UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Commission File Number: 0-26008
CLICKACTION INC.
2197 E. Bayshore Road, Palo Alto, California 94303
(650) 473-3600
Incorporated in I.R.S. Employer Identification No.
Delaware 77-0195362
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant: (1) has filed all reports 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 Regulations S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-KSB. [ X ]
Based on the closing price of $42.25 on February 29, 2000, the aggregate market
value of the common stock held by non-affiliates of the registrant as of
February 29, 2000 was $ 188,999,249.
The number of shares outstanding of the registrant's common stock as of
February 29, 2000 was 5,417,575.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant's definitive Proxy Statement for the Annual Meeting of
Shareholders are incorporated by reference into Part III.
<PAGE>
TABLE OF CONTENTS
Page No.
PART I
Item 1. Business 3
Item 2. Properties 22
Item 3. Legal Proceedings 22
PART II
Item 5. Market for Registrant's Common Stock and Related
Stockholder Matters 23
Item 6. Management's Discussion and Analysis or Plan of Operations 24
Item 7. Financial Statements and Supplementary Data 27
Item 7a. Quantitative and Qualitative Disclosure About Market
Risk 27
PART III
Item 9. Directors and Executive Officers of the Registrant 28
Item 10. Executive Compensation
29
Item 11. Securities of Ownership of Certain Beneficial Owners
and Management 29
Item 12. Certain Relationships and Related Transactions 29
Item 13. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 30
Signatures 31
Financial Statements 33
Exhibits 52
2
<PAGE>
PART I
ITEM 1. BUSINESS
ClickAction Inc. (formerly known as MySoftware Company, the "Company" or
"ClickAction") designs, markets, and supports a family of leading task-specific
software applications, annuity-based products and internet services for small
businesses, including home-based businesses. In addition, the Company also
provides web-based email marketing services to its enterprise clients to help
them organize and manage their email marketing campaigns. ClickAction provides
users with easy-to-learn and easy-to-use direct marketing solutions, including
tools for downloading on-line prospects lists, managing mail lists and saving on
direct mail postage. ClickAction also provides graphic tools and productivity
tools for creating brochures, stationery, postcards, labels, and invoices and
estimates. Headquartered in Palo Alto, California, the Company was founded in
1986 and completed its initial public offering in June 1995.
In addition to its desktop direct marketing products and services, ClickAction
shifted its focus in late 1999 and has been investing heavily in the development
and marketing of permission-based email relationship management ("ERM") tools
and services. These ERM tools and services are designed to allow direct
marketers to cost-effectively communicate with their customers, increase revenue
and acquire new customers. The Company's other current services also include:
* address correction, available through subscriptions to the MyPostageRateSaver
CD-ROM; and
* an on-line prospects service, available over the internet at
www.myprospects.com,
and offering customers added value and creating the opportunity for long-term
relationships with ClickAction. With an increasing number of businesses relying
on direct marketing to grow their businesses, ClickAction is positioned to meet
the on-line list rospecting, mailing and email campaign management needs of
this important market.
Desktop Application Products and Services
The Company places significant emphasis on consumer marketing techniques in
developing products and building brand awareness. The Company primarily
distributes its packaged products through the retail channel in computer
software and office supply stores throughout the United States and Canada.
The Company has also added new distribution methods, including direct,
original equipment manufacturer ("OEM") and internet channels for all of its
products and services. In addition to retail software products, annuity-based
direct marketing products and internet email management and prospecting
services, the Company also offers complementary paper products like invoice
forms and checks and receives commissions from the sales of such products by
third parties.
IDC/Link reports that there are approximately 22 million small businesses and
home businesses in the United States. According to IDC/LINK, income-generating
home offices are expected to grow over 27% from 1995 to 2000 , with the fastest
growth expected in those companies with fewer than 10 employees. The Company's
internal research indicates that small businesses are concerned about projecting
a professional image in their sales and marketing materials and in other
communications with customers. The Company's research also indicates that many
small businesses perceive opportunities for improvement in the delivery and
management of prospect lists and mailings.
Historically, small businesses have lacked the tools to obtain on-line prospects
lists, create professional-quality marketing materials and to mail their
materials effectively. As a result, they have been forced to rely on costly
third-party providers. Today, small businesses are adopting new office
productivity technologies in growing numbers. Moreover, the availability of low
cost, high resolution laser and inkjet printers, including color printers, has
made it possible to produce professional-looking materials directly from
personal computers. As a result, small businesses are increasingly using their
computers to find their prospects, combine text, data, and color graphics to
produce high-quality marketing materials on their own desktops and to mail these
materials via the United States Postal Service ("USPS") to their prospects.
3
<PAGE>
To serve this market, a number of companies have begun to offer marketing and
communications products as well as all kinds of on-line services targeted
towards small businesses. These companies include:
* Dun and Bradstreet Corp. ("D&B") and infoUSA, which provide targeted
mailing lists;
* D&B, infoUSA, iMarketinc, and I-Rent-America, which offer on-line data
download;
* Pitney Bowes, Inc. ("Pitney Bowes"), which provides their Personal Post
Office, a desktop postage meter for small businesses including home-based
businesses; and
* Kinko's Copies and Alpha Graphics, Inc., which provide production services.
Although general purpose software applications, such as word processing,
database, and desktop publishing applications, have a broad range of features
and can be used to perform many of the sales and marketing tasks desired by
small businesses, these applications are often complex and relatively difficult
to use. Accordingly, the Company believes that there is a substantial
opportunity for offering small businesses direct marketing solutions, from on-
line prospecting data download to task-specific software designed to provide
cost-effective, easy-to-learn, and easy-to-use solutions.
Web-based Email Marketing Services
In August 1999, the Company acquired an internet email marketing service
company, MarketHome, Inc., and then switched its focus and investment on the
development and marketing of the web-based email marketing services to its
enterprise clients, primarily catalogers and retailers. ClickAction provides
direct marketers with permission-based ERM tools and services that help its
clients cost-effectively communicate with and increase revenue from existing
customers and potentially acquire new customers. The Company's ERM system
helps its client build one-to-one customer relationships by combining permission
based customer profiles with data mining, targeting and a full suite of email
Campaign management tools.
The online direct marketing industry is growing very rapidly and email marketing
is one of the key components of this industry. The Direct Marketing Association
projects that direct marketing expenditures will increase from $160 billion in
1998 to $220 billion in 2003. While currently only a relatively small percentage
of direct marketing efforts is conducted on line, the trend is expected to
change very rapidly. Forrester Research estimates that U.S. marketers will send
200 billion emails per year generating a $1.6 billion opportunity for email list
owners and $3.2 billion for email marketing services outsourcers (The Forrester
Report, January 2000). Based on the Company's internal research and study,
management predicts that permission-based email marketing will experience the
most rapid growth within the online direct marketing category because of its
cost effectiveness and responsiveness of the one-to-one communication.
With the targeting and profiling capabilities of the Company's ERM system,
a marketer can send a highly targeted message or advertisement to match an
individual's indicated preferences, which translates to higher response rates
and a better return on investment for the marketers. According to a recent
Forrester report, marketers are experiencing click-through rates of 10% on in-
house lists; of those who click-through, 2.5% make a purchase. Compared with
the response rate of approximately 1% from a direct mail campaign, an email
marketing campaign is a much more cost efficient and effective vehicle for
not only customer retention and acquisition but also revenue generation.
Given the challenges and scope of work and resources required in an email
marketing campaign, the Company believes that many companies will outsource
their email marketing efforts and focus on their core competencies. A recent
Forrester survey also showed that marketers that outsourced the delivery
and list management of their email had higher conversion rates than those that
kept email operations in-house. The Company believes that it is well positioned
to provide its clients with a cost-effective vehicle for permission-based email
delivery, the tools to manage and integrate their internal systems and, most
importantly, value-added services such as data analysis, customer profiling,
and data integration.
Company Strategy
The Company's core strategy is to help businesses turn their PCs into direct
marketing powerhouses. This shift in focus will transition the Company from a
retail software company to a direct marketing solutions company. The most cost-
effective and efficient direct marketing solution the Company provides is the
4
<PAGE>
permission-based email relationship management tools and services that help
marketers deliver one-to-one communication with their customers. In addition,
the Company's desktop software products and services address the sales and
marketing needs of small businesses: attracting new business, communicating with
customers, and managing customer lists. In order to address this growing market,
the Company has focused on becoming the leading seller in its core categories,
including on-line prospecting, mailing, brochures, labeling, business cards, and
invoices/estimates. Key elements of the Company's strategy are summarized below.
Provide cost-efficient and effective permission-based email relationship
management tools and services. The Company developed its internet-based, opt-in
email marketing technology in 1997 to provide marketers a cost-effective vehicle
for one-to-one communications with their customers. These tools help businesses
increase customer loyalty and generate better returns on investments.
ClickAction has invested heavily in the development and marketing of its ERM
systems since Q3 1999, expanding its client list and enriching the features and
functionality of its ERM systems. ClickAction's technology is targeted primarily
at catalog and retail marketers. The Company's ERM system has been customized
for the ease of use to marketing and database managers of catalog and retail
companies and is designed to minimize demands for technical assistance.
Provide a cost-efficient Web service for new customer prospecting at
www.myprospects.com. MyProspects.com users can connect real-time via the
internet to 13 million U.S. business listings and a 112 million consumer
listings compiled by Polk and Experian. Detailed geographic and demographic
selection criteria assists in generating prospecting lists targeting specific
customer demographics. Small business users are the key targets for
www.myprospects.com as they are constrained in the search for new customers
by:
* access to quality direct marketing list data;
* overall data cost; and
* time.
Small business users do not have access to quality direct marketing prospecting
data in small, inexpensive quantities due to the nature of the mainframe
computing infrastructure of data compilers such as Polk and Experian. By
offering a Web-based customer prospecting tool through www.myprospects.com, the
Company can deliver new customer prospecting data in smaller quantities and in a
cost effective, internet efficient and timely framework.
Provide a line of fully featured, task-specific applications. The Company's
target users are busy and results-oriented. These users often find general
purpose software programs cumbersome to learn and to use for a particular
task. By developing task-specific applications, ClickAction makes its products
easy to learn and use, while incorporating all the capabilities needed to
successfully perform a focused task. Users can solve other small business
marketing challenges by purchasing additional task-specific software from
MySoftware's family of products.
Build product loyalty and brand name. The Company believes that building the
MySoftware brand is important to the long-term success of is desktop products.
By offering a family of related products that complement one another and have
similar names and packaging, the Company aims to raise brand awareness and
increase sales. ClickAction also conducts active brand marketing and
communications campaigns, including public relations efforts, direct
communications, advertising, and retailer promotions. To further increase
consumer exposure to its products, the Company establishes cooperative
marketing arrangements with companies that offer complementary sales and
marketing products. To date, ClickAction has established such arrangements with
Avery Dennison Corporation ("Avery"), American Express Company ("American
Express"), PaperDirect, Geographics, New England Business Systems,
Inc. ("NEBS"), Pitney Bowes, Stamps.com Inc., and ELetter Inc.
Focus on core product categories. ClickAction focuses its marketing and
development resources on two core product categories: ERM products and services
and desktop direct marketing products and services. The Company further
leverages its desktop application leadership position in the mailing category by
offering annuity-based mailing-related products and services. By maintaining
this focus, the Company believes it will continue to be positioned to understand
customer needs, produce easy-to-learn and easy-to-use products and services and
build its brand name and market position.
5
<PAGE>
Focus on expanding channels of distribution. The Company's distribution efforts
for packaged software are focused on the retail channel, since most small
businesses and individuals purchase software through retail outlets. The
Company actively seeks to increase its visibility in the retail channel by:
* conducring promotions,
* monitoring sell-through and inventory levels,
* designing its packaging for self-service selling environments,
* supporting retailers' advertising and promotional efforts, and
* conducting independent public relations and advertising efforts.
In addition to retail distribution, the Company is actively expanding its
direct channel and Web channel for its product and service offerings. The
Company alsodistributes products and services through its OEM channel, through
which it has formed partnerships with companies such as Pitney Bowes,
Hewlett-Packard Company, Brother, Ameritech, AT&T, American Express, Bell South,
Stamps.com and Vicinity Corporation. Such relationships enable the Company to
generate additional revenues, expand its target market for annuity-based
products and other services, and build awareness of the MySoftware and
ClickAction brands.
Emphasize market-driven product development. The Company employs extensive
market research and user feedback to define, develop, and improve its products
and services to meet customer needs more effectively. ClickAction applies an
integrated four-step consumer marketing process to define, develop, and improve
its products. These steps include:
* performing consumer research to identify user needs and behavior;
* incorporating the research to develop easy-to-learn, easy-to-use, fully
featured, task-specific applications;
* conducting both pre- and post-release usability testing to validate these
designs; and
* collecting customer support data and product returns feedback to drive future
improvements.
Products
The Company's desktop product line is a family of desktop software applications
that address the specific sales and marketing needs of small businesses, usually
those with ten or fewer employees. The Company also sells an email marketing
application service which is designed and targeted for marketers, including
catalog, brand and retail companies.
Desktop Products
The Company provides small business users with powerful, easy-to-learn and easy-
to-use solutions for creating customized, professional-quality mailing lists,
brochures, labels, business cards, invoices/estimates, business checks and other
marketing communications materials. The Company's core desktop products are
packaged under the "MySoftware" brand and primarily sold through the retail
channel. The Company also markets annuity-based mailing products and Web
prospecting services that complement the Company's existing mailing software
products. The Company provides its products with a 30-day money-back guarantee.
Most of the Company's core applications are available for Microsoft Windows 3.1,
Windows 95 and Windows 98.
Mailing Products
MySoftware's initial mailing list product was introduced in September 1987.
The advanced version, introduced in June 1989, stores and organizes mailing
list data that can be printed in a variety of forms, including mailing labels,
envelopes, address books, and Rolodex cards, or used in conjunction with other
ClickAction applications, such as MyAdvancedBrochures. MyDeluxeMailList, the
updated version of the advanced mailing list application, introduced in March
1995, includes Zip Look Up, a CD-ROM of USPS valid address in the United States,
enabling users to correct their addresses and add ZIP+4 codes to help speed
delivery of their mail. Since then, MyDeluxeMailList has been updated
periodically and runs on both Windows 95 and 98 formats. MyPostageRateSaver
(formerly MyAddressChecker), introduced in 1994, is USPS CASS-certified and
enables users to qualify for Bulk Mail discounts. Users must subscribe to bi-
monthly CD-ROM updates to continue to qualify for postal discounts, which can be
as great as approximately 80%. The program verifies and corrects addresses
against the national database of deliverable addresses maintained by the USPS
6
<PAGE>
and supplies the appropriate ZIP+4 codes necessary to print delivery point bar
codes and to qualify for these discounts. MyMailList & Address Book, introduced
in December 1997, provides users with simple features to organize names and
addresses, at a lower price point than the Company's other mailing products.
MyContactManager was introduced in March 1999. It has a built-in database of
function that allows customers to track contact history through pop-up
calendars, sort & filter features and easy-to-use contact reports.
Labeling Products
The Company's initial labeling product was introduced in March 1988.
MyAdvancedLabelDesigner, introduced in May 1992, enables users to design and
print professional-looking, color labels in standard and custom sizes, including
mailing and shipping labels, name cards, Rolodex cards, file folders, cassette
and video tape labels, and more. Text, data, and graphics can be entered
directly into MyAdvancedLabelDesigner or imported from other
applications such as dBase, Paradox, and Access. Labels can be enhanced with
special design elements including color, rotated text, and clip art. In March
1996, the Company introduced the Windows 95 version of MyAdvancedLabelDesigner,
which supports ten different label brands and more than 500 label sizes. Since
then MyAdvanceLabelDesigner has been upgraded and is compatible with Windows 98.
MyLabels was introduced in March 1996 to provide similar features to a more
value-conscious consumer.
Financial Products
MySoftware's initial invoice product was introduced in December 1990. The
Deluxe version, introduced in June 1999, is an invoicing,estimating, and cash
management application. The program produces professional-looking invoices and
estimates on plain paper or on a variety of pre-printed forms. The application
also produces a variety of sales and accounts-receivable reports designed to
assist small businesses in analyzing the financial and accounting aspects of
their businesses. The current version of MyDeluxeInvoices is embedded with
Windows 95/98 code base and offers enhanced usability features. MyBusiness-
CheckWriter and MyPersonalCheckWriter were introduced in December 1999. Both
products allow customers to print bank-approved checks from their laser printer.
They also seamlessly interface with popular business and consumer accounting
packages. The Company also launched a line of blank security checks, called
MyChecks, for use with MyBusinessCheckWriter and MyPersonalCheckWriter.
ClickAction also sells pre-printed invoice, estimate, and statement forms for
use with all software products in its invoicing/estimating category. The
Company contracts with a third party to manage its private-label forms business
and shares in the sales revenues and marketing costs of the business. There can
be no assurance that this arrangement can be maintained or will benefit the
Company.
Publishing Products
MyBusinessPublisher was introduced in December 1998. MyBusinessPublisher is an
all-in-one solution for small business' print and Web publishing needs. This
product enables users to design and produce quality flyers, postcards, color
brochures, menus, newsletters, and invitations in a variety of formats and
sizes. This product provides users with powerful and easy-to-use design and
drawing tools. MyTypeArtist contains 1,000 unique typestyles that can be browsed
according to color, pattern, theme, shape and more. In April 1995, the Company
introduced MyProfessionalBusinessCards. MyProfessionalBusinessCards gives small
business owners a tool for creating professional-quality business cards in
minutes. The Company introduced MyCustomStationery in September 1999. This
product is designed to create customized, professional-quality stationery.
ProVenture Budget Titles
In 1998, the Company introduced a total of 12 budget-priced products under its
ProVenture brand name. The Pro Venture products offer end users the same
marketing and mailing functionality as our similar core products, but with fewer
features and are typically offered at below retail prices. The twelve budget
products that were introduced in 1998 were:
* Business Cards;
* Label Maker;
* Mail List;
* DataBase;
* Brochures;
7
<PAGE>
* Stationery;
* Invoices & Estimates;
* Postcards;
* Newsletters;
* Presentation & Charts;
* Address Book; and
* WebPage Designer.
The Company added 4 budget titles to the product line in 1999. The four products
were Border Art, Greeting Cards, Logo Maker and Resumes.
Apple Macintosh Titles
In October 1999, the Company re-launched a line of business productivity titles
for Apple Macintosh. These Mac products address the same marketing, mailing and
invoicing needs as the PC products. The four Mac titles introduced were
MyAdvancedMailList, MyAdvancedLabelDesigner, MyAdvancedDatabase and
MyAdvancedInvoices.
Web Products and Services
The Company launched the Web site www.myprospects.com in December 1998 to
enable users to select and download information regarding qualified customers
from the internet. With www.myprospects.com, users can quickly and inexpensively
connect with more than 13 million U.S. business listings and more than 180
million consumer records compiled by the leading companies in the Direct
Marketing industry.
Other Products
In September 1999, the Company introduced MyBusinessPlanStarter. This product
is designed to help customers assess the feasibility of a business idea prior to
writing an entire business plan. During 1999, the Company launched four seasonal
products, MyHolidayMailingLabels, MyHolidayClipArt, MyHolidayGreetingCards, and
MyHolidayScreenSaver, which are designed for creating and mailing holiday
greetings and announcements. The Company also markets the American Check
Printers line of checks for personal financial programs. These products are not
expected to contribute materially to the Company's future revenues.
ClickAction Service
ClickAction's ERM service, which was originally launched by its subsidiary
MarketHome, Inc. in 1997, enables companies to send personalized email
Communications regarding products and services to customers who make a request,
or "opt-in" directly from the companies' web site. ClickAction ERM 4.0 was the
first version launched in November 1999 by the Company.
ClickAction ERM 4.0 gives companies the ability to reduce the cost of
communicating with customers, find new sources of revenue through initiatives
such as online-only promotions and inventory clearances, and better retain
customers over the long-term by communicating with them about individual
interests and needs on a permission-only basis.
The Company's ERM application service was designed primarily for use by the
marketing and database managers who work at catalog, brand and retail companies.
It is easy-to-use and provides a feature-rich, web-based campaign management
interface that gives managers total control over their email marketing
communications -- without any IT demands for technical programming or hardware
maintenance. ClickAction ERM 4.0 contains three sections: Campaign Center,
Setting and Tracking Center. The Campaign Center is where users select from a
simple text, a graphic html or newsletter email format, create the message
content, and establish the parameters for the campaign such as timing and who
will receive the message. The Tracking Center is where users can see instant
results of their campaigns, such as click-through rates, unsubscribes and
bounce-backs due to incorrect addresses. In Setting, users are able to create
the confirmation messages that all users see upon sign-up, headers and footers
that go out with each message, and the personalized salutation that sits at the
top of each email. This is also where the inbound management system resides
This plays a major role in keeping email lists clean and free of duplicate or
invalid addresses. It also lets users route legitimate customer inquiries to
customer service addresses.
8
<PAGE>
The Company is developing its next generation ERM service, ClickAction ERM 5.0,
for launch in the first half year of 2000. This service will feature advanced
personalization tools, data exchange capabilities with legacy databases and
improved campaign management tools such as the ability to send streaming audio
and video content via email. In addition, the Company is developing an
enterprise solution that integrates with existing e-commerce and legacy systems.
Product Development
The software and internet industry is undergoing rapid changes, including
evolution of industry standards, introduction of new operating systems and
environments, frequent new product introductions and changes in customer
requirements and preferences. The Company believes that its future success will
depend in large part upon its ability to keep pace with competitive offerings,
to adapt to new operating systems, hardware platforms, media, internet
technologies, and industry standards, and to provide additional functionality
by enhancing its existing products and introducing new products on a timely
basis.
The Company focuses on developing and improving its family of core products and
internet services. At the same time, it is developing products and services in
complementary software categories and is expanding internet services related to
direct marketing. This focused strategy allows ClickAction to better understand
its market and to develop solutions to customer problems. In order to meet the
business development and marketing needs of its prospective customers, the
Company works with current and prospective users or marketers to define the
functionality of the Company's new products and services and make improvements
to its existing products and services. The Company's development process is
organized around multi-functional teams composed of product development,
marketing, customer services and quality assurance personnel who work together
in the development of products from an earlier design stage. This team approach
ensures a high level of marketing and customer support input throughout the many
stages of product development. From time to time, the Company will license
third-party products that fit into the Company's desktop product line and
strategy. The Company will publish such products under the Company brands and
sell them through the Company's existing channels.
ClickAction conducts systematic usability testing as an integral part of the
product development process. This testing begins with the product specification
phase and continues during development and beta testing. This testing is used
to identify potential problems quickly and formulate early solutions. In
addition to monitoring customer support calls and requests, the Company has in
place an optional customer registration program that further enhances its
ability to monitor customer use of its products and to obtain valuable customer
feedback.
With respect to its desktop software applications, ClickAction creates all
product specifications and maintains internal control over the creative and
market-driven aspects of product development. Once a product has been defined
and a detailed specification has been designed, the Company sometimes leverages
its resources by outsourcing part of the coding function. For desktop products,
the Company compensates third-party coders or licensors primarily through
payments for software production costs and royalty payments. Royalty expenses
have been at 2% of net revenues of the relevant products, with a dollar maximum
cap on total royalty payments for certain products. The Company generally owns
all intellectual property rights to products developed by third-party coders
with the exception of the base code for MyBrochures, MyAdvancedBrochures,
MyProfessionalMarketingMaterials, MyProfessionalBusinessCards, Custom Business
Stationery and MyBusinessPublisher. With respect to these products, the Company
owns all the code for the user interface, while the base code is owned by the
third party coder.
The Company has made use of shared code across its product line. For example,
MyAdvancedMailList and MyAdvancedLabelDesigner share portions of the same base
code, and the code for MyAdvancedBrochures was used to develop MyProfessional-
BusinessCards, Custom Business Stationery and MyBusinessPublisher. The Company
believes its ability to leverage significant blocks of code across multiple
products has enabled it to shorten development time and reduce development
costs.
From time to time the Company licenses third-party products that are strategic
to its product strategy, and distributes such products through its regular
channels. The Company generally does not own the intellectual property rights to
such licensed products. The Company compensates these third-parties through
royalty payments from revenues generated from such products. Royalty expenses
9
<PAGE>
for licensed products range from 10% to 12% of net revenues of the relevant
products. The Company's success depends in part on its continued ability to
renew or obtain such license agreements. There can be no assurance that the
Company will be able to obtain or renew such licensed agreements on favorable
terms, if at all.
With respect to its internet services, the Company has an internal product
development group that is devoted to the development and enhancement of its ERM
system. The Company's ERM system is 100% JAVA based. The design, interface and
programming are done by the Company's employees with additional support from
contract programmers. The Company's Web services success depends on the ability
to retain and recruit technical professionals to develop and maintain its Web
services. There is no guarantee that the Company can retain its professionals or
can attract professional key employees with good qualifications and technical
skills. Currently, the Company outsources the hosting services for its ERM
system to a third-party provider, but by May 2000, the Company expects to own
and maintain all the equipment required to host the ERM system. This equipment
will be located at a major third party co-location facility.
As of December 31, 1999, the Company had 23 full-time and one part-time
professional and technical employees engaged in product development. During the
years ended December 31, 1999, 1998, and 1997, product development expenses were
$3,442,070, $1,997,355, and $2,221,712, respectively, not including capitalized
software production costs paid to third-party coders of $88,747, $523,032, and
$1,179,180, respectively.
Sales and Marketing
Sales
The Company's desktop products are distributed primarily through computer
software and office supply retailers throughout the United States and Canada,
including computer superstores (CompUSA Inc.; Fry's Electronics, Inc.;
MicroCenter), office warehouse clubs (Office Depot Inc.; OfficeMax; Staples
Inc.), software specialty stores (Electronics Boutique; Future Shop), consumer
electronics stores (BestBuy Co., Inc.) and occasionally at general warehouse
clubs (Price/Costco Inc.; Sam's Club). Of the Company's top ten retail outlets,
ClickAction sells directly to six and serves the other four through distributors
such as Ingram Micro, Inc. ("Ingram"), Merisel, Inc. and Triad. Ingram and
Office Depot, Inc. accounted for 34% and 31% of net revenues for 1999, 37% and
15% of net revenues for 1998, and 37% and 20% of net revenues for 1997. The
Company has non-exclusive arrangements with its distributors and retailers
that generally do not require minimum purchases of and may be terminated at any
time.
The Company monitors product sell-through and retail inventory information.
Most of the Company's distributors and key retailers provide weekly or monthly
sell-through data as well as current inventory information. This information is
analyzed for both positive and negative trends and is used to assist the
Company's retailers in managing product inventory levels. This information is
also used to determine the effectiveness of retail promotions and advertising.
The Company's promotional activities are also geared toward increasing customer
exposure to its products with additional facings and high traffic locations.
The Company's products are also distributed directly and through OEMs. Direct
sales to customers are expected to remain at the same level going forward. Sales
through the OEM channel, with partners such as AT&T, Brother, American Express,
Ameritech and others, enable the Company to generate additional revenues, expand
the target market for its annuity-based products and services, and build
awareness of the MySoftware brand.
The Company's ERM services are derived primarily through direct selling efforts
by ClickAction's internal sales force. The Company employed a total of 15 sales
managers as of December 31, 1999 who focus their selling efforts on ERM
services. The Company maintains sales forces in the New York, Boston, New
Jersey, Chicago, Salt Lake City and Minneapolis metropolitan areas. To date,
the Company's primary focus has been to sell its ERM service to the catalog and
retail industry. The Company experienced a positive growth in ERM client list
for 1999.
Cooperative Marketing Arrangements
ClickAction has entered into cooperative marketing relationships with companies
that sell products complementary to the Company's desktop products, including
paper products and targeted mailing lists. In exchange for inserting these
marketing partners' catalogs and product samples inside the Company's retail
software packages, the Company receives a per-registered-user fee, per-product-
shipped fee, or sales commission on any sales generated by the Company's
10
<PAGE>
activities or other promotional consideration. ClickAction currently has
cooperative marketing programs with Geographics, PaperDirect, Stamps.com,
American Express and ELetter. To date, these activities have not produced
significant revenues, but the Company believes that these activities contribute
to its brand-building efforts. There can be no assurance that any of these
arrangements can be maintained or will benefit the Company.
In addition, the Company has developed custom versions of its products for sale
by some of its marketing partners. The Company has entered into a resale
contract with NEBS, Geographics and Great Gizmos for various ClickAction titles.
There can be no assurance that any significant revenue will result from these
activities or that any of these relationships can be maintained.
The Company has also entered into distribution and affiliate programs with some
companies for distributing its ERM services or driving traffic to its other
internet services sites, such as www.myprospects.com. To date the revenue from
such arrangement has not been significant and there is no guarantee that any of
these arrangements can be maintained or benefit the Company.
Marketing
ClickAction's marketing department is responsible for:
* managing products and services offering and developing new market
opportunities;
* building brand recognition through public relations, advertising, and other
promotional techniques; and
* communicating directly with current customers to market additional products
and services.
The Company's marketing department has two main areas of focus: product
marketing and corporate marketing.
The Company's product marketing group is responsible for analyzing the needs of
email marketers as well as the direct marketing needs of small businesses and
individuals. This includes:
* specifying product and services features;
* validating product/services ease-of-learning and ease-of-use;
* managing package design;
* coordinating product training;
* developing sales of complementary products and services; and
* increasing repeat purchases by existing customers.
Market research is an integral part of ClickAction's customer-focused approach,
enabling the Company to continue to improve existing products and services and
define new products and services. Product marketing personnel work closely with
product development engineers to develop product development specifications
based on demonstrated customer needs.
The Company's corporate marketing group focuses on building awareness of the
ClickAction brand and increasing ClickAction product trials. Its
responsibilities include external communications, such as public and investor
relations, advertising, the corporate Web site, trademark issues and promotions.
ClickAction also conducts periodic retail promotions designed to increase short-
term sales and strengthen relationships with retailers.
Customer Support/Client Services
The Company's customer support activities provide valuable services to its
Customers, enhance customer satisfaction, and generate customer input to the
Company's product development process. ClickAction provides customer technical
support through a third party managed by the Company's internal customer support
group. This structure allows the Company to achieve satisfactory customer
support on a cost-effective basis. The Company receives daily downloads of
data from its customer technical support provider, allowing it to monitor
service levels and support quality.
ClickAction has also formed a client service group to support its ERM clients,
and each ERM client is assigned a specific client service manager. The Company's
client service group helps clients design, create and manage their permission-
11
<PAGE>
based email marketing campaign and ensure the integrity of data transfer and
installation of the ERM system. The goal of the team is to create a positive and
easy experience for its clients throughout the implementation and execution of
their email marketing campaign and ultimately create a positive return on
investment for such email marketing campaign. The Company is offering a 100%
services guarantee to its ERM service clients.
Data Management and Hosting
The Company's ERM service allows clients to compile a data warehouse of key
marketing, profiling and other information. These ERM services include:
* Maintaining and managing email lists with list cleansing services such
as purging undeliverable addresses;
* Correcting any invalid addresses and deleting duplicate email records;
* Designing, developing and hosting the survey screen per clients'
specification;
* Processing and providing real-time response information including
click through and delivery information;
* Automatically managing the replies and requests generated from
email marketing campaigns and forwarding other customer service requests.
Operations
The Company directly performs all purchasing, finished goods inventory
management and warehousing, scheduling, order processing, and shipping
functions. The Company prepares master software diskettes, CD-ROMs, user
manuals, and packaging designs, and conducts independent quality control and
testing at its facilities. Diskette and CD-ROM duplication, printing of
documentation, and packaging and assembly are performed by independent
contractors to the Company's specifications. To date, the Company has not
experienced any material difficulties or delays in the manufacture and assembly
of its products. However, if such difficulties and delays were encountered and
if the Company's transition to an alternate vendor were not completed promptly,
the Company could be adversely affected.
The Company generally ships products within three days of receipt of an order.
As a result, the Company has relatively little backlog at any given time, and
does not consider backlog to be a significant indicator of future performance.
Competition
The market for the Company's small business desktop products is intensely
competitive, and is characterized by pressure to increase marketing and
promotional activity, incorporate new features, release new product versions
and reduce prices. Existing software companies may broaden or enhance their
product lines to compete with the Company's products, and other potential new
competitors, including computer hardware manufacturers, diversified media
companies, and small busines service companies, may enter or increase their
focus on the small business software market, resulting in even greater
competition for the Company. The Company's software products compete with task-
specific products sold by Avery (labeling software), Intuit, Inc. (invoicing/
estimating software), The Learning Company, Inc.(business card, labeling, and
brochure/marketing material software), and several other companies of varying
size and financial and marketing strength. The Company's products also compete
with general purpose programs, such as word processing, database, and desktop
publishing products from major software companies, including Adobe Systems
Incorporated, Lotus Development Corp., Microsoft Corporation and Corel
Corporation. The Company believes it would face increased competition from such
general purpose programs if such programs were designed for greater ease-of-use
of task-specific functions. The Company's Web services compete with the similar
services provided by some large data provider like InfoUSA, iMarketinc, I-Rent-
America, and Dun & Bradstreet. The Company believes that it will face increased
competition from similar Web services provided by other data companies like
Acxiom, First Data, Experian and others. In addition, new operating systems may
incorporate features enabling users to accomplish small business marketing and
other tasks currently addressed by the Company's software products.
The Company's strategy of focusing on its core and complementary products and
services heightens the competitive risk. Many of the companies with which the
Company currently competes, or may compete in the future, have greater
12
<PAGE>
financial, technical, marketing, sales, and customer support resources, as well
as greater name recognition and access to customers, than the Company. The
competition for retail shelf space and direct internet selling is also likely to
increase due to the proliferation of software products and companies. Failure
to achieve and maintain unit sales volumes may result in loss of shelf space,
which may, in turn, lead to further reductions in sales volumes.
Only a small percentage of products introduced in the market achieve any degree
of sustained market acceptance. Principal competitive factors in the marketing
of software include:
* product features;
* quality;
* reliability;
* technological
* sophistication;
* brand recognition;
* ease-of-learning;
* ease-of-use;
* merchandising;
* access to distribution channels and retail shelf space;
* marketing;
* advertising;
* public relations;
* price; and
* the availability and quality of support services.
The Company believes that it competes effectively in these areas, particularly
in the areas of quality, brand recognition, ease-of-learning, ease-of-use,
merchandising, access to distribution channels and retail shelf space. To the
extent that competitors achieve performance, price, or other selling advantages,
the Company could be adversely affected. There can be no assurance that the
Company will have the resources required to respond to market or technological
changes or to compete successfully in the future. In addition, increasing
competition in the small business software market may cause prices to fall,
which could adversely affect the Company.
The competition for email marketing services is very competitive and
driven by rapidly changing technologies. The Company believes it will face sever
competition in the future because of the advertising and communication
directions that the direct marketers are taking and the fact that there are no
major entry barriers into the email marketing market. The factors that will
drive competitive success in this market include:
* Quality, features and functionality of the Company's ERM system;
* Quality of the Company's client services;
* Reliability of the ERM system;
* Scalability of the Company's system and services; and
* Speed of the delivery of email marketing campaigns.
Due to rapid technological changes in this market, there is no guarantee that we
can compete favorably against current or potential competitors. Our competitors
include other email marketing services providers such as Acxiom and its
affiliate Bigfoot, Digital Impact, Exactics.com, DoubleClick, Kana
Communications, Message Media, Responsys.com, Prime Response and others.
We may also experience additional competition from other internet service
providers such as Microsoft, IBM, Yahoo!, ADVO and others. Most of these
companies have established relationships with the Company's prospective clients.
In addition, these companies have substantial financial resources to develop,
market and compete against the Company should they decide to provide email
marketing services. There is no guarantee that the Company can compete favorably
or at all if these companies decide to enter into this market.
The fact that the Company's management team has limited experience in this
market increases the Company's risk of being unable to compete effectively. In
addition, many of the Company's competitors have significantly greater resources
to devote into the development, marketing and sales of their emarketing
solutions. There is no guarantee that the Company can effectively compete
with its limited resources.
13
<PAGE>
Proprietary Rights and Licenses
The Company relies primarily on a combination of trademark, copyright, and trade
secret laws, employee and third-party nondisclosure agreements and other methods
to protect its proprietary rights. The Company does not include in its products
any mechanism to prevent or inhibit unauthorized copying. Unauthorized copying
occurs within the software industry, and if a significant amount of unauthorized
copying of the Company's products were to occur, the Company could be adversely
affected. In addition, as the number of software products in the industry
increases and the functionality of these products further overlaps, software
developers and publishers may increasingly become subject to infringement
claims. There can be no assurance that third parties will not assert
infringement claims against the Company in the future with respect to current
or future products. Use of third-party coders or the licensing of third-party
products may increase the risk of infringement. The third-party coders' and
licensors' liabilities to the Company for any infringement of copyrights, trade
secrets or patents are generally limited to royalties received from the
Company.
Although the Company has not been the target of any actual, pending, or
threatened intellectual property litigation, there has been substantial
litigation regarding copyrights, trademark, and other intellectual property
rights involving other computer software companies. Any such claims or
litigation, with or without merit, could be costly and could divert management's
attention, which could have a material adverse effect on the Company. Adverse
determinations in such claims or litigation could also have a material adverse
effect on the Company.
Employees
As of December 31, 1999, the Company employed 89 full-time employees and two
part-time employees. Of the Company's full-time employees, 36 are in sales and
marketing, 24 are in development, ten are in client and customer support,
fourteen are in systems, administration and finance, and five are in operations.
None of the Company's employees is represented by a collective bargaining
agreement, nor has the Company ever experienced any work stoppage. The Company
believes that it has good employee relations.
Risk Factors
The following risk factors should be considered very carefully in addition to
the other information contained in this Form 10-KSB. The risks described below
are not the only risks we face. Additional risks that we do not yet know of or
that we currently think are immaterial may also impair our business operations.
If any of the events or circumstances described in the following risks actually
occurs, our business, financial condition, or results of operations could be
materially adversely affected.
WE COMPETE IN AN EMERGING MARKET AND WE DO NOT KNOW IF OUR EXISTING
OR FUTURE PRODUCTS AND SERVICES WILL BE ACCEPTED
Our success depends on the market acceptance of our new and existing products
and services. The majority of our current revenues derive from the sale of
task-specific software applications for small businesses through the retail
channel. The emergence of the internet and on-line e-commerce makes it difficult
to predict with any assurance the future size of this market. Our focus on a
small number of core products heightens exposure to market development and
product acceptance risks. In addition, there also can be no assurance that
our existing products will achieve broad-based market acceptance, that sales of
such products will continue at historical rates or that we will introduce new
products that achieve significant market acceptance in the future.
Our success increasingly depends upon our ability to secure arrangements with
OEM partners that distribute our products and services as well as provide us
other strategic benefits. These relationships allow us to generate additional
revenues, expand our target market for our products and services, and build
awareness of the ClickAction and ClickAction brands. The market for these
relationships is highly competitive, and there can be no assurance
that we will be successful in sustaining existing relationships or creating
new relationships in the future.
14
<PAGE>
Our strategy of transitioning ClickAction to an email marketing campaign
management company is very risky and untested due to the limited operating
history of the management team and the emerging nature of the emarketing
industry. The internet market is highly competitive with many well-funded
companies and this service is relatively new to most of our clients. There is
no assurance that we can successfully execute our plan of continuously
developing new technology ahead of our competitors, retaining our existing
enterprise clients, or acquiring new clients.
OUR SUCCESS DEPENDS ON OUR TIMELY DEVELOPMENT OF NEW PRODUCTS AND
SEVICES
We believe that our future success depends in large part upon our ability to
keep pace with competitive offerings, to adapt to new operating systems,
hardware platforms, media, and industry standards, and to provide additional
functionality by enhancing our existing products and services and introducing
new products and services on a timely basis. If we are unable to develop such
products or services in a timely manner due to resource constraints or
technological or other reasons, this inability could have a material adverse
effect on our business. Failure to develop and introduce new products and
services in a timely fashion could have a material adverse effect on our
business.
OUR SUCCESS DEPENDS ON POSTAL REGULATIONS AND AVAILABILITY OF POSTAL
INFORMATION
Our line of mailing products, which in the aggregate accounted for 15% of our
net revenues in 1999, have been developed based on current Postal Service
regulations. Changes in Postal Service regulations, which historically have
occurred frequently, could necessitate updating these products or could
eliminate or reduce the usefulness of these products, which could adversely
affect our operating results. We license from an independent third-party,
address information and certain software code embodied in the MyDeluxeMailList
and AddressChecker products that perform address correction, add ZIP+4 Codes
and supply delivery point bar codes. There can be no assurance that we will be
able to maintain or renew our relationship with this third party or that the
code and information we license will be error free or perform to our
specifications or in accordance with Postal Service regulations. Significant
changes in Postal Service regulations or the inability to maintain or renew our
relations with the independent party on acceptable terms or at all could have a
material adverse effect on our business and prospects. We must also obtain
Postal Service certification on a bi-monthly basis in order to be able to
supply MyDeluxeMailList and AddressChecker users with CD-ROM updates in a timely
manner. There can be no assurance that we will be able to continue to secure
such certification on a timely basis, if at all, and the failure to do so could
have a material adverse effect on our business.
FLUCTUATIONS IN OPERATING RESULTS MAY AFFECT OUR BUSINESS
We have historically experienced, and may continue to experience, significant
fluctuations in the operating results of our desktop software products due to a
variety of factors. These factors include:
* the size and rate of growth of the market for task-specific
applications for small businesses and of the software market
in general;
* the timing and number of product enhancements
and new product and services introductions by us and our
competitors;
* the timing and delivery of partnership arrangements;
* product returns;
* changes in pricing policies by us and our competitors;
* accuracy of retailers' forecasts of consumer demand;
* timing of the receipt of orders from major retailer and distributor
customers;
* cancellations or terminations by retail or distributor accounts;
15
<PAGE>
* shelf space reductions; and
* delays in shipment.
We believe that revenue fluctuations with respect to our new email marketing
services will follow the revenue fluctuations of the traditional direct
marketing industry. However, we have a limited history with these new offerings
and cannot predict the effects of these fluctuations on our quarterly operating
results. Furthermore, a significant portion of our operating expenses are
relatively fixed, and planned expenditures are based, in part, on expectations
with regard to future sales. As a result, if net revenues do not meet our
expectations in any given quarter, operating results may be materially
adversely affected. In response to competitive pressure, we may also take
certain pricing or marketing actions that could have a material adverse effect
on our business. There can be no assurance that we will achieve consistent
profitability on a quarterly or annual basis.
WE EXPECT TO INCUR SIGNIFICANT FUTURE OPERATING LOSSES AS A RESULT
OF OUR STRATEGIC TRANSITION
Following the acquisition of MarketHome in August 1999, we began to shift our
strategic focus to web-based email marketing products and services. We intend
to invest in the development, sales and marketing of such e-marketing web-based
products and services. Due to such shift in strategy and investment in the
web-based products and services, our management is anticipating operating losses
in the near future. Our management does not have past experience in email
marketing. There is no assurance that we can grow the email marketing
revenues as planned or that we will achieve profitability in the future. In
addition, we expect that our development, sales and marketing, system and
administrative expenses will increase significantly in the future.
Failure to increase our revenues to achieve or sustain profitability in the
future could have a material adverse effect on our business and operations.
As a result of our recent acquisition and our investment in the new web-based
products and services, we have experienced negative cash flows from operations
in fiscal year 1999. We are currently in the process of evaluating various
financing options and our overall financing strategy. The failure to secure
adequate finance could adversely affect the execution of our new strategy and
could have a material adverse effect on our operations.
WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY
The market for our products and services is intensely competitive, and is
characterized by pressure to:
* increase marketing and promotional activities;
* incorporate new features;
* release new product versions; and
* reduce prices.
Our desktop products compete with the task-specific products sold by several
other companies of varying size and financial and marketing strength, including:
* Avery's labeling software;
* Intuit's invoicing and estimating software; and
* Mattel's business card, labeling and marketing material software.
Our desktop products also compete with general purpose programs, such as word
processing, database and desktop publishing products from major software
companies, including Adobe, Lotus, Microsoft, and Corel. We believe that we
would face increased competition from such general purpose programs if such
programs were designed for greater ease-of-use of task-specific functions.
There can be no assurance that we will have the resources required to respond to
market or technological changes or to compete successfully in the future.
16
<PAGE>
In addition, increasing competition in the small business software market may
cause prices to fall, which could adversely affect our business and financial
performance.
Our prospecting web services compete with the similar services provided by
some large data providers, such as InfoUSA, iMarketinc, I-Rent-America, and
Dun & Bradstreet. We believe that we will face increased competition from
similar web services provided by other data companies like Acxiom, First Data
and Experian. We started offering our prospecting web services in December
1998 and expect to see increased competition from other larger data companies
in the near future. There can be no assurance that we will have the resources
required to successfully drive traffic to our prospecting web site or to
convert such web site traffic into revenues.
We have experienced and expect to continue to face intense competition in the
delivery of email marketing services. Current competitors include, but are
not limited to: Digital Impact, MessageMedia, Kana Communications,
Exactis.com, Media Synergy and Responsys.com, as well as in-house information
technology departments of existing and prospective clients. We may compete
in the future with internet service providers, advertising and direct
marketing agencies and other large established companies like Double Click,
America Online, Microsoft and Yahoo!. Many of the companies with which we
currently compete, or may compete in the future, have greater financial,
technical, marketing, sales, and customer support
resources, as well as greater name recognition and access to customers than
we do. These potential competitors may also choose to enter the market by
acquiring one of the existing competitors or by forming strategic alliances
with these competitors, which could adversely affect our ability to compete.
OUR SUCCESS DEPENDS ON LIMITED DISTRIBUTION AND RETAIL CHANNELS
FOR DESKTOP SOFTWARE
Sales to a limited number of distributors and retailers have constituted, and
are anticipated to continue to constitute, a significant share of our net
revenues from desktop software. Some distributors control access to shelf
space of certain retailers, and termination of our relationship with a
particular distributor may prevent us from obtaining shelf space in some
retail outlets. There can be no assurance that such retailers will continue to
purchase our products or provide our products with high quality and adequate
levels of shelf space and promotional support. We have nonexclusive
arrangements with our distributors and retailers which generally do not
require minimum purchases of our products and which may be terminated at any
time. In addition, other types of retail outlets and methods of product
distribution may become important in the future, such as the internet, online
services, and other electronic distribution services. Our success with the
desktop software will depend, in part, upon our ability to maintain access to
existing channels of distribution and gain access to new channels if and when
they develop.
OUR SUCCESS DEPENDS ON THE INTERNET
The success of our new emarketing strategy and internet services may rely on the
demand for such new evolving services. Our email marketing services are very
different from the traditional direct marketing methods that many of our clients
have used. Demand for our email marketing services may not materialize because:
* businesses may not adopt the email marketing strategy and method
due to substantial investments in traditional marketing methods;
* consumers may not accept email emarketing messages;
* consumer confusion between permission-based email services and unsolicited
commercial email may influence businesses not to use emarketing services; or
* the effectiveness of email marketing campaigns may diminish if consumers
become inundated with email direct marketing.
The failure to grow our email marketing services could result in lower revenues
and could have a material adverse effect on our financial position.
17
<PAGE>
OUR SUCCESS DEPENDS ON SALES TO A LIMITED NUMBER OF RETAILERS AND
DISTRIBUTORS AND OUR ABILITY TO COLLECT RECEIVABLES
We sell our desktop products principally to a limited number of major retailers
and to distributors for resale to retailers. Such sales have constituted, and
may continue to constitute, a majority of our net revenues. In 1998, one
distributor accounted for 34% of net revenues, and one retailer accounted for
31% of net revenues. None of our distributors or retailers has a minimum
purchase obligation. The loss of, or significant reduction in, sales volume
attributable to any of our principal distributors or retail accounts could
materially and adversely affect our business. In addition, a majority of our
software sales are made through retailers. We could be adversely affected if an
alternative channel for distribution of software were to become a major
vehicle for distributing software.
Our sales are made on credit terms, and we do not hold collateral to secure
payment. Although we currently maintain accounts receivable insurance that
covers a portion of accounts, there can be no assurance that we will be
able to maintain or increase such insurance on acceptable terms or at all.
The inability to collect any significant receivable in a timely manner could
adversely affect our financial results.
OUR BUSINESS COULD SUFFER IF THERE ARE SIGNIFICANT PRODUCT RETURNS
We have granted over distributors and retailers that allow distributors and
retailers certain rights to return our desktop products. There can be no
assurance that retailers and distributors will not seek and obtain additional
return and credit rights.We also provide end-users with a 30-day money-back
guarantee. Accordingly, we are exposed to the risk of product returns from
retailers and distributors, particularly during times of product transition.
In addition, promotional or other activities of competitors could cause
returns to increase sharply at any time. We establish allowances based on
estimated future returns of products, taking into account promotional
activities, the timing of new product introductions, distributor and retailer
inventories of our products,and other factors. Product returns that exceed
our allowances could adversely affect our operating results and financial
condition.
OUR BUSINESS DEPENDS ON CODING CONTRACTORS AND LICENSORS
We generally internally develop the specifications for both new products and
updates of our existing products. From time to time, we also license third-
party products that are complementary to our core product line. In addition
to our own development team, we use independent firms to help write the
coding for our email marketing system. While we generally own the code that is
developed by these firms, the base code used in developing our brochures and
business cards products is owned by the third-party coders. With respect to
these products, we hold an irrevocable, non-exclusive license to copy and
distribute the executable code complied form the base code and to make
limited modifications. Although the agreements with these firms contain various
protective terms, there can be no assurance that such provisions will
effectively protect our interests or that third-party coders will not develop
or market products that compete with our products or services. As independent
coders are in high demand, there can be no assurance that independent coders,
including those who have developed products for us in the past, will be
available to provide coding services to us in the future. There can be no
assurance that we will be able to obtain or renew such coding or licensing
agreements on favorable terms, or at all.
We are highly dependent on technologies we license from companies
like Oracle and others which enable us to send email through the
internet and allow us to offer a variety of data base management
and targeted marketing capabilities. The emarketing industry is rapidly
evolving, and we may need to license additional technologies to remain
competitive. There is no assurance that we may be able to
license these technologies on commercially reasonable terms or
at all. The failure to license such technologies could adversely
affect our business and operations.
OUR BUSINESS DEPENDS ON THIRD-PARTY SERVICE PROVIDERS, SUPPLIES
AND FACILITIES
For our desktop products, we rely on external service providers to perform most
of our customer support and product assembly functions. One independent firm
provides substantially allcustomer support for our software products. Our
agreement with this firm is terminable on 60 days notice by either party. This
contractor also provides services to several larger companies, and there can be
no assurance that demands from such companies or other factors will not result
in termination by such contractor of our relationship. The unavailability of
18
<PAGE>
such firm to perform customer technical support for us would result in
significant disruption to our operations, could lead to customer dissatisfaction
and could have a material adverse effect on our business and operations. We rely
on three companies to print, assemble and package our products. We do not have
contracts in place with these companies and have only limited sources for some
of our supplies. All of our inventory of packaging components is maintained at
third-party facilities. Our ability to assemble and package our products depends
on continued relationships with these parties. The failure of those vendors to
provide supplies and services on a timely basis could adversely affect our
business.
Our email marketing data center and hardware system, which are critical to our
email campaign management operations, are located at facilities provided by a
third party. Our operations rely on this third party's ability to protect our
data center and hardware system from damage or interruption caused by human
error, computer viruses, sabotage, break-ins, intentional acts and other similar
incidents. There is no assurance that this third party is able to adequately
protect our data center and hardware system or prevent interruptions in the
delivery of our email campaign services. Failure to maintain and protect our
data center and hardware system will have a material adverse effect on our
business and may cause us to lose clients. Furthermore, our data center and
hardware system are vulnerable to damage caused by natural disasters like
earthquakes,flood, fire, power loss and telecommunication failures. There is no
assurance that we can timely repair the damage caused by any of these events so
that clients' email campaigns will not be interrupted. Failure to provide
uninterrupted email services may have a material adverse effect on our business
and may cause us to lose clients. Finally, there is no assurance that we are
able to safeguard confidential information in our data center. Failure to
prevent unauthorized access to our servers could cause misappropriation of
confidential customer information and could have a material adverse effect on
our reputation and business.
OUR BUSINESS COULD SUFFER AS A RESULT OF OUR CLIENTS' EMARKETING ACTIVITIES
If our clients' promotion of their products and services is not compliant with
Federal, state or local laws, we may be exposed to liability under such laws.
Our email marketing services involve the transmission of information
designed by our clients over the internet. Such transmissions may include
offensive or negative messages, harmful applications, unauthorized
reproduction of copyrighted material, inaccurate information or computer
viruses. Failure to prevent transmitting this data or information could expose
us to legal claims and liability and could have a material adverse effect on our
reputation and business.
WE ARE AT RISK OF UNCERTAINITIES AND CHANGES IN THE LAW AND REGULATIONS
GOVERNING EMARKETING
Several states have passed legislation to restrict the sending of unsolicited
commercial email. The federal government and several other states are
considering, or have considered, adopting similar legislation. To date, we have
been sending emails only to those individuals and entities that have given us
their permission. However, due to the increasing use of the internet and
emarketing promotion, it is likely that additional laws and regulations may be
enacted to govern additional issues including copyrights, content, privacy and
consumer protection. The adoption of any additional laws or regulations may
affect the growth of our emarketing business and operations anshave a material
adverse effect on our financial results.
OUR SUCCESS DEPENDS ON KEY PERSONNEL
Our success depends to a significant extent on the performance and continued
service of our senior management and certain key employees. Competition for
highly skilled employees with technical, management, marketing, sales, product
development and other specialized skills is intense, and there can be no
assurance that we will be successful in attracting and retaining such personnel.
In addition, there can be no assurance that our employees will not leave or,
after leaving, compete against us. Our failure to attract additional qualified
employees or to retain the services of key personnel could have a material
adverse effect on our performance.
WE MAY NOT BE ABLE TO MANAGE OUR GROWTH AND IMPLEMENT OUR NEW STRATEGY
We have experienced periods of growth that have placed, and could continue to
place, a significant strain on our financial, management, and other resources.
19
<PAGE>
We may attempt to hire additional key personnel in senior management positions
in the future. Our ability to manage growth and expand our email marketing
business effectively will require us to continue to improve financial management
systems, and to attract, train, motivate, manage, and retain key employees. If
our management is unable to manage growth or execute our emarketing strategy
effectively, our business operations could be adversely affected.
The success of our emarketing strategy depends on our ability to provide
satisfactory services to our clients and keep pace with their demands. There is
no assurance that we will be able to add client services personnel to enhance
our services. Failure to meet our clients' demands for emarketing services will
have a material adverse effect on our business and reputation. In addition, the
success of our emarketing strategy depends on our ability to deliver emails
overthe internet through Internet service providers and recipients in major
corporations. Our email delivery may be blocked or our email delivery
technology may be incompatible with the technologies of internet service
providers. The failure to deliver email messages may cause us to lose clients
and will have a material adverse effect on our emarketing strategy and business.
OUR LIMITED PROTECTION OF INTELLECTUAL PROPERTY AND PROPRIETARY
RIGHTS MAY AFFECT OUR BUSINESS
We rely primarily on a combination of trademarks, copyright and trade secret
laws, employee and third-party nondisclosure agreements and other methods to
protect our proprietary rights. We do not include in our products any mechanism
to prevent or inhibit unauthorized copying. Unauthorized copying occurs within
the software Industry, and if a significant amount of unauthorized copying of
our products were to occur, our business could be adversely affected. In
addition, as the number of software products in the industry increases and the
functionality of these products further overlaps, software developers and
publishers may increasingly become subject to infringement claims. There can be
no assurance that third parties will not assert infringement claims against us
in the future with respect to current or future products. Use of third-party
coders or publishing of licensed products may increase the risk of infringement.
In the event that our third-party coders or licensors were to use infringing
code in our products, we could be required to pay damages or be subject to an
injunction to prevent us from shipping our products. The third-party coders'
liability to us for any infringement of copyrights, trade secrets, or patents is
contractually limited to amounts received from us. Although we have not been the
target of any actual, pending, or threatened intellectual property litigation,
there has been substantial litigation regarding copyright, trademark, and other
intellectual property rights in our industry. Any such claims or litigation,
with or without merit, could be costly and a diversion of management's
attention, which could have a material adverse effect on our business and
prospects. Adverse determinations in such claims or litigation could also have a
material adverse effect our business.
WE ARE AT RISK OF YEAR 2000 ISSUES
We have not experienced any Year 2000-related disruption in the operation of our
systems. Although most Year 2000 problems should have become evident on January
1, 2000, additional Year 2000-related problems may become evident in the future
and have a material adverse effect on our business and operatrions.
WE ARE AT RISK OF POTENTIAL STOCK PRICE VOLATILITY
Many factors outside our control may cause the market price
of our common stock to fluctuate, including:
* quarterly fluctuations in our revenues or results of operations;
* general conditions in the computer hardware, software and internet
industries;
* announcements of new products and services by us or by or
competitors; and
* announcements of alliance or partnership by us or by our competitors.
In addition, in recent years the stock market in general, and the prices of the
stocks of technology companies in particular, has experienced large price
fluctuations, sometimes without regard to the fundamentals of the particular
company. These broad market and industry fluctuations may adversely affect the
market price of our common stock.
20
<PAGE>
WE HAVE IMPLEMENTED ANTI-TAKEOVER PROVISIONS THAT COULD DELAY OR
PREVENT A CHANGE IN CONTROL
Our board of directors has the authority to issue up to 2,000,000 shares of
preferred stock and to determine the price, rights, preferences, and privileges
of those shares without any further vote or action by the stockholders. The
rights of the holders of our common stock will be subject to and may be
adversely affected by, the rights of the holders of any preferred stock that may
be issued in the future. Issuance of shares of preferred stock could have the
effect of making it more difficult for a third party to acquire a majority of
our outstanding voting stock. In addition, we are subject to anti-takeover
provisions of Section 203 of the Delaware General Corporation Law, which
prohibits us from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. The application of Section 203
also could have the effect of delaying or preventing a change of control of
ClickAction. Certain other provisions of our certificate of incorporation may
have the effect of delaying or preventing changes in control or management,
which could adversely affect the market price of our common stock. In
addition, in June 1998 our board of directors adopted a share purchase rights
plan, or poison pill. This poison pill could have the effect of discouraging,
delaying or preventing an acquisition of ClickAction.
21
<PAGE>
ITEM 2. PROPERTIES
As of December 31, 1999 ClickAction leased approximately 20,000 square feet
of office space in Palo Alto, California, which facility includes its
executive offices, marketing, sales, product development, and customer
support. In addition, the Company also has a non-cancelable operating lease for
approximately 3,000 square feet of office space in San Francisco from previous
years, which expires in October 1999. The Company entered into an agreement to
lease its Palo Alto facilities under a certain non-cancelable operating lease
agreement extending through 2000.
During 1999, the Company entered into non-cancelable operating sublease
agreements for its San Francisco office and a portion of its Palo Alto office.
The Company received operating sublease revenues of $125,226 in 1999. The total
future minimum lease payments to be received under these non-cancelable
operating subleases are approximately $35,481.
ITEM 3. LEGAL PROCEEDINGS
ClickAction is not a party to any legal proceedings.
22
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Since the Company's initial public offering of its Common Stock on June 15, 1995
, the Company's Common Stock has been traded on the Nasdaq National Market
("Nasdaq") under the symbol "MYSW." On September 16, 1999, the Company changed
its name from MySofware Company to ClickAction Inc. and has also changed its
Nasdaq symbol from "MYSW" to "CLAC". As of December 31, 1999 there were 61
record holders of the Company's Common Stock. As of the same date, 5,406,054
shares of Common Stock were outstanding out of 20,000,000 shares of Common Stock
authorized.
The following table sets forth the range of high and low salesprices per share
of Common Stock for each of the periods indicated, as reported by Nasdaq.
<TABLE>
<CAPTION>
High Low
------- -------
<S> <C> <C>
1998 by quarter:
First $ 4.25 $ 1.88
Second 6.44 3.25
Third 5.50 3.25
Fourth 15.13 3.13
1999 by quarter:
First $23.13 $11.00
Second 19.88 14.25
Third 21.81 11.13
Fourth 30.00 9.69
</TABLE>
In November 1999, the Company issued and sold shares of its common stock to
certain members of its senior management team. The management team purchased
an aggregate of 68,862 shares of the Company's common stock at $9.875 per share,
which was the closing price of the Company's common stock on November 18, 1999,
the date of sale. The total proceeds to the Company from this issuance were
$680,012. The sale and issuance of these securities was deemed to be exempt from
registration under the Securities Act of 1933, as amended, by virtue of Section
4(2) as transactions by an issuer not involving any public offering. The
purchasers represented their intention to acquire the securities for investment
only and not with a view to the distribution thereof. Appropriate legends are
affixed to the stock certificates issued in such transaction. Similar legends
were imposed in connection with any subsequent sales of any such securities. All
purchasers received adequate information about the Company and had access,
through employment or other relationships, to such information.
Dividend Policy
As the Company intends to retain future earnings for use in the Company's
business, the Company does not intend to pay any cash dividends on its Common
Stock for the foreseeable future.
23
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSSION AND ANALYSIS OR PLAN OF OPERATIONS
Overview
ClickAction designs, markets and supports a family of leading task-specific
software applications and internet services for small businesses, including
home-based businesses. In addition, the Company provides web-based email
campaign management solutionS to its enterprise clients. By using the Company's
email relationship management system, ClickAction's clients can quickly and
easily drive traffic, increase revenues, and establish one-to-one customer
relationships with their customers who have request business mailers,
including tools for: mail list management; postage savings; creating brochures,
stationery, and postcards; and internet tools to get prospects data. The Company
also providesproductivity tools for labels, invoices/estimates, Internet home
pages, and Web-based resumes. The Company's desktop products are distributed
primarily through computer software and office supply retailers, and are
currently sold in approximately 5,000 stores throughout the United States and
Canada.
Fiscal 1999 was a year of transition for the Company. With the acquisition of
MarketHome and Connected Media Solutions, the Company began to shift its
strategic focus to web-based email marketing products and services. To better
reflect this new focus on the e-marketing space, the Company also changed its
name to ClickAction Inc. in September 1999. In addition to its regular software
application development, the Company started to invest in the development,
marketing and selling of its web-based email marketing products and services in
the second half of the year.
Management's Discussion and Analysis or Plan of Operations and other parts of
this Annual Report contain forward-looking statements that involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward-looking statements. Factors that might cause
such a difference include, but are not limited to, those discussed elsewhere
herein.
Results of Operations
Net Revenues
ClickAction's net revenues increased 41% to $21.0 million in 1999, compared
to $15.0 million in 1998. The Company's net revenues increased 22% in 1998 from
$12.4 million in 1997. The Company generates revenues primarily through the sale
of software products to retailers and distributors, and offers other products
and web services directly to consumers and enterprise clients. During 1999,
approximately 1% of software sales were made directly to end-users. In addition,
approximately 16% of total net revenues were generated by sales of complementary
products, such as address-correction CD-ROM's, invoice forms and checks, and
other supplies and related services. The Company also generated approximately
5% of total net revenues from sales of its web-based email marketing services to
its enterprise clients. Approximately 4% of total revenue in 1999 came from
sales of its MyProspect.com site from direct download data by customers and
licensing its software and services to its Original Equipment Manufacturing
("OEM") partners. Sales of software products to retail and end-users represented
74.0%, 67.0%, and 81.3% of net revenues in 1999, 1998 and 1997, respectively.
The increase in net revenues in 1999 compared to 1998 was primarily due to
increased revenues from the Company's sales of existing desktop software through
retailers and OEM partners, as well as the success of the Company's web-based
email marketing services and other internet services and products. The increase
in net revenues in 1998 compared to 1997 was primarily the result of increased
revenues from OEM arrangements, as well as the Company's annuity products.
In accordance with Statement of Position ("SOP") 97-2, Software Revenue
Recognition, the Company is required to defer revenue related to certain
promotional product offerings. As of December 31, 1999, the Company deferred
revenue of approximately $193,000 related to such promotional product offerings.
24
<PAGE>
This deferred revenue will be recognized as revenue by the Company upon
redemption of the promotion by end-users or upon expiration of the promotion,
whichever occurs first.
Gross Profit
The Company's gross profit margins were 71.6% in 1999, compared to 72.1% in 1998
, and 53.6% in 1997. The decrease in gross margin in 1999 from 1998 was
primarily due to increased costs associated with promotional offerings. The
increase in gross profit margins in 1998 from 1997 was primarily due to the
success of cost restructuring efforts in 1998, as well as the write-off of
software production costs related to product development in 1997.
Product Development Expenses
The Company's product development expenses were $3.4 million in 1999, compared
to $2.0 million in 1998 and $2.2 million in 1997. As a percent of net revenues,
product development expenses were 16.2% in 1999, compared to 13.3% in 1998 and
18.0% in 1997. The increase in product development expenses as a percentage of
net revenues in 1999 was primarily due to the strategic shift in the Company's
focus. With the MarketHome acquisition in August 1999, the Company shifted its
focus and intentionally invested in the development of its email marketing
services for its enterprise clients. The decrease in product development
expenses as a percentage of net revenues in 1998 compared to 1997 was primarily
due to improved management processes, more internal coding versus outside coding
efforts as well as leveraging existing code for budget category products.
Much of the Company's product development costs are coding costs or licensing
costs paid to outside contractors or licensors, as well as internal development
costs for its new internet services. Outside development costs for the Company's
software products have been capitalized and amortized to the cost of revenues as
the corresponding products are sold. The Company has expensed all the
development costs related to its internet services. The Company includes the
costs of identifying and validating product concepts and features in sales
and marketing expenses.
Sales and Marketing Expenses
Sales and marketing expenses were $10.8 million in 1999, compared to $6.1
million in 1998 and $6.4 million in 1997, representing 50.7%, 40.9% and 51.5% of
net revenues, respectively. The increase in sales and marketing expenses as a
percent of net revenues was primarily due to the Company's shift in strategy.
Following the MarketHome acquisition and change of its corporate name, the
Company invested in the sales and marketing of its email marketing services,
as well as the branding of its new name. Sales and marketing expenses as a
percent of net revenues decreased in 1998 from 1997 due to a reduction in
headcount and the success of cost restructuring efforts.
General and Administrative Expenses
General and administrative expenses were $3.2 million in 1999, $2.7 million in
1998 and $2.2 million in 1997, representing 15.1%, 17.8% and 17.7% of net
revenues, respectively. The increase in absolute dollars in general and
administrative expenses in 1999 from 1998 was primarily attributable to
integration expenses associated with the MarketHome acquisition, including
increased headcounts. The increase in absolute dollars in general and
administrative expenses in 1998 from 1997 was primarily due to expenses
associated with the new chief executive officer's salary, investor relations
efforts and the set up of new information technology infrastructure.
Restructuring Charge and Merger-Related Expense
In addition, the Company incurred a special merger-related expense of $232,000
in connection with the MarketHome acquisition in 1999. During 1997, the Company
incurred $193,000 of restructuring expenses associated with the closing of its
San Francisco division.
Interest Income
Interest income was $233,000 in 1999, compared to $239,000 in 1998 and $309,000
in 1997. The decreases in interest income in 1999 from 1998 and in 1998 from
1997 were the result of lower average cash balances for such years.
25
<PAGE>
Provision for Income Taxes
The Company recorded $19,000 in income tax expense for fiscal year 1999, which
is compared to $37,000 in 1998. Due to the temporary timing differences between
book and tax income, the Company had a net operating loss for income tax
purposes in 1998 despite having net income for financial reporting purposes. In
addition, based on the uncertainty of future realization of deferred tax assets,
the Company's management does not believe that sufficient future taxable income
will be generated to take advantage of all of its net deferred tax assets.
Accordingly, a full valuation allowance has been recorded against the deferred
tax assets.
Liquidity and Capital Resources
Since its inception, the Company has financed its activities almost exclusively
from cash generated by operations and equity financing. Operating activities
used cash of $3.1 million in 1999, generated cash of $310,000 in 1998, and
used cash of $1.3 million in 1997. The Company's cash and cash equivalents
balance was $3.2 million on December 31, 1999. The Company has no debt. As a
result of its MarketHome acquisition and investment in web-based email products
and services, the Company experienced negative cash flows from operations for
the twelve months ended December 31, 1999. The Company believes that its
existing cash, its ability to obtain additional credit or equity financing, and
cash generated by operations will be sufficient to meet its capital needs for
fiscal year 2000.
In November 1999, the Company issued and sold shares of its common stock to
certain members of its senior management team. The management team purchased
an aggregate of 68,862 shares of the Company's common stock at $9.875 per share,
which was the closing price of the Company's common stock on November 18, 1999,
the date of sale.
Recent Accounting Pronouncements
In December 1998, the AICPA issued SOP 98-9, Modification of SOP 97-2, Software
Revenue Recognition, with Respect to Certain Transactions. SOP 98-9 establishes
the method of recognizing revenue for certain multiple-element software
arrangements. The Company will be required to adopt SOP 98-9 for transactions
entered into beginning January 1, 2000. The Company expects that the adoption
of SOP 98-9 will not have a material impact on the Company financial position,
results of operations or cash flows.
In June 1998, the Financial Accounting Standards Board issued Statement No. 133
(SFAS 133), "Accounting for Derivative Instruments and Hedging Activities,"
which establishes standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
It requires an entity to recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. SFAS 133 is effective for fiscal years beginning after June 15,
2000. Earlier application of SFAS 133 is encouraged, but should not be applied
retroactively to financial statements of prior periods. The adoption of this
statement is not expected to have a material impact on our operating results,
financial position or cash flows.
Year 2000 Disclosure
Since entering the year 2000, the Company has not experienced any major year
2000-related disruption in the operation of its systems.Although most year 2000
problems should have become evident on January 1, 2000, additional year 2000
- -related problems may become evident only after that day. The Company will
continue to monitor its operations and systems over the next couple of months
but does not expect to encounter any significant impacts to its business due to
year 2000 exposures. The Company has incurred less than $200,000 to date
associated with year 2000 remediation efforts and expects to incur only minimal
expenses going forward.
26
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Financial Statements included herein beginning on page 33.
ITEM 7 A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary objective of the Company's investment activities is to preserve
principal and meet liquidity needs while at the same time maximizing the
income we receive from our investments without significantly increasing risk.
Most of the securities that the Company has invested in are not subject to
significant market risk due to their short-term maturity. The Company maintains
its portfolio of cash equivalents and short-term investments in a variety of
investments, including U.S. Treasuries, U.S. Government Agencies, money market
funds, Master Notes and Repurchase Agreements of AAA qualities with short-term
maturities. As of December 31, 1999, all of the Company's investments mature on
January 1, 2000.
27
<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
Information with respect to Directors may be found in the section captioned
"Election of Directors" appearing in the definitive Proxy Statement to be
delivered to stockholders in connection with the 2000 Annual Meeting of
Stockholders. Such information is incorporated herein by reference.
EXECUTIVE OFFICERS
The executive officers of the Company as of March 13, 2000 are as follows:
NAME AGE POSITIONS
Gregory W. Slayton...........40 Executive Vice President of Sales and
President, Chief Executive Officer
and Director
Sharon S. Chiu...............39 Vice President of Operations, Chief
Financial Officer and Secretary
Joseph Cortale...............40 Executive Vice President, World Wide
Sales
A biography of the principal occupation for the past five years of each of the
executive officers is provided below.
Gregory W. Slayton joined the Company in December 1997 as President, Chief
Executive Officer and a member of the Company's Board of Directors. From March
1996 to July 1997, Mr. Slayton was the President, Chief Operating Officer, and
Director of ParaGraph International, a privately-held company. In August 1994,
Mr. Slayton co-founded Worlds, Inc. and served as Senior Vice President and
Chief Financial Officer until November 1995. Prior to founding Worlds, Inc.,
Mr. Slayton served as Vice President and Chief Financial Officer at Paramount
Technology Group of Paramount Communications Inc. Mr. Slayton was also a
management consultant with McKinsey & Company for four years. Mr. Slayton serves
on a number of high tech corporate boards including inTest Corporation,
NetCreationas and Quantum and is on the Board of Opportunity International, a
large non-profit organization. Mr. Slayton holds a Bachelors of Arts in
Economics from Dartmouth College, magna cum laude, and a Masters of Business
Administration with Distinction from Harvard Business School.
Sharon S. Chiu joined the Company in November 1990 and has served in a number
of financial, operational and managerial positions. Ms. Chiu has served as
Chief Financial Officer, Vice President of Operations and Secretary since May of
1998. Ms. Chiu formerly held positions as Vice President, Director of Finance,
Controller, and Manager of Operations and Accounting. Prior to joining the
Company, Ms. Chiu served as Accounting Manager and Operations Manager at several
privately-held PC manufacturing companies and high-tech start-up companies. Ms.
Chiu has a Bachelors Degree in Business Administration from National Taiwan
University and a Masters of Business Administration from University of Illinois
Urbana-Champaign.
Joe Cortale joined the company in January 1996 as Vice President of Business
Development. In June 1999, Mr. Cortale was promoted to Executive Vice President
of Sales & Business Development. Prior to joining ClickAction, Mr. Cortale
served as Vice President of Sales & Business Development with PaperDirect since
1993. Mr. Cortale also spent over five years at Aldus Corporation as Eastern
Region Manager responsible for the Eastern United States and Canada. Mr.
Cortale holds a BA from LaSalle University, and frequently speaks at internet
and investor conferences. Mr.Cortale has served as the Board of Director of
VistaPrint.com since January 2000.
28
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
Information with respect to this item will be set forth in the Company's
Definitive Proxy Statement to be delivered in connection with its Annual Meeting
of Stockholders and is incorporated herein by reference.
ITEM 11. SECURITIES OF OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Information with respect to this item will be set forth in the Company's
Definitive Proxy Statement to be delivered in connection with the 2000 Annual
Meeting of Stockholders and is incorporated herein by reference.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to this item will be set forth in the Company's
Definitive Proxy Statement to be delivered in connection with the 2000 Annual
Meeting of Stockholders and is incorporated herein by reference.
29
<PAGE>
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) Documents filed as part of this report
1. Financial Statements
Independent Auditors' Report 34
Balance Sheets
December 31, 1999 and 1998 35
Statements of Operations
Years Ended December 31, 1999, 1998 and 1997 36
Statements of Stockholders' Equity
Years Ended December 31, 1999, 1998 and 1997 37
Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997 38
Notes to Financial Statements 39
2. Exhibits:
See Exhibits Index on page 52. The Exhibits listed in the accompanying
Exhibits Index are filed or incorporated by reference as part of this
report.
(b) Reports on Form 8-K:
None.
30
<PAGE>
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, in the City of Palo Alto,
California, on the 21th day of March 2000.
CLICKACTION INC.
BY : /s/ Gregory W. Slayton
-------------------------------
Gregory W. Slayton
President and Chief Executive Officer
31
<PAGE>
SIGNATURES
(Continued)
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 indicated on the 21th day of March 2000.
Signature Title
- ------------------------------ ----------------------------------------------
/s/ David P. Mans Chairman of the Board of Directors
-----------------------------
David P. Mans
/s/ Gregory W. Slayton President, Chief Executive Officer
---------------------------- and Director (Principal Executive Officer)
Gregory W. Slayton
/s/ Sharon S. Chiu Vice President of Operations and Chief
- ---------------------------- Financial Officer (Principal Financial and
Sharon S. Chiu Accounting Officer)
/s/ Howard Love Director
----------------------------
Howard Love
/s/ Donald F. Wood Director
----------------------------
Donald F. Wood
/s/ Edwin R. Niehaus, III Director
----------------------------
Edwin R. Niehaus, III
/s/ John J. Katsaros Director
----------------------------
John J. Katsaros
/s/ Emerick M. Woods Director
----------------------------
Emerick M. Woods
32
<PAGE>
FINANCIAL STATEMENTS
As required under Item 7. Financial Statements and Supplementary Data, the
financial statements of the Company are provided in this separate section. The
financial statements included in this section are as follows:
Sequentially
Numbered
Financial Statement Description Page
- --------------------------------------------------------------------------
Independent Auditors' Report 34
Balance Sheets
December 31, 1999 and 1998 35
Statements of Operation
Years Ended December 31, 1999, 1998 and 1997 36
Statements of Stockholders' Equity
Years Ended December 31, 1999, 1998 and 1997 37
Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997 38
Notes to Financial Statements 39
33
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
ClickAction Inc. and Subsidiary:
We have audited the accompanying consolidated balance sheets of ClickAction Inc.
(formerly known as MySoftware Company), and subsidiary as of December 31, 1999
and 1998, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ClickAction Inc. and
subsidiary as of December 31,1999 and 1998, and the results of their operations
and their cash flows for each of the years in the three-year period ended
December 31, 1999 in conformity with generally accepted accounting principles.
KPMG LLP
Mountain View, California
February 11, 2000
34
<PAGE>
<TABLE>
<CAPTION>
ClickAction Inc. and Subsidiary
Consolidated Balance Sheets
December 31,
Assets 1999 1998
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,214,228 $ 5,440,445
Accounts receivable, net 6,633,255 3,361,373
Inventories 1537,853 265,605
Other current assets 288,004 132,523
------------ ------------
Total current assets 11,673,340 9,199,946
Property and equipment, net 779,638 217,360
Other assets 196,937 619,265
------------ ------------
Total assets $ 12,649,915 $ 10,036,571
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 3,308,899 $ 1,126,587
Accrued compensation 744,378 459,663
Other accrued liabilities 3,090,074 2,189,320
Deferred revenue 193,246 599,006
----------- ------------
Total current liabilities 7,336,597 4,374,576
Stockholders' equity:
Preferred stock: $0.001 par value; 2,132,399
shares authorized;none and 132,399 issued
and outstanding, respectively ---- 132
Common stock: $0.001 par value; 20,000,000 shares
authorized; 5,406,054 and 4,741,959 shares
issued and outstanding,respectively 5,406 4,742
Deferred compensation (170,625) (249,375)
Additional paid-in capital 11,369,111 9,573,778
Accumulated deficit (5,890,574) (3,667,282)
------------ ------------
Total stockholders' equity 5,313,318 5,661,995
------------ ------------
Total liabilities and stockholders' equity $12,649,915 $10,036,571
============ ============
</TABLE>
[FN] See accompanying notes to consolidated financial statements.
35
<PAGE>
<TABLE>
<CAPTION>
ClickAction Inc. and Subsidiary
Consolidated Statements of Operations
Years Ended December 31,
-------------------------------------------
1999 1998 1997
-------------------------------------------
<S> <C> <C> <C>
Net revenues $ 21,264,986 $ 15,044,637 $ 12,353,090
Cost of revenues 6,046,300 4,200,746 5,737,570
-------------- ------------- -------------
Gross profit 15,218,686 10,843,891 6,615,520
-------------- ------------- -------------
Operating expenses:
Product development 3,442,070 1,997,355 2,221,712
Sales and marketing 10,776,215 6,149,935 6,356,201
General and administrative 3,206,298 2,678,934 2,190,461
Restructuring charge ----- ---- 193,000
Merger-related expense 231,674 ---- ----
------------- ----------- ------------
Total operating expenses 17,656,257 10,826,224 10,961,374
------------- ------------ ------------
Operating (loss) income (2,437,571) 17,667 (4,345,854)
Interest income 232,920 238,860 309,240
(Loss) income before income taxes (2,204,651) 256,527 (4,036,614)
Income tax expense 18,641 36,627 ----
------------- ------------ ------------
Net (loss) income $ (2,223,292) $ 219,900 $(4,036,614)
============= ============= ============
Basic net (loss) income per share $ (0.44) $ 0.05 $ (0.94)
============= ============= ============
Shares used in computing basic net
(loss) income per share 5,011,195 4,653,020 4,287,898
============= ============= ===========
Diluted net (loss) income per share $ (0.44) $ 0.04 $ (0.94)
============= ============= ==========
Shares used in computing diluted net
(loss) income per share 5,011,195 5,075,715 4,287,898
============= ============= ==========
</TABLE>
[FN] See accompanying notes to consolidated financial statements.
36
<PAGE>
<TABLE>
<CAPTION>
ClickAction Inc. and Subsidiary
Consolidated Statements of Stockholders' Equity
Years Ended December 31, 1999, 1998 and 1997
Retained Total
Additional Deferred Earnings Stock-
Preferred Stock Common Stock Paid-in Compen- (Accumulated holders'
Shares Amount Shares Amount Capital sation Deficit) equity
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances as of December 31, 1996
--- --- 4,233,366 $4,234 $8,561,503 --- $ 149,432 $ 8,715,169
Issuance of common stock
--- --- 218,100 218 --- --- --- 218
Exercise of stock options
--- --- 2,500 2 6,890 --- --- 6,892
Net loss
--- --- --- --- --- --- (4,036,614) (4,036,614)
Balances as of December 31, 1997
--- --- 4,453,966 4,454 8,568,393 --- (3,887,182) 4,685,665
Issuance of common stock
--- --- 64,909 65 15,352 --- --- 15,417
Issuance of preferred stock
132,399 $132 --- --- 299,868 --- --- 300,000
Exercise of stock options
--- --- 223,084 223 427,030 --- --- 427,253
Deferred compensation related to
officer stock bonus
--- --- --- --- 263,135 (263,135) --- ---
Amortization of deferred
compensation
--- --- --- --- --- 13,760 --- 13,760
Net income
--- --- --- --- --- --- 219,900 219,900
Balances as of December 31, 1998
- --------------------------------------------------------------------------------
132,399 132 4,741,959 4,742 9,573,778 (249,375) (3,667,282) 5,661,995
Conversion of preferred stock to
common stock
(132,299) (132) 132,399 132 --- --- --- ----
Issuance of common stock
--- --- 380,257 381 1,349,271 --- --- 1,349,652
Exercise of stock options
--- --- 151,439 151 440,492 --- --- 440,643
Deferred compensation related to
officer stock bonus
--- --- --- --- 5,570 --- --- 5,570
Amortization of deferred
compensation
--- --- --- --- --- 78,750 --- 78,750
Net loss
--- --- --- --- --- --- (2,223,292) (2,223,292)
- --------------------------------------------------------------------------------
Balances as of December 31, 1999
--- --- 5,406,054 $5,406 $11,369,111 $(170,625)$(5,890,574) $5,313,318
================================================================================
<FN> See accompanying notes to consolidated financial statements.
37
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
ClickAction Inc. and Subsidiary
Consolidated Statements of Cash Flows
Years Ended December 31,
----------------------------------------
Cash flows from operating activities: 1999 1998 1997
----------------------------------------
<S> <C> <C> <C>
Net (loss) income $(2,223,292) $ 219,900 $(4,036,614)
Adjustments to reconcile net (loss)
income to net cash (used in) provided
by operating activities:
Depreciation and amortization 754,320 771,621 2,117,859
Amortization of deferred compensation 84,320 13,760 ---
Provisions for returns and doubtful
accounts 2,287,833 (1,149,196) (57,002)
Deferred income taxes --- --- 282,345
Changes in operating assets and liabilities:
Accounts receivable (5,559,715) (1,726,321) 35,023
Inventories (1,272,248) 355,176 (24,645)
Other current assets (155,481) 878,919 (199,001)
Accounts payable 2,182,312 273,850 123,270
Deferred income taxes --- --- (25,388)
Accrued compensation 284,715 (7,778) 75,985
Other accrued liabilities 900,754 81,191 364,146
Deferred revenue (405,760) 599,006 ---
--------------------------------------
Net cash (used in) provided by
operating activities (3,122,242) 310,128 (1,344,023)
--------------------------------------
Cash flows from investing activities:
Additions to property and equipment (805,397) (125,149) (55,520)
Software production costs and other assets (88,873) (523,032) (1,290,180)
--------------------------------------
Net cash used in investing activities (894,270) (648,181) (1,345,700)
--------------------------------------
Cash flows from financing activities:
Proceeds from exercise of stock options 440,643 427,253 6,892
Proceeds from the sale of common stock 1,349,652 15,417 218
Proceeds from the sale of preferred stock --- 300,000 ---
-------------------------------------
Net cash provided by financing activities 1,790,295 742,670 7,110
-------------------------------------
Net increase (decrease) in cash and
cash equivalents (2,226,217) 404,617 (2,682,613)
Cash and cash equivalents at beginning
of year 5,440,445 5,035,828 7,718,441
----------------------------------------
Cash and cash equivalents at end of year $ 3,214,228 $5,440,445 $5,035,828
----------------------------------------
Cash Paid for:
Income taxes $ 25,800 $ 2,427 $ 800
=======================================
Noncash financing activity:
Deferred compensation related to
officer stock bonus --- $ 263,135 ---
========================================
<FN> See accompanying notes to consolidated financial statements.
38
</TABLE>
<PAGE>
ClickAction Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 1999, 1998 and 1997
1. Summary of Significant Accounting Policies
Nature of Business
ClickAction Inc. (formerly known as MySoftware Company) develops, manufactures
and markets small business application programs and internet services. The
Company sells its desktop products primarily through distributors and retail
dealers. In addition, the Company provides email marketing services directly
to its enterprise clients.
Principles of Consolidation and Presentation and Preparation
The accompanying consolidated financial statements include the accounts of
ClickAction and its wholly-owned subsidiary, MarketHome (hereinafter referred to
as "the Company"). All significant intercompany accounts and transactions have
been eliminated in the consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Business Combination
On August 5, 1999, ClickAction issued 726,803 shares of its common stock
exchange for all outstanding common and preferred stock of MarketHome. In
addition, options to acquire MarketHome common stock were exchanged for options
to acquire 158,776 shares of ClickAction common stock. The business combination
has been accounted for as a pooling-of-interests combination business and
accordingly the consolidated financial statements for periods prior to the
combination have been restated to include the accounts and results of operations
of MarketHome.
The result of operations previously reported by the separate enterprises and the
combined amounts presented in the accompanying consolidated financial statements
are summarized below.
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997
----------- ------------
<S> <C> <C>
Net revenue:
ClickAction $15,038,139 $12,353,090
MarketHome 6,498 ---
----------- -----------
Combined $15,044,637 $12,353,090
=========== ===========
Net income (loss):
ClickAction $ 478,776 $(4,030,922)
MarketHome (258,876) (5,692)
----------- -----------
Combined $ 219,900 $(4,036,614)
=========== ===========
</TABLE>
39
<PAGE>
ClickAction Inc.
Notes to Consolidated Financial Statements, Continued
Revenue Recognition and Deferred Revenue
Software License Revenue
Effective January 1, 1998, the Company adopted Statement of Position (SOP) 97-2,
Software Revenue Recognition, which superseded SOP 91-1 and provides guidance on
generally accepted accounting principles for recognizing revenue on software
transactions. Prior to 1998, the Company recognized revenue in accordance with
SOP 91-1. Under SOP 91-1, revenue was recognized upon shipment of products
provided there were no remaining significant obligations and collection was
probable. The Company provided reserves for estimated returns of product sales
to distributors and retail dealers and accrued for estimated costs of providing
customer support.
SOP 97-2 requires that revenue recognized from software arrangements be
allocated to each element of the arrangement based on the relative fair values
of the elements, such as software products, upgrades, enhancements, post
contract customer support, installation, or training. Under SOP 97-2, the
determination of fair value is based on objective evidence which is specific
to the vendor. If such evidence of fair value for each element of the
arrangement does not exist, all revenue from the arrangement is deferred until
such time that evidence of fair value does exist or until all elements of the
arrangement are delivered. As of December 31, 1999, the Company had
approximately $193,000 of deferred revenue related to certain promotional
product offerings. SOP 97-2 was amended in February 1998 by Statement of
Position 98-4 (SOP 98-4) "Deferral of the Effective Date of a Provision of
SOP 97-2" and was amended again in December 1998 by Statement of Position 98-9
(SOP 98-9) "Modification of SOP 97-2, Software Revenue with Respect to Certain
Transactions." Those Recognition amendments deferred and then clarified,
respectively, the specification of what was considered vendor specific objective
evidence of fair value for the various elements in a multiple element
arrangement. The Company adopted the provisions of SOP 97-2 and SOP 98-4
as of January 1, 1998 and as a result, changed certain business practices. The
Company adopted the provisions SOP 98-9 for fiscal year 1999. The adoption of
this statement did not have a material impact on the Company's operating
results, financial position or cash flows.
Email Relationship Management Revenue
The Company accounts for its revenue related to its high-volume-low-fee Email
Relations Management ("ERM") service as two separate components: set-up fees
and email usage services. The Company recognizes revenue on set-up fees in an
amount equal to incremental direct costs incurred related to the set-up
activities. The remaining set-up fees are then recognized on a straight-line
basis over the term of the service contract. The Company recognizes email usage
revenue based on the email delivered and charges such email delivery on a per
email basis.
Comprehensive Income or Loss
The Company has no items of comprehensive income or loss other than its net
income or net loss.
Cash and Cash Equivalents
The Company considers all liquid instruments with an original maturity of 90
days or less to be cash equivalents. Cash equivalents are stated at cost, which
approximates fair value, and consist primarily of money market securities.
Inventories
Inventories, comprising finished goods and packaging materials, are stated at
the lower of first-in, first-out cost or market.
40
<PAGE>
ClickAction Inc.
Notes to Consolidated Financial Statements, Continued
Property and Equipment
Property and equipment, comprised primarily of computer equipment and furniture,
are recorded at cost. Depreciation is provided using the straight-line method
over the estimated useful lives of the respective assets, generally three to
seven years.
The Company reviews the recoverability of the carrying amount of its property
and equipment assets whenever events or changes in circumstances indicate that
the carrying amount of an asset might not be recoverable. In the event that
facts and circumstances indicate that the carrying amount of assets may be
impaired, an evaluation of recoverability would be performed and the estimated
future undiscounted cash flows associated with the asset would be compared to
the asset's carrying amount to determine if a write-down to fair value is
required. Fair value is determined by reference to discounted future cash flows
over the remaining useful life of the related asset.
Software Development Costs
In accordance with Statement of Financial Accounting Standards (SFAS) No. 86,
Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise
Marketed, the Company capitalizes its internal software development costs for
its desktop applications after technological feasibility has been established.
Such amounts to date have not been significant in its software development
efforts as expenses incurred for the development costs related to its internet
services and system development approximate the cost that would have been
capitalized and amortized during any respective reporting period.
The Company accounts for the costs of computer software developed or obtained
for internal use in accordance with Statement of Position 98-1 (SOP 98-1),
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use," which was effective for fiscal years beginning after December 15,
1998. This statement requires that certain costs incurred during a software
development project be capitalized. These costs generally include external
direct costs of materials and services consumed in the project and internal
costs such as payroll and benefits of those employees directly associated with
the development of the software. Though the adoption of SOP 98-1 required the
Company to modify its method of accounting for software, it did not have a
material impact in its consolidated financial statements.
The Company makes payments to third-party developers for software production
costs. The payments for the development of desktop applications are capitalized
upon the establishment of technological feasibility, which is defined by the
Company as the completion of a detailed design specification of the software,
and are amortized to cost of revenues during the period that the related product
revenues are recognized. The ongoing assessment of the realizability of the
costs requires considerable judgment related to anticipated future product
revenues, estimated economic life, and changes in hardware and software
technology. The capitalized amounts paid to third- party developers for the
years ended December 31, 1999, 1998 and 1997 aggregated $88,747, $523,032 and
$1,179,660 respectively. Accumulated amortization aggregated $1,958,048 as of
December 31, 1999.
Amortization of software production costs is provided on a product-by-product
basis. Annual amortization is the greater of the amount computed using the ratio
of current product revenue to the total of current and anticipated future
product revenue or the straight-line method over the remaining estimated
economic lives of two years. Amortization expense for the years ended December
31, 1999, 1998 and 1997, aggregated $511,201, $585,544 and $1,986,143, of which
a write-off of $1,296,000 of software production cost was recorded in 1997.
The write-off was related to certain products that were not considered to be
recoverable based on the Company's future strategy.
41
<PAGE>
ClickAction Inc.
Notes to Consolidated Financial Statements, Continued
Royalties
Royalties are accrued based on net sales pursuant to agreements with external
software developers of software products published by the Company. Royalty
costs, generally 2% of related revenues subject to certain maximum payment
amounts, are included in cost of revenues.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash equivalents and accounts receivable. The
Company maintains cash and cash equivalents with one financial institution.
Management believes the financial risks associated with such deposits are
minimal. A substantial portion of the Company's sales and accounts receivable
are derived from two customers. If one or both of these customers ceases
business or fails to pay amounts due, the financial statements of ClickAction
would be materially, adversely affected.
Income Taxes
Income taxes are provided under the asset and liability method, whereby deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of
a change in tax rates is recognized in income in the period that includes the
enactment date. A valuation allowance is established to reduce deferred tax
assets when it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
Net Income (Loss) Per Share
Basic net income (loss) per share is computed using the weighted average number
of shares of common stock outstanding. Diluted net income (loss) per share is
computed using the weighted average number of shares of common stock outstanding
and potential common stock using the treasury stock method, when dilutive.
Net (loss)income used to calculate basic net (loss) income per share was
identical to net (loss) income used to calculate diluted per share for all
years presented. Following is a reconciliation of the common shares used to
calculate basic net (loss) income per share to the common shares used to
calculate diluted net (loss) income per share for 1999, 1998, and 1997:
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Weighted-average common shares used to
calculate basic net (loss) income per share 5,011,195 4,653,020 4,287,898
Preferred stock ---- 66,200 ----
Stock options ---- 356,495 ----
-------- --------- ---------
Weighted-average common shares used to
calculate diluted net (loss)income per share 5,011,195 5,075,715 4,287,898
========= ========= =========
</TABLE>
MarketHome common and preferred shares are reported pursuant to the 13.7551 to 1
and 10.0704 to 1 exchange ratios, respectively, as specified in the July 2, 1999
merger agreement for all periods presented.
Excluded from the computation of diluted loss per share for 1999 and 1997 are
options to acquire 986,513 and 1,036,700 shares, respectively, of common stock
with weighted-average exercise prices of $7.57 and $2.91, respectively, because
their effect would be anti-dilutive.
42
<PAGE>
CLICKACTION INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Stock-Based Compensation
The Company applies the intrinsic value-based method of accounting prescribed
by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations, in accounting for its fixed
plan employee stock options. As such, compensation expense would be recorded on
the date of grant only if the current market price of the underlying stock
exceeded the exercise price. SFAS No. 123, "Accounting for Stock-Based
Compensation," established accounting and disclosure requirements using a fair
value-based method of accounting for stock-based employee compensation plans.
As allowed by SFAS No. 123, the Company has elected to continue to apply the
intrinsic value-based method of accounting described above, and has adopted the
disclosure requirements of SFAS No. 123.
Fair Value of Financial Instruments
The fair value of the Company's receivables and accounts payable
approximate the carrying amount due to the relatively short maturity of these
items.
Disclosures About Segments of an Enterprise and Related Information
During 1998, the Company adopted SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information. SFAS No. 131 establishes standards for the
manner in which public companies report information about operating segments in
annual and interim financial statements. The Company determines and evaluates
its reportable segments based principally upon the type of products sold.
2. Balance Sheet Components
<TABLE>
<CAPTION>
Accounts Receivable
A summary of accounts receivable follows:
December 31,
------------------------------
1999 1998
------------- -------------
<S> <C> <C>
Accounts receivable $ 9,596,374 $ 4,036,659
Allowance for returns and doubtful accounts ( 2,963,119) ( 675,286)
------------- ------------
$ 6,633,255 $ 3,361,373
============= ============
</TABLE>
<TABLE>
<CAPTION>
Property and Equipment
Property and equipment are as follows:
December 31,
------------------------------
1999 1998
------------- -------------
<S> <C> <C>
Computer equipment and purchased software $ 1,071,135 $ 384,773
Office equipment, furniture and fixtures 249,180 139,613
------------- -------------
1,320,315 524,386
Less accumulated depreciation and amortization ( 540,677) (307,026)
------------- -------------
$ 779,638 $ 217,360
============= =============
</TABLE>
43
<PAGE>
ClickAction Inc.
Notes to Consolidated Financial Statements, Continued
<TABLE>
<CAPTION>
Other Assets
Other assets consisted of the following:
December 31,
-----------------------------
1999 1998
-------------- ------------
<S> <C> <C>
Software production costs paid to third-party
contractors, net of accumulated amortization $ 157,081 $ 579,535
Deposits 39,857 39,730
------------- -----------
$ 196,937 $ 619,265
============= ===========
</TABLE>
<TABLE>
<CAPTION>
Other Accrued Liabilities
A summary of other accrued liabilities follows:
December 31,
-----------------------------
1999 1998
------------- ------------
<S> <C> <C>
Customer prepayments $ ----- $ 307,767
Accrued advertising 976,456 657,905
Accrued technical support ---- 30,000
Customer Deposit 632,911 362,580
Other 1,480,707 831,068
------------- -----------
$ 3,090,074 $ 2,189,320
============= ===========
</TABLE>
3. Stockholders' Equity
Officer Stock Bonus
In June 1998, the Board of Directors granted a stock bonus of 60,000 shares of
common stock, at no cost, to the Chief Executive Officer ("CEO"). Unvested
shares are subject to a buy back provision and vest ratably over five years,
with acceleration if certain performance conditions are achieved by the Company.
The Company has recorded $263,135 as deferred compensation, which is being
amortized ratably over the vesting period. As the shares underlying the stock
bonus had not been issued to the CEO as of December 31, 1998, the shares have
been presented as outstanding stock options with a zero exercise price in the
tables below.
Stock Options
In September 1994, the Company granted five key employees an aggregate of
235,000 common stock options at an exercise price of $1.50 per share, the fair
market value of the Company's common stock on the date of grant. These options
vested ratably over three years and expire 10 years from the grant date.
The Company adopted the 1995 Equity Incentive Plan (the Plan) in April 1995, and
reserved 1,000,000 shares thereunder. The Plan provides for the grant of
incentive stock options to employees of the Company and for the grant of
nonstatutory stock options to employees and consultants of the Company. The
Board of Directors administers the Plan and has the discretion to grant stock
options. Exercise prices may not be less than 100% and 85% of the fair market
value at the date of grant for incentive options and nonstatutory options,
respectively. In May 1999, ClickAction's stockholders approved an amendment
to the Plan and increased the aggregate number of shares under such plan by
600,000. Options granted under the Plan generally vest over four years and
expire 10 years from the grant date. In 1999, the Company granted 697,500
options under the Plan.
The Company adopted the 1995 Nonemployee Directors' Plan in April 1995 and
reserved 200,000 shares thereunder. The Nonemployee Directors' Plan provides
for the automatic grant of nonstatutory stock options to nonemployee directors
of the Company at the fair market value of the common stock on the date of
grant. The term of all options granted under the Nonemployee Directors' Plan
maynot exceed 10 years or the end of the director's status as director.
In 1999, the Company granted 90,000 options under the Nonemployee Directors'
Plan.
44
<PAGE>
ClickAction Inc.
Notes to Consolidated Financial Statements, Continued
The Company adopted the 1998 Non-Officer Stock Option Plan (the "NOSOP") in
November 1998 and reserved 215,000 shares thereunder. The NOSOP provides for
the grant of non-qualified options to non-officer employees and consultants of
the Company. The Board of Directors administers the NOSOP and has the
discretion to grant stock options. Exercise prices may not be less than 100% of
the fair market value at the date of grant. In November 1999, the Board of
Directors approved an amendment to the NOSOP plan and increased the aggregate
number of shares under the NOSOP plan by 500,000. Options granted under the
NOSOP generally vest over four years and expire 10 years from the grant date.
The Company granted 393,000 options during 1999 under the NOSOP.
On November 16, 1998, the Company offered its employees a stock option repricing
program that allowed employees to exchange on a one-for-one basis any options
priced above $4.25 for options with an exercise price of $3.875 per share, which
was the closing price of the ClickAction common stock on November 13, 1998.
As a result, 135,500 options were surrendered by eligible employees for repriced
options. The vesting of the repriced options was extended by six months.
In 1999, The Company adopted the MarketHome 1997 Stock Option Plan ("MarketHome
Plan") through the MarketHome acquisition. The MarketHome Plan offered the grant
of incentive and non-qualified options to employees and consultants of the
Company. Options granted under theMarketHome Plan generally vest over four years
and expire 10 years from the grant date. The Company granted 68,141, 81,178
and 9,450 shares, respectively in 1999, 1998 and 1997 under the MarketHome Plan.
MarketHome common stock options, converted to ClickAction options following the
August 5, 1999 merger, the number and per share prices are reported pursuant to
the 13.7551 to 1.0 exchange ratio as specified in the merger agreement for all
periods presented. All non-vested outstanding MarketHome options to non-
employees at August 5, 1999 were canceled.
The following table summarizes all stock option and stock bonuses activities for
the Company's stock option plans:
<TABLE>
<CAPTION>
Shares Weighted
under average exercise
Option price per share
---------- -----------------
<S> <C> <C>
Outstanding as of December 31, 1996 558,757 $ 3.51
Granted 593,450 2.44
Expired or canceled (103,557) 3.73
Exercised ( 2,500) 1.50
----------
Outstanding as of December 31, 1997 1,046,150 2.89
Granted 821,178 3.65
Expired or canceled (334,717) 4.30
Exercised (223,084) 1.95
----------
Outstanding as of December 31, 1998 1,309,527 3.16
Granted 1,248,641 10.90
Expired or canceled (239,285) 8.13
Exercised (151,439) 2.91
----------
Outstanding as of December 31, 1999 2,167,444 3.87
==========
Available for grant at:
December 31, 1999 349,466
==========
</TABLE>
45
<PAGE>
ClickAction Inc.
Notes to Consolidated Financial Statements, Continued
The following table summarizes information about stock bonuses and stock options
outstanding as of December 31, 1999:
<TABLE>
<CAPTION>
Outstanding Exercisable
- ------------------------------------------------- ------------------------
Weighted-Avg. Weighted- Weighted-
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life Price Exercisable Price
- ----------- ------------ ------------ --------- -------------- ---------
<S> <C> <C> <C> <C> <C>
$ 0.00 60,000 8.50 years $ 0.00 18,000 $ 0.00
0.28-9.875 1,686,915 8.86 5.77 573,638 2.91
11.94-21.63 420,529 9.36 13.38 59,893 14.14
---------- ---------
$0.00-21.63 2,167,444 8.94 $ 7.09 651,531 $ 3.87
</TABLE>
The Company applies the intrinsic value method in accounting for its stock
option plans and, accordingly, does not recognize compensation cost when the
exercise price is equal to the fair market value of the underlying common
stock on the date of grant. If the Company had elected to recognize compensation
cost based on the fair value method as prescribed by SFAS No. 123, net income
(loss) and net income (loss) per share would have been changed to the pro forma
amounts indicated in the table below (in thousands except per share amounts):
<TABLE>
<CAPTION>
1999 1998 1997
------------ ----------- ------------
<S> <C> <C> <C>
Net income (loss):
As reported $(2,223,292) $ 219,900 $(4,036,614)
Pro forma (6,293,290) (632,020) (4,522,946)
Basic net income (loss) per share:
As reported $ (0.44) $ 0.05 $ (0.94)
Pro forma (1.26) (0.14) (1.05)
</TABLE>
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions:
<TABLE>
<CAPTION>
1999 1998 1997
-------------- -------------- ------------
<S> <C> <C> <C>
Expected dividend yield ---- ---- ----
Expected stock price volatility 88.37% 50% 50%
Risk-free interest rate 6.09-6.97% 4.58%-6.22% 5.49%-6.22%
Expected life of options 4-5 years 5 years 5 years
</TABLE>
The weighted-average fair value of options granted during 1999, 1998 and 1997
was $10.21, $1.80 and $1.26 per share, respectively.
4. Segment and Geographic Information
The Company is principally engaged in the development, marketing and
manufacturing of small business application programs and internet services.
The Company's main products provide solutions for creating customized,
professional-quality mailing lists, brochures, labels, business cards, invoices/
estimates, and other marketing communications materials. The Company also
markets annuity-based mailing products and services which complement the
Company's existing mailing software products. In addition, the Company also
provides web-based email marketing services to its enterprise clients.
The Company identifies and evaluates such segments based principally upon the
type of products or services sold. The accounting policies of these reportable
segments are the same as those described for the consolidated entity. The
Company evaluates the performance of its operating segments based on revenues,
gross profit and segment operating income. The Company does not assess the
performance of its segments on other measures of income or expense, such as
46
<PAGE>
ClickAction Inc.
Notes to Consolidated Financial Statements, Continued
depreciation and amortization, interest revenue and expense, income taxes or net
income. In addition, as the Company's assets are primarily located in its
corporate office in the United States and not allocated to any specific
segment, the Company does not produce reports for, or measure the performance,
of its segments based on any asset-based metrics. Therefore, segment
information is presented only for revenues and modified operating income.
The Company has not separately reported segment information on a geographic
basis, as international sales represent less than 1% of net revenue for the year
ended December 31, 1999.
The following segment information is provided for the years ended
December 31, 1999, 1998 and 1997 (in thousands):
<TABLE>
<CAPTION>
Segment Information
For the year ended December 31, 1999
Other Annuity Web-based
Desktop Products & Email Marketing
Applications Services Services Total
------------ ---------- ----------- ---------
<S> <C> <C> <C> <C>
Net revenues $ 15,248 $ 4,936 $ 1,081 $ 21,265
Cost of revenues 4,940 1,106 ---- 6,046
------------ --------- ----------- ---------
Gross profit 10,308 3,830 1,081 15,219
Segment operating expenses 6,398 3,409 4,412 14,219
------------ --------- ----------- ---------
Segment profit (loss) $ 3,910 $ 421 $ (3,331) 1,000
============ ========= ===========
General and administrative expenses (2,617)
Bonus expense not allocated to segments ( 589)
Merger-related expense ( 232)
Interest income, net 233
--------
(Loss) before taxes, as reported $ (2,205)
========
</TABLE>
<TABLE>
<CAPTION>
Segment Information
For the year ended December 31, 1998
Other Annuity Web-based
Desktop Products & Email Marketing
Applications Services Services Total
------------ ---------- ----------- ---------
<S> <C> <C> <C> <C>
Net revenues $ 11,727 $ 3,311 $ 6 $ 15,044
Cost of revenues 3,228 973 ---- 4,201
----------- ---------- ---------- ---------
Gross profit 8,499 2,338 6 10,843
Segment operating expenses 5,073 2,539 264 7,876
----------- ---------- ---------- ---------
Segment profit (loss) $ 3,426 $ (201) $ (258) 2,967
=========== ========== ==========
General and administrative expenses (2,679)
Bonus expense not allocated to segments ( 270)
Interest income, net 238
---------
Income before taxes, as reported $ 256
=========
</TABLE>
47
<PAGE>
ClickAction Inc.
Notes to Consolidated Financial Statements, Continued
<TABLE>
<CAPTION>
Segment Information
For the year ended December 31, 1999
Other Annuity
Desktop Products &
Applications Services Total
------------ ---------- ---------
<S> <C> <C> <C>
Net revenues $ 9,943 $ 2,410 $ 12,353
Cost of revenues 5,179 559 5,738
------------ ---------- ---------
Gross profit 4,764 1,851 6,615
Segment operating expenses 7,382 1,195 8,577
------------ ---------- ---------
Segment profit (loss) $ (2,618) $ 656 (1,962)
============ ==========
General and administrative expenses (2,191)
Restructuring charges ( 193)
Interest income, net 309
--------
(Loss) before taxes, as reported $ (4,037)
========
</TABLE>
The following is a brief summary of the types of products and services from
which each segment derives its revenues:
Desktop Applications include software products and applications that were
designed for small business application task specific programs that were sold
through directly to end-users and retail channel.
Other Annuity Products & Services include annuity-based products that were
designed to correct addresses on the consumers' data base to take advantage of
postal savings and are sold directly to end-users as well as other products and
services that are complimentary to the Company's desktop applications.
Web-based Email Marketing Services include all the products and services related
to email relationship management and campaign management of the Company's email
marketing clients.
The segment operating expenses include all operating expenses except for general
and administrative expenses and bonus expense which are not reported on a
segment basis by the Company.
The following tables summarize sales to customers when sales to such customers
exceeded 10% of revenues as well as the amounts due from these customers as a
percentage of total gross accounts receivable.
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------
Percentage of net revenues 1999 1998 1997
<S> <C> <C> <C>
Customer A 34% 37% 37%
Customer B 31% 15% 20%
</TABLE>
48
<PAGE>
ClickAction Inc.
Note to Consolidated Financial Statements, Continued
<TABLE>
<CAPTION>
December 31,
-----------------
Percentage of total accounts receivable as of 1999 1998
<S> <C> <C>
Customer A 52% 56%
Customer B 24% 17%
</TABLE>
5. Income Taxes
The components of income tax expense for the years ended December 31, 1999,
1998, and 1997 are as follows:
<TABLE>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Income taxes:
Current:
Federal $ 5,636 $ 20,774 $(282,345)
State 1,600 2,427 ---
Foreign 11,405 13,426 ---
-------- -------- ---------
Total current 18,641 36,627 (282,345)
-------- -------- ---------
Deferred:
Federal --- --- 282,345
State --- --- ---
-------- -------- --------
Total deferred --- --- 282,345
-------- -------- --------
Total income tax expense $ 18,641 $ 36,627 $ ---
======== ======== ========
</TABLE>
The December 31, 1999, 1998 and 1997 income tax expense differed
form the amounts computed by applying the U.S. federal income tax
rate of 34% to pretax income as a result of the following:
<TABLE>
<CAPTION>
1999 1998 1997
------------ ----------- ------------
<S> <C> <C> <C>
Federal tax (benefit) at statutory rate $ (749,581) $ 87,219 $(1,372,449)
State income taxes 1,600 2,154 ---
Nondeductible expenses 291,209 13,035 57,890
Change in valuation allowance 458,372 (99,981) 1,311,823
Other 17,041 34,200 2,736
---------- --------- -----------
Actual income tax expense $ 18,641 $ 36,627 $ ---
=========== ========== ===========
</TABLE>
49
<PAGE>
ClickAction Inc.
Note to Consolidated Financial Statements, Continued
As of December 31, 1999, 1998 and 1997 the types of temporary differences that
give rise to significant portions of the Company's deferred tax assets and
liabilities are set out below:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ----------- ------------
<S> <C> <C> <C>
Deferred tax assets:
Accrual and reserves $ 1,204,739 $ 811,923 $ 1,340,235
Net operating loss carryforwards 1,254,654 1,112,627 489,843
Capitalized start up costs 49,490 58,282 2,267
Tax credit carryforwards 984,230 679,434 468,533
------------ ---------- -----------
Gross deferred tax assets 3,493,113 2,662,266 2,300,878
Less: valuation allowance (3,493,113) (2,662,266) (2,300,878)
------------ ---------- -----------
Net deferred tax assets $ --- $ --- $ ---
============ ========== ===========
</TABLE>
The net change in the total valuation allowance for the year ended December 31,
1999 was an increase of $830,847. The Company's accounting for deferred taxes
under SFAS No. 109 involves the evaluation of a number of factors concerning
the realizability of the Company's deferred tax assets. To support the Company's
conclusion that a 100% valuation allowance was required, management primarily
considered such factors as the Company's history of operating losses, the nature
of the Company's deferred tax assets and the absence of taxable income in prior
carryback years. Although management's operating plans assume taxable and
operating income in future periods, management's evaluation of all the available
evidence in assessing the realizability of the deferred tax assets indicates
that such plans are not considered sufficient to overcome the available negative
evidence.
As of December 31, 1999, the Company has federal and California net operating
loss carryforwards of approximately $3,012,000 and $2,606,000, respectively,
which expire in various years through 2019 and 2004, respectively. The Company
also has federal and California research and development tax credit
carryforwards of approximately $526,000 and $395,000, respectively. The federal
credits expire between 2010 and 2019. The Company also has federal
minimum tax credit and foreign tax credit carryforwards of approximately $38,000
and $25,000, respectively. The foreign tax credits expire between 2002 and 2004.
Federal and California tax laws impose substantial restrictions on the
utilization of net operating loss and credit carryforwards in the event of an
"ownership change" for tax purposes, as defined in Section 382 of the Internal
Revenue Code. If an ownership change occurred, utilization of the net operating
loss carryforwards could be reduced significantly.
Included in gross deferred tax assets above is approximately $150,000 related to
stock option compensation for which the benefit, when realized, will be recorded
directly to stockholders' equity.
6. Commitments
Leases
The Company has entered into agreements to lease its facilities under certain
non-cancelable operating leases extending through 2000. Future minimum lease
commitments under these leases are as follows:
<TABLE>
<CAPTION>
Year ending December 31,
--------------------------
<S> <C>
2000 $ 671,168
2001 777,628
2002 261,949
----------
$1,710,745
==========
</TABLE>
50
<PAGE>
ClickAction Inc.
Note to Consolidated Financial Statements, Continued
Rent expense for the years ended December 31, 1999, 1998 and 1997 was
approximately $496,270, $501,023 and $419,815, respectively. During 1998, the
Company entered into non-cancelable operating sublease agreements for its San
Francisco office and a portion of its Palo Alto office. The Company received
operating sublease revenues of $125,226 in 1999. The total future minimum
lease payments to be received under these non-cancelable operating subleases
are approximately $35,482, which are not reflected in the above table.
Bonus Plan
The Company's contributions to its employee bonus plan are made at the Company's
discretion. Contributions to the bonus plan amounted to $851,937, $401,607,
and $0 for the years ended December 31, 1999, 1998 and 1997, respectively.
51
<PAGE>
EXHIBITS INDEX
Exhibit Incorporated by Reference
Number Exhibit Description Form Date Number
- -------- ------------------------------ ------ --------- ---------
2.1 Agreement and Plan of Merger 8-K 8/19/99 2.1
and Reorganization, dated as of
July 2, 1999, among MySoftware
Company, MyMarket Acquisition
Corp., MarketHome, and the
shareholders of MarketHome
3.1 Certificate of Incorporation S-1 6/20/95 3.3
3.2 Bylaws S-1 6/20/95 3.4
3.3 Certificate of Ownership and 8-K 9/21/99 3.1
Merger, merging ClickAction Inc.,
a wholly owned subsidiary of
MySoftware Company, with and into
MySoftware Company, as filed on
September 14, 1999
4.1 Specimen Common Stock Certificate 8-K 9/21/99 4.1
10.1 Form of Indemnity Agreement for S-1 6/20/99 10.1
officers and directors
10.2 Form of Indemnity Agreement for
officers and directors S-1 6/20/99 10.2
10.3 1995 Equity Incentive Plan S-1 6/20/95 10.3
(the "1995 Plan")
10.4 Form of Incentive Stock Option S-1 6/20/95 10.4
under the 1995 Plan
10.5 Form of Nonstatutory Stock S-1 6/20/95 10.5
Option under the 1995 Plan
10.6 1995 Non-Employee Directors' S-1 6/20/95 10.6
Stock Option Plan
(the "Directors' Plan")
10.7 Form of Stock Option under S-1 6/20/95 10.7
the Directors' Plan
10.8 Lease Agreement by and between S-1 6/20/95 10.8
ClickAction and 2197 E. Bayshore
Road Partnership dated February
25, 1993, as amended
10.9 Software Development Agreement S-1 6/20/95 10.9
by and between ClickAction and
Micro-Burst, Inc. dated October 11,
1993("the October 11, 1993 Agreement")
52
<PAGE>
EXHIBITS INDEX (Continued)
Exhibit Incorporated by Reference
Number Exhibit Description Form Date
- ------- --------------------- ------ ------
10.10 Software Development Agreement by S-1 6/20/95 10.10
and between ClickAction and Micro-
Crafts, Inc. dated September 13,
1993("the September 13, 1991 Agreement")
10.11 Amendment to the September 13, S-1 6/20/95 10.11
1991 Agreement between ClickAction
and MicroCrafts, Inc., dated
October 10, 1994
10.12 Software Development Agreement S-1 6/20/95 10.12
by and between ClickAction and
Micro-Crafts, Inc. dated October
18, 1992 ("the October 18, 1992 Agreement")
10.13 Amendment to the October 18, 1992 S-1 6/20/95 10.13
Agreement between ClickAction
and MicroCrafts, Inc., dated
October 10, 1994
10.14 Software Development Agreement by S-1 6/20/95 10.14
and between ClickAction and Micro-
Crafts, Inc. dated December 10, 1993
10.15 Software Purchase Agreement and 10-K 12/31/95 10.15
Assignment of Copyright dated
January 15, 1996 by and between
ClickAction and Mediatech, Inc.
10.16 Amendment to Lease Agreement dated 10-K 12/31/95 10.16
June 30, 1995
10.17 Lease Agreement by and between 10-KSB 12/31/96 10.17
ClickAction and Birmingham
Properties, Inc. dated
October 8, 1996
10.18 Third Amendment to Lease Agreement 10-KSB 12/31/96 10.18
by and between ClickAction and
Holvick Family Trust, dated
January 31, 1997
10.19 Rights Agreement 8-K 6/15/98
10.20 1998 Non-Officer Stock Option Plan S-8 12/14/98
10.21 Data Agreement with the Polk Company 10-KSB 12/31/98 10.21
10.22 Data Agreement with Experian 10-KSB 12/31/98 10.22
Information Solutions, Inc.
*23.1 Consent of KPMG LLP N/A N/A
*27.1 Financial Data Schedule N/A N/A
* Filed herwith
53
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITOR
The Board of Directors
ClickAction Inc.
We consent to incorporation by reference in the registration statements
on Form S-8 of ClickAction Inc. of our report dated February 11, 2000, relating
to the consolidated balance sheets of ClickAction Inc. as of December 31, 1999
and 1998, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1999, which report appears in the December 31, 1999 annual report
on Form 10-KSB of ClickAction Inc.
KPMG LLP
Mountain View, California
March 21, 2000
54
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from ClickAction Inc.'s
Statement of Operations and Balance Sheets and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 3,214
<SECURITIES> 0
<RECEIVABLES> 6,633
<ALLOWANCES> 0
<INVENTORY> 1,538
<CURRENT-ASSETS> 11,673
<PP&E> 780
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,650
<CURRENT-LIABILITIES> 7,337
<BONDS> 0
0
0
<COMMON> 5
<OTHER-SE> 5,308
<TOTAL-LIABILITY-AND-EQUITY> 12,650
<SALES> 21,265
<TOTAL-REVENUES> 21,265
<CGS> 6,046
<TOTAL-COSTS> 6,046
<OTHER-EXPENSES> 17,656
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,205)
<INCOME-TAX> 19
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,223)
<EPS-BASIC> (0.44)
<EPS-DILUTED> (0.44)
</TABLE>
