amount
paid and the accreted value of the notes on the date of repurchase. The amount
of the gain, net of the proportionate write-off of unamortized financing costs,
was $6,858,000.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
REVENUES
Revenues increased by 169% or $2,016,000 from $1,194,000 to $3,210,000 for
the six months ended June 30, 2000. The increase in revenues was primarily
driven by the increased amount of wagers placed by Youbet.com subscribers.
Revenue consists of the commission on the gross amount of each wager placed by
its subscribers, the $5.95 monthly subscription fee, and sales of handicapping
information. Youbet.com commenced charging a monthly subscription fee to its
subscribers in February 1999, and began charging subscribers for handicapping
information in April 1999.
OPERATING EXPENSES
NETWORK OPERATIONS--Network operations costs consist primarily of salaries
and costs to support the closed-loop private network. For the six months ended
June 30, 2000, network operations costs increased by 45% or $481,000 from
$1,064,000 in 1999 to $1,545,000 in 2000 reflecting the continued development
and expansion of the You Bet Network. Network operations costs include non-cash
compensation of $2,000 and $166,000 for the six months ended June 30, 2000 and
1999, respectively, the result of issuance of warrants and options to
third-party consultants or the issuance of below market options to employees.
The Company expects network operations costs to continue to increase
significantly as the You Bet Network expands to support the growth in
subscribers.
RESEARCH AND DEVELOPMENT--Research and development costs consist primarily
of salaries. For the six months ended June 30, 2000, research and development
costs increased by 33% or $334,000 from $1,018,000 in 1999 to $1,352,000 in
2000. This increase resulted primarily from the hiring of developers and
consultants and the continued development of the You Bet Network. Research and
development costs include non-cash compensation of $4,000 and $59,000 for the
six months ended June 30, 2000 and 1999, respectively, the result of issuance of
warrants and options to third-party consultants or the issuance of below market
options to employees. The Company will continue to invest in the development of
the You Bet Network and other projects, which it believes are of value and
critical to achieving its strategic objectives and, as a result, expects
research and development costs to continue to increase significantly in future
periods.
13
<PAGE>
SALES AND MARKETING--Sales and marketing expenses consist primarily of
marketing program expense and salaries. For the six months ended June 30, 2000,
sales and marketing expenses increased by 104% or $1,698,000 from $1,632,000 to
$3,330,000. The increase in sales and marketing reflects the expansion of
Youbet.com's marketing activities that began in the third quarter of 1999. This
increase is mainly due to higher expenditures relating to direct mailing costs,
media advertising, consulting fees, and prizes. Sales and marketing expenses
include non-cash compensation of $133,000 and $165,000 in the six months ended
June 30, 2000 and 1999, respectively, the result of issuance of warrants and
options to third-party consultants or the issuance of below market options to
employees. Youbet.com expects sales and marketing expenses to increase
significantly to brand the You Bet Network, grow its subscriber base, hire
additional sales and marketing personnel and expand internationally.
GENERAL AND ADMINISTRATIVE--General and administrative expenses consist
principally of salaries, facilities expenses, legal and accounting and investor
relations. For the six months ended June 30, 2000, general and administrative
expenses increased by 15% or $392,000 from $2,678,000 to $3,070,000. The
increase resulted primarily from higher legal and professional fees. General and
administrative expenses include non-cash compensation of $134,000 and $1,104,000
in the six months ended June 30, 2000 and 1999, respectively, the result of
issuance of warrants and options to third-party consultants or the issuance of
below market options to employees. Youbet.com expects that general and
administrative expenses will increase in future periods as it hires additional
personnel to provide for the growth of the domestic and international business.
OTHER INCOME AND EXPENSES
INTEREST EXPENSE--For the six months ended June 30, 2000, interest expense
increased by 85% or $872,000 from $1,024,000 to $1,896,000. The increase in
interest expense is mainly due to the Company's notes being outstanding for the
full six months in 2000 compared to less than three months in 1999. This
increase was partially offset by the Company's repurchase of a portion of its
convertible notes during 2000.
AMORTIZATION OF DEFERRED FINANCING COSTS--For the six months ended June 30,
2000, amortization of deferred financing costs increased by 38% or $37,000 from
$97,000 to $134,000. The increase is due to these costs being amortized over the
full period in 2000 as compared to a partial period in 1999. This increase was
partially offset by the Company's write-off of the portion of deferred financing
costs relating to the repurchase of the convertible notes during 2000.
FAIR VALUE OF WARRANTS ISSUED--For the six months ended June 30, 2000, fair
value of warrants issued decreased by 95% or $441,000 from $466,000 to $25,000.
The decrease is due to a much larger number of warrants issued during the six
months ended June 30, 1999 as compared to the number of warrants issued during
the same period in 2000.
INTEREST INCOME--For the six months ended June 30, 2000, interest income,
increased by 210% or $1,090,000 from $520,000 in 1999 to $1,610,000 in 2000. The
increase is mainly due to cash received during the quarter ended June 30, 1999
being utilized for the full period in 2000 compared to a partial utilization in
1999, and due to an increase in interest rates in 2000.
EXTRAORDINARY ITEM
NET GAIN ON NOTE REPURCHASE--Net gain on note repurchase was $7,288,000 for
the six months ended June 30, 2000. The net gain resulted from the repurchase of
$22,950,000 of notes for $12,878,000, which represented approximately 62% of the
accreted value. The gain was realized on the difference between the amount paid
and the accreted value of the notes on the date of repurchase. The amount of the
gain, net of the proportionate write-off of unamortized financing costs, was
$7,288,000.
14
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations primarily through the sale of its
securities and convertible debt as Youbet.com has generated negative cash flow
from operations since inception. At June 30, 2000, Youbet.com had $37,827,000 in
cash and cash equivalents. Youbet.com's principal commitments consist primarily
of approximately $21,000,000 in 11% Senior Convertible Discount Notes.
Net cash used in operating activities was $7,868,000 and $2,195,000 for the
six months ended June 30, 2000 and 1999, respectively. The increase in cash used
in operating activities of $5,673,000 was mainly due to 1) an increase in loss
from operations of $288,000 (which represent net income of $532,847 net of
$7,287,838 in net gains relating to the repurchases of the convertible notes),
2) a decrease in warrants issued for financing of $441,000, 3) a decrease in non
cash compensation of $1,221,000, 4) payment of settlement costs of $1,308,000 in
connection with the civil resolution with the Los Angeles County District
Attorney and the Los Angeles Police Department, 5) a decrease in deferred
revenues of $779,000, 6) spending on new building totaling $146,000, 7) a
decrease in prepaid expenses of $193,000, and 8) payments of payables and other
accruals totaling $3,152,000. These changes were partially offset by 1) an
increase in accrued interest on notes by $878,000, 2) an increase in
depreciation and amortization of $274,000, and 3) the recording of $140,000
settlements with vendors in 2000, and 4) and an increase in other assets and
receivables totaling $477,000.
Net cash used in investing activities was $3,950,000 and $556,000 for the
six months ended June 30, 2000 and 1999, respectively. The increase in cash used
in investing activities of $3,394,000 was mainly due to 1) an increase in
restricted cash of $924,000, 2) the Company's purchasing of property and
equipment to support the growth of the company amounting to $1,774,000 in 2000,
and 3) due to the Company's spending of $1,252,000 relating to the Company's
efforts to further expand its current software application from horse racing to
include sports' information and legal wagering, as well as international
application of its exiting and in-development products. Management reviews these
expenditures on a quarterly basis and writes-off amounts capitalized based on
management beliefs as to the likelihood of realization. Although the Company is
actively pursuing applications for its sports and other in-development software,
there can be no assurance that the Company will be able to realize any benefits
from these expenditures.
Net cash used in financing activities was $12,630,000 for the six months
ended June 30, 2000 as compared to net cash provided by financing activities of
$76,455,000 for the same period in the prior year. The decrease of $89,085,000
was the primary result of the Company raising funds during 1999 from sale of
securities, the issuance of notes payable, and exercise of stock options and
warrants totaling $78,185,000 as compared with $274,000 in 2000 from the
exercise of stock options and warrants. In addition, the Company used
$12,879,000 in cash during the six months ended June 30, 2000 to repurchase its
own 11% Convertible Senior Discount Notes. The remaining decrease cash used in
financing activities relates to a decrease of $1,625,000 in deferred financing
costs incurred in 1999, and a decrease of $81,000 in payments made on capital
lease obligations.
Management anticipates that it will continue to experience substantial
capital equipment purchases and lease commitments consistent with the company's
anticipated growth in operations and infrastructure, including various capital
expenditures associated with the expansion of operations into foreign markets.
In addition, the Company is expected to spend approximately $3,000,000 in
leasehold improvements and equipment in fiscal 2000 as part of the relocation to
its new facility. The company also anticipates that it will continue to
experience significant growth in its operating expenses for the foreseeable
future and that these expenses will be a material use of cash resources. The
company believes that its existing cash will be sufficient to meet its
anticipated cash needs for working capital and capital expenditures at least for
the next twelve months.
15
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 4, 1999, a complaint was filed against Youbet.com in the Court of
Chancery of the State of Delaware in and for New Castle County entitled Georg
Von Opel v. Youbet.com Inc. (C.A. No. 17200 NC). In the complaint Mr. Von Opel
alleges that Youbet.com breached its obligation to register the shares of common
stock underlying 400,000 warrants issued by Youbet.com to an affiliate of
Mr. Von Opel. The complaint seeks specific performance of the alleged obligation
to register such shares and damages for alleged breach of contract in the amount
of $8.7 million. The Company has answered the complaint and intends to defend
itself vigorously in the action. Mr. Von Opel moved for summary judgment on the
issue of liability, which on June 2, 2000, the court denied. The Company is
proceeding with discovery and has noticed the deposition of Mr. Von Opel. As the
litigation is at an initial stage, an outcome cannot be predicted at this time.
On October 13, 1999, a search warrant was served on the Company by the Los
Angeles Police Department in connection with an investigation by the Los Angeles
Police Department and the Los Angeles District Attorney's Office. In cooperation
with the investigation, effective November 10, 1999, the Company voluntarily
suspended reception and transmission of wagering information from California
residents. On January 14, 2000, the Company reached a civil resolution with the
Los Angeles County District Attorney and the Los Angeles Police Department. The
Company entered into a stipulation with the District Attorney resulting in the
entry of a civil judgment and injunction in which the Company admitted no
wrongdoing and no factual or legal findings were made. In connection with the
settlement, the Company disbursed a total of $1,308,250, consisting of $208,250
in cost reimbursements, $600,000 in civil payments, $300,000 in contributions to
the Los Angeles County Education Foundation in support of computer education and
$200,000 to the California Council on Problem Gambling. The Company incurred
approximately $150,000 of legal fees in connection with this investigation. As
part of the settlement, the Company agreed that until California law is
clarified, California subscribers would not be allowed to place wagers on the
You Bet Network. As of June 30, 2000, approximately 14% of Youbet.com's
subscribers were from California.
As previously disclosed by the Company in previous filings with the
Securities and Exchange Commission, on October 21, 1999, Representative
Goodlatte introduced a bill in the House of Representatives (H.R 3125) with
similar language as the Kyl bill. On April 6, 2000, the House Judiciary
Committee passed the Goodlatte bill. On July 18, 2000 the full House of
Representatives failed to pass a version of the Goodlatte bill under a
"suspension of rules" procedure. Although a majority of the members of the House
of Representatives voted in favor of the bill, it failed to receive the
two-thirds vote necessary to pass the bill using this procedure. The version of
the bill considered by the house would have allowed the states to regulate or
prohibit on-line para-mutuel wagering. Other proposals similar to the Kyl bill
and the Goodlatte bill could emerge in Congress; many states have considered and
are considering interactive and Internet gaming legislations and regulations
which may not be worded so as to permit the Company's business to continue in
such states; and anti-gaming conclusions and recommendations of other
governmental or quasi-governmental bodies could form the basis for new laws,
regulations, or enforcement policies that could have a material adverse effect
on the Company's business.
ITEM 2. CHANGES IN SECURITIES
ISSUANCE OF COMMON STOCK AND WARRANTS
During the six months ended June 30, 2000, the Company issued 117,716 shares
of common stock, in conjunction with the exercise of warrants and stock options
with exercise prices ranging from $0.01 to $4.00 per share, generating proceeds
to the Company of $274,115.
16
<PAGE>
During the six months ended June 30, 2000, the Company issued 10,000
warrants in exchange for services. The fair value of these warrants of $30,841
is being charged to operations over the service period. The warrants have an
exercise price of $4.28 and a term of five years. The warrants vest on the first
anniversary of issuance.
ISSUANCE OF STOCK OPTIONS
During the six months ended June 30, 2000, the Company granted various stock
options, as follows:
(1) The Company issued stock options to four executives under the 1998 Stock
Option Plan to purchase a total of 800,000 shares of common stock at
exercise prices ranging from $4.44 to $4.94 per share, the fair market
value at the date of grant. The stock options vest at specified dates
ranging from two to four years and are exercisable for a period of ten
years.
(2) Stock options were granted to employees to purchase 292,142 shares of
common stock at exercise prices ranging from $2.00 to $5.88, the fair
market value at the date of grant. These options vest over four years and
are exercisable for a period of five years.
(3) Stock options were granted to several consultants to purchase 60,000
shares of common stock at an exercise price ranging from $4.00 to $5.88.
The fair value of these options of $191,646 is being charged to deferred
compensation and amortized over the service period. These options vest
over a period between one year to four years and are exercisable for a
period of five years.
(4) Stock options were granted to a director to purchase 100,000 shares of
common stock at an exercise price of $4.94, the fair value at the date of
grant. The stock options vest ratably over a period of 25 months starting
on the date of grant and are exercisable for a period of ten years. The
director resigned from the board during the six months ended June 30,
2000, and the unvested portion of these options amounting to 76,000
options were terminated.
(5) Stock options were granted to four outside directors to each purchase
25,000 shares of common stock at an exercise price of $4.88, the fair
value at the date of grant. The stock options vest ratably over a period
of 12 months starting on the date of grant and are exercisable for a
period of ten years.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
The following exhibit are submitted herewith:
27 Financial Data Schedule (electronic filing only)
(B) REPORTS ON FORM 8-K
Youbet.com filed a Form 8-K dated June 26, 2000 with respect to the
Company's buy back of a portion of its outstanding notes payable. (Item
5)
17
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
<TABLE>
<S> <C> <C>
YOUBET.COM, INC.
Date: August 11, 2000 By: /s/ ROBERT M. FELL
-----------------------------------------
Robert M. Fell
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
Date: August 11, 2000 By: /s/ PHILLIP C. HERMANN
-----------------------------------------
Phillip C. Hermann
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
</TABLE>
18
