FORM 10-Q/A No.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended: December 31, 1997
OR
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number:
0-19836
America Online, Inc.
(Exact name of registrant as specified in its charter)
Delaware 54-1322110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22000 AOL Way, Dulles, Virginia 20166-9323
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (703) 448-8700
Former name, former address, and former year, if changed since last report: Not
applicable
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 the number of shares outstanding of each of the Issuer's classes of
Common Stock, as of the latest practicable date.
Title of each class
Common stock $.01 par value
Shares outstanding on January 31, 1998 105,105,940
AMERICA ONLINE, INC.
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets-December 31, 1997
and June 30, 1997 (as amended March 10, 1998,
to correct the balance of cash and cash
equivalents) 3
Consolidated Statements of Operations-Three
months ended December 31, 1997 and 1996 4
Consolidated Statements of Operations-Six
months ended December 31, 1997 and 1996 4
Consolidated Statements of Cash Flows-Six
months ended December 31, 1997 and 1996 5
Consolidated Statement of Changes in
Stockholders' Equity - Six months ended
December 31, 1997 6
Notes to Consolidated Financial Statements 7
Signatures
AMERICA ONLINE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
<TABLE>
December 31, June 30,
1997 1997
ASSETS (Unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 518,200 $ 124,340
Short-term investments 236 268
Trade accounts receivable,net 86,718 65,306
Other receivables 31,130 26,093
Prepaid expenses and other current assets 81,150 107,466
Total current assets 717,434 323,473
Property and equipment at cost, net 336,097 233,129
Other assets:
Restricted cash - 50,000
Product development costs, net 83,635 72,498
License rights,net 13,890 16,777
Investments including available-for-sale
securities 97,513 48,267
Other assets 43,694 36,351
Deferred income taxes 48,165 24,410
Goodwill, net 42,733 41,783
Total assets $1,383,161 $ 846,688
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 68,485 $ 69,703
Other accrued expenses and liabilities 301,275 297,298
Deferred revenue 174,392 166,007
Accrued personnel costs 31,385 20,008
Current portion of long-term debt and
capital lease obligations 1,971 1,454
Total current liabilities 577,508 554,470
Long-term liabilities:
Notes payable 371,391 50,000
Deferred income taxes 48,165 24,410
Deferred revenue 79,384 86,040
Minority interests 313 2,674
Other liabilities 843 1,060
Total liabilities 1,077,604 718,654
Stockholders' equity:
Preferred stock, $.01 par value; 5,000,000
shares authorized, 1,000 shares issued and
outstanding at December 31, 1997 and
June 30, 1997 1 1
Common stock, $.01 par value, 300,000,000
shares authorized, 104,214,103 and 100,188,971
shares issued and outstanding at December 31,
1997 and June 30, 1997, respectively 1,042 1,002
Additional paid-in-capital 738,991 617,221
Unrealized gain on available-for-sale
securities 32,705 16,924
Accumulated deficit (467,182) (507,114)
Total stockholders' equity 305,557 128,034
Total liabilities and stockholders'
equity $1,383,161 $ 846,688
See accompanying notes.
</TABLE>
AMERICA ONLINE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
<TABLE>
Three months
ended
December 31,
1997 1996
(Unaudited) (Unaudited)
Revenues:
<S> <C> <C>
Online service revenues $ 483,165 $ 351,220
Advertising, commerce and other
revenues 108,831 58,192
Total revenues 591,996 409,412
Costs and expenses:
Cost of revenues 385,986 261,888
Marketing 96,820 151,834
Product development 23,632 19,755
General and administrative 50,663 29,157
Amortization of goodwill 2,161 1,589
Restructuring charge - 48,627
Settlement charge (1,009) 24,300
Total costs and expenses 558,253 537,150
Income (loss) from operations 33,743 (127,738)
Other income (expense), net 741 (1,367)
Income (loss) before provision for
income taxes 34,484 (129,105)
Provision for income taxes (13,716) -
Net income (loss) $20,768 $(129,105)
Earnings (loss) per share-diluted $ 0.17 $ (1.37)
Earnings (loss) per share-basic $ 0.20 $ (1.37)
Weighted average shares outstanding-diluted 120,379 94,284
Weighted average shares outstanding-basic 103,184 94,284
See accompanying notes.
</TABLE>
AMERICA ONLINE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
<TABLE>
Six months
ended
December 31,
1997 1996
(Unaudited) (Unaudited)
Revenues:
<S> <C> <C>
Online service revenues $ 917,332 $662,352
Advertising, commerce and other
revenues 196,302 97,042
Total revenues 1,113,634 759,394
Costs and expenses:
Cost of revenues 712,987 463,042
Marketing
Marketing 194,622 230,977
Write-off of deferred subscriber
acquisition costs - 385,221
Product development 39,447 38,339
General and administrative 104,974 49,261
Amortization of goodwill 3,837 3,509
Restructuring charge (1,306) 48,627
Settlement charge (1,009) 24,300
Total costs and expenses 1,053,552 1,243,276
Income (loss) from operations 60,082 (483,882)
Other income, net 6,068 1,088
Income (loss) before provision for
income taxes 66,150 (482,794)
Provision for income taxes (26,218) -
Net income (loss) $ 39,932 $(482,794)
Earnings (loss) per share-diluted $ 0.33 $ (5.15)
Earnings (loss) per share-basic $ 0.39 $ (5.15)
Weighted average shares outstanding-
diluted 119,376 93,727
Weighted average shares outstanding-
basic 102,119 93,727
See accompanying notes.
</TABLE>
AMERICA ONLINE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
<TABLE>
Six months
ended
December 31,
1997 1996
(Unaudited)
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) $ 39,932 $(482,794)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Write-off of deferred subscriber
acquisition costs - 385,221
Non-cash restructuring charges (2,315) 19,937
Depreciation and amortization 56,843 28,363
Amortization of subscriber acquisition costs - 59,189
Compensatory stock options 23,629 -
Deferred income taxes 26,218 -
Changes in assets and liabilities:
Trade accounts receivable (21,480) (3,258)
Other receivables (4,260) 4,435
Prepaid expenses and other current assets 26,383 (18,690)
Deferred subscriber acquisition costs - (130,229)
Other assets (22,562) (5,976)
Trade accounts payable (1,064) 27,211
Accrued personnel costs 11,401 (6,241)
Other accrued expenses and liabilities 19,985 93,017
Deferred revenue 1,729 57,472
Other liabilities (217) (255)
Total adjustments 114,290 510,196
Net cash provided by operating activities 154,222 27,402
Cash flows from investing activities:
Purchase of property and equipment (153,323) (29,779)
Product development costs (26,994) (31,976)
Other investing activities (2,345) 10,237
Net cash used in investing activities (182,662) (51,518)
Cash flows from financing activities:
Proceeds from issuance of preferred stock
in subsidiary - 15,000
Proceeds from issuance of common stock, net 51,025 21,337
Proceeds (payments) on long-term debt 735 (540)
Proceeds from notes payable, net 370,625 -
Proceeds (payments) under capital lease
obligations (85) 87
Restricted cash 50,000 -
Payments on line of credit (50,000) -
Net cash provided by financing activities 422,300 35,884
Net increase in cash and cash equivalents 393,860 11,768
Cash and cash equivalents at beginning of period 124,340 118,421
Cash and cash equivalents at end of period $518,200 $130,189
Supplemental cash flow information
Cash paid during the period for:
Interest $4,177 $ 861
Income taxes - -
See accompanying notes.
</TABLE>
AMERICA ONLINE, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders' Equity
(Amounts in thousands, except share data)
(unaudited)
<TABLE>
Preferred Stock Common Stock
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Balances at June 30, 1997 1,000 $ 1 100,188,971 $1,002
Common stock issued:
Exercise of options - - 3,924,164 40
Business acquisitions 33,724 -
Sale of stock 67,244 -
Amortization of deferred compensation
Tax benefit related to stock options
Unrealized gain on available-for-sale
securities
Net income - - - -
Balances at December 31, 1997 1,000 $ 1 104,214,103 $1,042
Unrealized
gain on
Additional available-for-
Paid-in sale Accumulated
Capital securities Deficit Total
<S> <C> <C> <C> <C>
Balances at June 30, 1997 $617,221 $ 16,924 $(507,114) $128,034
Common stock issued:
Exercise of options 45,993 - - 46,033
Business acquisitions 2,866 2,866
Sale of stock 2,986 2,986
Amortization of deferred
compensation 23,629 23,629
Tax benefit related to stock
options 26,218 26,218
Unrealized gain on available-for-
sale securities 20,078 15,781 35,859
Net income - - 39,932 39,932
Balances at December 31, 1997 $738,991 $32,705 $(467,182) $305,557
See accompanying notes.
</TABLE>
AMERICA ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements,
which include the accounts of America Online, Inc. (the "Company") and its
wholly and majority owned subsidiaries, have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting only of normal
recurring accruals (with the exception of the adjustment discussed in Note 2 of
the Notes to Consolidated Financial Statements), considered necessary for a fair
presentation, have been included in the accompanying unaudited financial
statements. All significant intercompany transactions and balances have been
eliminated in consolidation. Certain amounts in prior years' consolidated
financial statements have been reclassified to conform to the current year
presentation. Operating results for the three and six months ended December 31,
1997 are not necessarily indicative of the results that may be expected for the
full year ending June 30, 1998. For further information, refer to the
consolidated financial statements and notes thereto, included in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1997.
In January 1997, the Securities and Exchange Commission issued new rules
requiring disclosure of the Company's accounting policies for derivatives and
market risk disclosure. The Company does not have any derivative financial
instruments as of December 31, 1997, and believes that the interest rate risk
associated with its borrowings and market risk associated with its available-
for-sale securities are not material to the results of operations or financial
position of the Company.
Note 2. Change in Accounting Estimate
As a result of a change in accounting estimate, the Company recorded a
charge of $385.2 million as of September 30, 1996, representing the balance of
deferred subscriber acquisition costs as of that date. The Company had
previously deferred the cost of certain marketing activities, to comply with the
criteria of Statement of Position 93-7 "Reporting on Advertising Costs", and
then amortized those costs over a period determined by calculating the ratio of
current revenues related to direct response advertising versus the total
expected revenues related to this advertising, or twenty-four months, whichever
was shorter. The Company's changing business model, which includes flat-rate
pricing for its online service, is expected to reduce its reliance on online
service subscriber revenues for the generation of revenues and profits. This
changing business model, coupled with a lack of historical experience with flat-
rate pricing, created uncertainties regarding the level of expected future
economic benefits from online service subscriber revenues (See "Management's
Discussion and Analysis of Financial Condition and Results of Operations"). As
a result, the Company believed it no longer had an adequate accounting basis to
support recognizing deferred subscriber acquisition costs as an asset.
Note 3. Income Taxes
The effective income tax rate varied from the federal statutory tax rate as
follows:
<TABLE>
Three Months Six Months
Ended Ended
12/31/97 12/31/97
<S> <C> <C>
Statutory rate 35.0% 35.0%
State income taxes - net of federal
income tax benefit 3.0 3.0
Other 1.8 1.6
Effective tax rate 39.8% 39.6%
</TABLE>
As of December 31, 1997, the Company had available net operating loss
carryforwards of approximately $969.4 million for tax purposes, which will be
available, subject to certain annual limitations, to offset future taxable
income. If not used, these loss carryforwards will expire between 2001 and
2012. To the extent that net operating loss carryforwards, when realized,
relate to stock option deductions, the resulting benefits will be credited to
stockholders' equity. (See Note 7, Subsequent Events)
Deferred income taxes arise because of differences in the treatment of
income and expense items for financial reporting and income tax purposes.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets as of December 31, 1997 and
1996 are as follows:
<TABLE>
December 31,
(In thousands) 1997 1996
<S> <C> <C>
Deferred tax liabilities:
Capitalized software costs $28,087 $20,702
Unrealized gain on available-for-sale securities 20,078 -
Net deferred tax liabilities $48,165 $20,702
Deferred tax assets:
Net operating loss carryfowards $ 368,389 $221,996
Other 7,217 14,107
Total deferred tax assets 375,606 236,103
Valuation allowance for deferred assets (327,441) (215,401)
Net deferred tax assets $ 48,165 $ 20,702
</TABLE>
Note 4. Legal Proceedings
The Company is involved in various legal proceedings, including pending
litigation. In February 1997, a class action lawsuit (Orman v. America Online,
Inc., et al.) was filed against the Company, its officers and directors and its
outside auditors alleging violations of the federal securities laws between
August 10, 1995 and October 29, 1996. In July 1997, the court dismissed the
complaint, finding that the allegations of the complaint were not sufficiently
specific. The plaintiffs filed an amended complaint in September 1997, this
time naming only the Company, its Chief Executive Officer and its Chief
Financial Officer as defendants. The court has declined to dismiss the amended
complaint and the case is scheduled to be tried during 1998. A shareholder
derivative suit related to the Orman lawsuit has also been filed in Delaware
chancery court against certain current and former directors of the Company.
The Company, one of its subsidiaries and two officers are named in a
lawsuit alleging, among other matters, that the Company breached an agreement
and has monopolized and attempted to monopolize an alleged market for online
games. The complaint seeks $100 million in damages and requests other relief.
The Company believes that it has valid defenses to all litigation pending
against it, and all cases against the Company are, and will continue to be,
vigorously defended. Management is unable to make a meaningful estimate of the
amount or range of loss that could result from an unfavorable outcome of all
pending litigation. It is possible that the Company's operating results or cash
flows in a particular quarter or annual period or its financial position could
be materially affected by an ultimate unfavorable outcome of certain pending
litigation. Management believes, however, that the ultimate outcome of all
pending litigation should not have a material adverse effect on the Company's
operating results, cash flows or financial position.
Note 5. Notes Payable
During September 1997, the Company borrowed $28.5 million in a refinancing
of one of its office buildings. The note is collateralized by the Company's
office building and carries interest at a fixed rate of 7.46%. The note
amortizes on a straight-line basis over a term of 25 years and if not paid in
full at the end of 10 years the interest rate, from that point forward, is
subject to adjustment.
On November 17, 1997, the Company sold $350 million of 4% Convertible
Subordinated Notes due November 15, 2002 (the "Notes"). The Notes are
convertible into the Company's common stock at a conversion rate of 9.5797
shares of common stock for each $1,000 principal amount of the notes (equivalent
to a conversion price of $104.3875 per share), subject to adjustment in certain
events. Interest on the Notes is payable semiannually on May 15 and November 15
of each year, commencing on May 15, 1998. The Notes may be redeemed at the
option of the Company on or after November 14, 2000, in whole or in part, at the
redemption prices set forth in the Notes. For additional information regarding
the Notes, refer to Part II, Item 2.
Note 6. Barter Transactions
The Company barters advertising on the AOL service for products and
services. Such transactions are recorded at the estimated fair value of the
products or services received. Revenue from barter transactions is recognized
when advertising is provided, and services received are charged to expense when
used.
Note 7. Subsequent Events
On January 9, 1998, the Company acquired Personal Library Software, Inc., a
developer of information indexing and search technologies, in a transaction that
will be accounted for under the purchase method of accounting. The total
purchase price was approximately $15 million, comprised of approximately $9
million in stock and $6 million in assumed liabilities. In connection with this
transaction, the Company expects to record a charge for acquired in-process
research and development of approximately $9 million in the quarter ending March
31, 1998.
On January 31, 1998, the Company consummated a Purchase and Sale Agreement
(the "Purchase and Sale") by and among the Company, ANS Communications, Inc.
("ANS"), a then wholly-owned subsidiary of the Company, and WorldCom, Inc.
("WorldCom") pursuant to which the Company transferred to WorldCom all of the
issued and outstanding capital stock of ANS in exchange for $175 million ($162
million in cash after purchase price adjustments made at closing), and the
online services business of Compuserve Corporation, which was acquired by
WorldCom shortly before the consummation of the Purchase and Sale. Immediately
after the consummation of the Purchase and Sale the Company's European partner,
Bertelsmann AG, paid $75 million to the Company for a 50% interest in a newly
created joint venture to operate the CompuServe European online service. Each
company invested an additional $25 million in cash in this joint venture. The
Company generated approximately $212 million in cash as a result of the
aforementioned transactions. Concurrently with the Purchase and Sale the
Company also entered into a five year network services agreement with WorldCom
which provides the Company with significantly expanded network capacity for the
Company's online service at favorable prices, comparable to those expected to be
paid as a network owner/operator. In connection with these transactions, the
Company expects to realize a gain of $350 million to $400 million, which will be
recognized on a straight-line basis as a reduction of cost of revenues over the
five-year term of the network services agreement with WorldCom.
At December 31, 1997, ANS had assets of $101.1 million (including $1.1
million in intercompany receivables), liabilities of $55.6 million and
stockholders' equity of $45.5 million. The major components of assets were
$36.9 million in property and equipment and $31.3 million in goodwill. The major
component of liabilities was $46.9 million in other accrued expenses and
liabilities. For the quarter ended December 31, 1997, ANS' third party revenues
(excluding intercompany revenues) totaled $14.1 million and are included in
advertising, commerce and other revenues in the Consolidated Statements of
Operations.
On February 6, 1998, the Company's stockholders approved an amendment to
the Company's Restated Certificate of Incorporation to increase the authorized
number of shares of common stock from 300,000,000 to 600,000,000.
The Company announced on February 9, 1998, that it will increase the price
of its Flat-Rate Plan for the AOL service by $2.00 per month to $21.95 per
month, in order to fund continued improvement of members' online experience and
to keep pace with the cost of members' increased usage. The price increase will
become effective at the start of each members' monthly billing cycle in April
1998. In addition, members may choose to pay for one year in advance at the
monthly rate of $19.95, a $2.00 per month increase from the previous annual plan
rate. Those subscribers who are currently on the annual plan will not be
subject to an increase until their renewal date. The Company will continue to
offer its other pricing plans with no changes.
Also on February 9, 1998, the Company announced a series of organizational
and management changes, including: organizing the Company's operations into
three brand groups supported by certain common infrastructure services; and
forming AOL Investments to manage the Company's investment portfolio. In
connection with the Company's reorganization into three brand groups, the
Company expects to incur a restructuring charge not to exceed $25 million in the
quarter ending March 31, 1998. Principal items expected to be included in the
charge are severance and related benefits for staff reductions, lease and
contract terminations, and other costs.
On February 10, 1998, the Company's Board of Directors approved a two-for-
one common stock split, to be effected by dividending one additional share for
each share owned on the record date, February 23, 1998. The payment date for
the stock split is March 16, 1998. The impact of the stock split is not
reflected in the accompanying financial statements.
Beginning with the three months ending March 31, 1998, the Company will
change its method of accounting for income taxes. Prior to January 1, 1998, the
Company followed the practice of computing its tax provision on the assumption
that stock option deductions were used first to offset its financial statement
income, providing a charge in lieu of tax and crediting the resulting benefit to
stockholders' equity. The Company will change its accounting for income taxes
to recognize the tax benefits from stock option deductions after consideration
of temporary differences and net operating losses determined without deduction
for stock option plans. Based on the information available, the Company's
provision for income taxes for the six months ended December 31, 1997 would be
substantially eliminated due to the change in accounting for income taxes being
retroactive to July 1, 1997.
Note 8. Recent Pronouncements
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 130, "Reporting
Comprehensive Income" which requires companies to report by major components and
in total, the change in its net assets during the period from non-owner sources.
The FASB also issued SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information," which establishes annual and interim reporting
standards for a company's operating segments and related disclosures about its
products, services, geographic areas and major customers. Both Statements are
effective for fiscal years beginning after December 15, 1997. Adoption of these
standards will not impact the Company's consolidated financial position, results
of operations or cash flows, and any effect, while not yet determined by the
Company, will be limited to the presentation of its disclosures.
AMERICA ONLINE, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICA ONLINE, INC.
DATE: March 10, 1998 SIGNATURE:/s/Stephen M. Case
Stephen M. Case
Chief Executive Officer
DATE: March 10, 1998 SIGNATURE:/s/Lennert J. Leader
Lennert J. Leader
Chief Financial Officer
(Principal Financial and Accounting Officer)
