Risk Factors You should carefully consider the following risks and the other information in this Report and our other filings with the SEC before you decide to invest in our company or to maintain or increase your investment |
The risks and uncertainties described below are not the only ones facing Stamps |
Additional risks and uncertainties may also adversely impact and impair our business |
If any of the following risks actually occur, our business, results of operations or financial condition would likely suffer |
In that case, the trading price of our common stock could decline, and you may lose all or part of your investment |
This Report contains forward-looking statements based on the current expectations, assumptions, estimates and projections about Stamps |
These forward-looking statements involve risks and uncertainties |
Our actual results could differ materially from those discussed in these forward-looking statements as a result of many factors, including those described in this section and elsewhere in this Report |
com does not undertake to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future |
Risks Related to Our Business We may not successfully implement strategies to increase the adoption of our services and products which would limit our growth, adversely affect our business and cause the price of our common stock to decline |
Our continuing profitability depends on our ability to successfully implement our strategy of increasing the adoption of our services and products |
Factors that might cause our revenues, margins and operating results to fluctuate include the factors described in the subheadings below as well as: · The costs of our marketing programs to establish and promote the Stamps |
com brands; · The demand for our services and products; · Our ability to develop and maintain strategic distribution relationships; · The number, timing and significance of new products or services introduced by us and by our competitors; · Our ability to develop, market and introduce new and enhanced products and services on a timely basis; · The level of service and price competition; · Our operating expenses; · US Postal Service regulation and policies relating to PC Postage and PhotoStamps; and · General economic factors |
We have a history of losses and we may incur losses in the future which may reduce the trading price of our common stock |
We have experienced significant net losses since our inception and we may experience net losses in the future |
Though we realized net income of dlra10dtta4 million for the year ended December 31, 2005, we incurred net losses of dlra4dtta7 million for the year ended December 31, 2004 |
^ Although we achieved profitability during fiscal year 2005, we cannot be certain that we will be able to sustain or increase such profitability in the future |
We implemented pricing plans that may adversely affect our future revenues and margins |
Our ability to generate gross margins depends upon the ability to generate significant revenues from a large base of active customers |
In order to attract customers in the future, we may run special promotions and offers such as free trials, discounts on fees, postage and supplies, and other promotions |
We cannot be sure that customers will be receptive to future fee structures and special promotions that we may implement |
Even though we have established a sizeable base of users, we still may not generate sufficient gross margins to remain profitable |
In addition, our ability to generate revenues or sustain profitability could be adversely affected by the special promotions or additional changes to our pricing plans |
9 _________________________________________________________________ If we do not successfully attract and retain skilled personnel for permanent management and other key personnel positions, we may not be able to effectively implement our business plan |
Our success depends largely on the skills, experience and performance of the members of our senior management and other key personnel |
Any of the individuals can terminate his or her employment with us at any time |
If we lose key employees and are unable to replace them with qualified individuals, our business and operating results could be seriously harmed |
In addition, our future success will depend largely on our ability to continue attracting and retaining highly skilled personnel |
As a result, we may be unable to successfully attract, assimilate or retain qualified personnel |
Further, we may be unable to retain the employees we currently employ or attract additional qualified personnel to replace those key employees that may depart |
The failure to attract and retain the necessary personnel could seriously harm our business, financial condition and results of operations |
The success of our business will depend upon the continued acceptance by customers of our service |
We must minimize the rate of loss of existing customers while adding new customers |
Customers cancel their subscription to our service for many reasons, including a perception that they do not use the service sufficiently that the costs for service are too high, because they are going out of business, or other issues that are not satisfactorily resolved |
We must continually add new customers both to replace customers who cancel and to continue to grow our business beyond our current customer base |
If too many of our customers cancel our service, or if we are unable to attract new customers in numbers sufficient to grow our business, our operating results will be adversely affected |
Further, if excessive numbers of customers cancel our service, we may be required to incur significantly higher marketing expenditures than we currently anticipate to replace these customers with new customers |
If we fail to effectively market and sell our services and products, our business will be substantially harmed and could fail |
In order to acquire customers and achieve widespread distribution and use of our services and products, we must develop and execute cost-effective marketing campaigns and sales programs |
We currently rely on a combination of marketing techniques to attract new customers including direct mail, online marketing and business partnerships |
We may be unable to continue marketing our services and products in a cost-effective manner |
If we fail to acquire customers in a cost-effective manner, our results of operations will be adversely affected |
If we fail to meet the demands of our customers, our business will be substantially harmed and could fail |
Our services and products must meet the commercial demands of our customers, which include home businesses, small businesses, corporations and individuals |
We cannot be sure that our services will appeal to or be adopted by an ever-growing range of customers |
^ If we are unable to ship products such as items from our Supplies Store or PhotoStamps in a timely manner to our customers, our business may be harmed |
^ Moreover, our ability to obtain and retain customers depends, in part, on our customer service capabilities |
If we are unable at any time to address customer service issues adequately or to provide a satisfactory customer experience for current or potential customers, our business and reputation may be harmed |
If we fail to meet the demands of our customers our results of operations will be adversely affected |
A failure to further develop and upgrade our services and products could adversely affect our business |
Any delays or failures in developing our services and products, including upgrades of current services and products, may have a harmful impact on our results of operations |
The need to extend our core technologies into new features and services and to anticipate or respond to technological changes could affect our ability to develop these services and features |
Delays in features or upgrade introductions could cause a decline in our revenue, earnings or stock price |
We cannot determine the ultimate effect these delays or the introduction of new features or upgrades will have on our revenue or results of operations |
Third party assertions of violations of their intellectual property rights could adversely affect our business |
Substantial litigation regarding intellectual property rights exists in our industry |
Third parties may currently have, or may eventually be issued, patents upon which our products or technology infringe |
Any of these third parties might make a claim of infringement against us |
We may become aware of, or we may increasingly receive correspondence claiming, potential infringement of other parties’ intellectual property rights |
We are currently a defendant in two such cases filed in the fourth quarter of 2004 |
^We could incur significant costs and diversion of management time and resources to defend claims against us regardless of their validity |
Any associated costs and 10 _________________________________________________________________ distractions could have a material adverse effect on our business, financial condition and results of operations |
In addition, litigation in which we are accused of infringement might cause product development delays, require us to develop non-infringing technology or require us to enter into royalty or license agreements, which might not be available on acceptable terms, or at all |
If a successful claim of infringement were made against us and we could not develop non-infringing technology or license the infringed or similar technology on a timely and cost-effective basis, our business could be significantly harmed or fail |
Any loss resulting from intellectual property litigation could severely limit our operations, cause us to pay license fees, or prevent us from doing business |
A failure to protect our own intellectual property could harm our competitive position |
We rely on a combination of patent, trade secret, copyright and trademark laws and contractual restrictions, such as confidentiality agreements and licenses, to establish and protect our rights in our products, services, know-how and information |
We have 53 issued US patents, 77 pending US patent applications, 12 international patents and 20 pending international patent applications |
^ We also have a number of registered and unregistered trademarks |
We may not receive patents for any of our patent applications |
Even if patents are issued to us, claims issued in these patents may not protect our technology |
In addition, a court might hold any of our patents, trademarks or service marks invalid or unenforceable |
Even if our patents are upheld or are not challenged, third parties may develop alternative technologies or products without infringing our patents |
If our patents fail to protect our technology or our trademarks and service marks are successfully challenged, our competitive position could be harmed |
We also generally enter into confidentiality agreements with our employees, consultants and other third parties to control and limit access and disclosure of our confidential information |
These contractual arrangements or other steps taken to protect our intellectual property may not prove to be sufficient to prevent misappropriation of technology or deter independent third party development of similar technologies |
Additionally, the laws of foreign countries may not protect our services or intellectual property rights to the same extent as do the laws of the United States |
Our services depend on the efficient and uninterrupted operation of our computer and communications hardware systems |
In addition, we must provide a high level of security for the transactions we execute |
We rely on internally-developed and third-party technology to provide secure transmission of postage and other confidential information |
Any breach of these security measures would severely impact our business and reputation and would likely result in the loss of customers |
Furthermore, if we are unable to provide adequate security, the US Postal Service could prohibit us from selling postage over the Internet |
Our systems and operations are vulnerable to damage or interruption from a number of sources, including fire, flood, power loss, telecommunications failure, break-ins, earthquakes and similar events |
Our Internet host provider does not guarantee that our Internet access will be uninterrupted, error-free or secure |
Our servers are also vulnerable to computer viruses, physical, electrical or electronic break-ins and similar disruptions |
We have experienced minor system interruptions in the past and may experience them again in the future |
Any substantial interruptions in the future could result in the loss of data and could completely impair our ability to generate revenues from our service |
We do not presently have a full disaster recovery plan in effect to cover the loss of facilities and equipment |
In addition, we do not have a fail-over site that mirrors our infrastructure to allow us to operate from a second location |
We have business inter ruption insurance; however, we cannot be certain that our coverage will be sufficient to compensate us for losses that may occur as a result of business interruptions |
A significant barrier to electronic commerce and communications is the secure transmission of confidential information over public networks |
Anyone who is able to circumvent our security measures could misappropriate confidential information or cause interruptions in our operations |
We may be required to expend significant capital and other resources to protect against potential security breaches or to alleviate problems caused by any breach |
We rely on specialized technology from within our own infrastructure to provide the security necessary for secure transmission of postage and other confidential information |
Advances in computer capabilities, new discoveries in security technology, or other events or developments may result in a compromise or breach of the algorithms we use to protect customer transaction data |
Should someone circumvent our security measures, our reputation, business, financial condition and results of operations could be seriously harmed |
Security breaches could also expose us to a risk of loss or litigation and possible liability for failing to secure confidential customer information |
As a result, we may be required to expend a significant amount of financial and other resources to protect against security breaches or to alleviate any problems that they may cause |
11 _________________________________________________________________ Risks Related to Our Industry US Postal Service regulations or fee assessments may cause disruptions or discontinuance of our business |
We are subject to continued US Postal Service scrutiny and other government regulations |
The availability of our services is dependent upon our service continuing to meet US Postal Service performance specifications and regulations |
The US Postal Service could change its certification requirements or specifications for PC Postage or revoke or suspend the approval of one or more of our services at any time |
If at any time our service fails to meet US Postal Service requirements, we may be prohibited from offering this service and our business would be severely and negatively impacted |
In addition, the US Postal Service could suspend or terminate our approval or offer services which compete against us, any of which could stop or negatively impact the commercial adoption of our service |
Any changes in requirements or specifications for PC Postage could adversely affect our pricing, cost of revenues, operating results and margins by increasing the cost of providing our service |
The US Postal Service could also decide that PC Postage should no longer be an approved postage service due to security concerns or other issues |
Our business would suffer dramatically if we are unable to adapt our services to any new requirements or specifications or if the US Postal Service were to discontinue PC Postage as an approved postage method |
Alternatively, the US Postal Service could introduce competitive programs or amend PC Postage requirements to make certification easier to obtain, which could lead to more competition from third parties or the US Postal Service itself |
If we are unable to compete successfully, particularly against large, traditional providers of postage products like Pitney Bowes who enter the online postage market, our revenues and operating results will suffer |
The US Postal Service could decide to suspend or cancel the current market test of PhotoStamps, and may do so in the event that there is sufficient cause to believe that the market test presents unacceptable risk to US Postal Service revenues, degrades the ability of the US Postal Service to process or deliver mail produced by the test participants, exposes the US Postal Service or its customers to legal liability, or causes public or political embarrassment or harm to the US Postal Service in any way |
^ If the US Postal Service decides to suspend or cancel the market test of PhotoStamps, our revenues and operating results will likely suffer |
Additionally, the US Postal Service could decide to amend, renegotiate or terminate our credit card cost sharing agreement, which is a key agreement that governs the allocation of credit card fees paid by the US Postal Service and us for the postage purchased by our customers |
^ If the US Postal Service decides to amend, renegotiate or terminate our credit card cost sharing agreement, our revenues and operating results will likely suffer |
In addition, US Postal Service regulations may require that our personnel with access to postal information or resources receive security clearance prior to doing relevant work |
We may experience delays or disruptions if our personnel cannot receive necessary security clearances in a timely manner, if at all |
The regulations may limit our ability to hire qualified personnel |
For example, sensitive clearance may only be provided to US citizens or aliens who are specifically approved to work on US Postal Service projects |
If we are unable to compete successfully, particularly against large, traditional providers of postage products such as Pitney Bowes, our revenues and operating results will suffer |
The PC Postage segment of the market for postage is relatively new and is competitive |
At present, Pitney Bowes and Endicia |
com are authorized PC Postage providers with commercially available software and Zazzle |
com offers a competitive product to PhotoStamps using Pitney Bowes technology |
If any more providers become authorized, or if Pitney Bowes or Endicia |
com provide enhanced offerings, our operations could be adversely impacted |
^ We also compete with other forms of postage, including traditional postage meters provided by companies such as Pitney Bowes, postage stamps and permit mail |
^ We may not be able to establish or maintain a competitive position against current or future competitors as they enter the market |
Many of our competitors have longer operating histories, larger customer bases, greater brand recognition, greater financial, marketing, service, support, technical, intellectual property and other resources than us |
As a result, our competitors may be able to devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to web site and systems development than us |
This increased competition may result in reduced operating margins, loss of market share and a diminished brand |
We may from time to time make pricing, service or marketing decisions or acquisitions as a strategic response to changes in the competitive environment |
These actions could result in reduced margins and seriously harm our business |
12 _________________________________________________________________ We could face competitive pressures from new technologies or the expansion of existing technologies approved for use by the US Postal Service |
We may also face competition from a number of indirect competitors that specialize in electronic commerce and other companies with substantial customer bases in the computer and other technical fields |
Additionally, companies that control access to transactions through a network or Web browsers could also promote our competitors or charge us a substantial fee for inclusion |
In addition, changes in postal regulations could adversely affect our service and significantly impact our competitive position |
We may be unable to compete successfully against current and future competitors, and the competitive pressures we face could seriously harm our business |
If we do not respond effectively to technological change, our services and products could become obsolete and our business will suffer |
The development of our services, products and other technology entails significant technical and business risks |
To remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our online operations |
The Internet and the electronic commerce industry are characterized by rapid technological change; changes in user and customer requirements and preferences; frequent new product and service introductions embodying new technologies; and the emergence of new industry standards and practices |
The evolving nature of the Internet or the postage markets could render our existing technology and systems obsolete |
Our success will depend, in part, on our ability to license or acquire leading technologies useful in our business; enhance our existing services; develop new services or features and technology that address the increasingly sophisticated and varied needs of our current and prospective users; and respond to technological advances and emerging industry and regulatory standards and practices in a cost-effective and timely manner |
Future advances in technology may not be beneficial to, or compatible with, our business |
Furthermore, we may not be successful in using new technologies effectively or adapting our technology and systems to user requirements or emerging industry standards on a timely basis |
Our ability to remain technologically competitive may require substantial expenditures and lead time |
If we are unable to adapt in a timely manner to changing market conditions or user requirements, our business, financial condition and results of operations could be seriously harmed |
Our operating results could be impaired if we or the Internet become subject to additional government regulation and legal uncertainties |
Due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted with respect to the Internet, relating to user privacy, pricing, content, copyrights, distribution, characteristics and quality of products and services, and export controls |
The adoption of any additional laws or regulations may hinder the expansion of the Internet |
A decline in the growth of the Internet could decrease demand for our products and services and increase our cost of doing business |
Moreover, the applicability of existing laws to the Internet is uncertain with regard to many issues, including property ownership, export of specialized technology, sales tax, libel and personal privacy |
Our business, financial condition and results of operations could be seriously harmed by any new legislation or regulation |
The application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the Internet and other online services could also harm our business |
We have employees and offer our services in multiple states, and we may in the future expand internationally |
These jurisdictions may claim that we are required to qualify to do business as a foreign corporation in each state or foreign country |
Our failure to qualify as a foreign corporation in a jurisdiction where we are required to do so could subject us to taxes and penalties |
Other states and foreign countries may also attempt to regulate our services or prosecute us for violations of their laws |
Further, we might unintentionally violate the laws of foreign jurisdictions and those laws may be modified and new laws may be enacted in the future |
Risks Related to Our Stock Changes in stock option accounting rules will have an adverse affect on our operating results |
We use options to acquire our common stock to attract, incentivize and retain our employees in a competitive marketplace |
^ Statement of Financial Accounting Standards (SFAS) Nodtta 123, “Accounting for Stock-Based Compensation,” allowed companies the choice of either using a fair value method of accounting for options that would result in expense recognition for all options granted, or using an intrinsic value method, as prescribed by 13 _________________________________________________________________ Accounting Principles Board Opinion (“APB”) Nodtta 25, “Accounting for Stock Issued to Employees”, with a pro forma disclosure of the impact on net income (loss) of using the fair value option expense recognition method |
Prior to our adoption of SFAS Nodtta 123 (revised 2004), “Share Based Payment,” or Statement 123(R), on January 1, 2006, we had elected to apply APB Nodtta25 and accordingly we generally did not recognize any expense with respect to employee options to acquire our common stock in periods ended on or prior to December 31, 2005 as long as such options were granted at exercise prices equal to the fair value of our common stock on the date of grant |
In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement 123(R) |
Statement 123(R) requires that the compensation cost relating to share-based payment transactions be recognized in financial statements |
This cost will be measured based on the fair value of the equity instruments issued |
We adopted Statement 123(R) on January 1, 2006, which is the first day of our 2006 fiscal year |
We expect the adoption of Statement 123(R) to have an adverse effect on our operating results, as we continue to use options to attract, incentivize and retain our employees |
The tax value of our net operating losses could be impaired if we trigger a change of control pursuant to Section 382 of the Internal Revenue Code |
Under the complicated rules of IRC Section 382, a change in ownership can occur whenever there is a shift in ownership by more than 50prca by one or more five-percent shareholders within a three-year period |
If a change of ownership is triggered, our NOLs may be impaired, which could harm stockholder value |
Our charter documents could deter a takeover effort, which could inhibit your ability to receive an acquisition premium for your shares |
The provisions of our certificate of incorporation, bylaws and Delaware law could make it difficult for a third party to acquire us, even if it would be beneficial to our stockholders |
In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which could prohibit or delay a merger or other takeover of our Company, and discourage attempts to acquire us |
The US Postal Service may object to a change of control of our common stock |
The US Postal Service may raise national security or similar concerns to prevent foreign persons from acquiring significant ownership of our common stock or of Stamps |
The US Postal Service also has regulations regarding the change of control of approved PC Postage providers |
^ These concerns may prohibit or delay a merger or other takeover of our Company |
Our competitors may also seek to have the US Postal Service block the acquisition by a foreign person of our common stock or our Company in order to prevent the combined company from becoming a more effective competitor in the market for PC Postage |
The price at which our common stock has traded since our initial public offering in June 1999 has fluctuated significantly |
The price may continue to be volatile due to a number of factors, including the following, some of which are beyond our control: · variations in our operating results, · variations between our actual operating results and the expectations of securities analysts, · investors and the financial community, · announcements of developments affecting our business, systems or expansion plans by us or others, · and market volatility in general |
As a result of these and other factors, investors in our common stock may not be able to resell their shares at or above their original purchase price |
In the past, securities class action litigation often has been instituted against companies following periods of volatility in the market price of their securities |
This type of litigation, if directed at us, could result in substantial costs and a diversion of management’s attention and resources |
14 _________________________________________________________________ Shares of our common stock held by existing stockholders may be sold into the public market, which could cause the price of our common stock to decline |
If our stockholders sell into the public market substantial amounts of our common stock purchased in private financings prior to our initial public offering, or purchased upon the exercise of stock options or warrants, or if there is a perception that these sales could occur, the market price of our common stock could decline |
All of these shares are available for immediate sale, subject to the volume and other restrictions under Rule 144 of the Securities Act of 1933 |