-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KA/N4gEFBbX4Epsjb10A2KPcXLZ3xyKMR0AD/l1/GAusr6TidDOVkocB3/bL1t0p ZbD8lCiOiHi2hD56rxOP6g== 0000902561-00-000169.txt : 20000316 0000902561-00-000169.hdr.sgml : 20000316 ACCESSION NUMBER: 0000902561-00-000169 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000315 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAPQUEST COM INC CENTRAL INDEX KEY: 0001078284 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 363949110 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-25877 FILM NUMBER: 570111 BUSINESS ADDRESS: STREET 1: 3710 HEMPLAND ROAD CITY: MOUNTVILLE STATE: PA ZIP: 17554 BUSINESS PHONE: 7172858500 MAIL ADDRESS: STREET 1: 3710 HEMPLAND ROAD CITY: MOUNTVILLE STATE: PA ZIP: 17554 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAPQUEST COM INC CENTRAL INDEX KEY: 0001078284 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 363949110 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 3710 HEMPLAND ROAD CITY: MOUNTVILLE STATE: PA ZIP: 17554 BUSINESS PHONE: 7172858500 MAIL ADDRESS: STREET 1: 3710 HEMPLAND ROAD CITY: MOUNTVILLE STATE: PA ZIP: 17554 425 1 FORM 425 - FILING OF COMMUNICATIONS Filed by MapQuest.com, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: MapQuest.com, Inc. Commission File No. 000-25877 FOR IMMEDIATE RELEASE Contact: James Thomas Jenifer Kirtland Chief Financial Officer Vice President, Investor Relations MapQuest.com Wilson McHenry Company (717) 285-8525 (510) 723-6200 Jwthomas@MapQuest.com Jkirtland@wmc.com MAPQUEST.COM, INC. CONTINUES RECORD GROWTH FOR THE FOURTH QUARTER 1999 Revenues surpass $11 million Internet-based revenue up 206%, driven by growth in B to B segment New York, NY; March 14, 2000 -- MapQuest.com, Inc. (Nasdaq: MQST), a leader in wireless and online destination information, today announced its financial results for the fourth quarter and fiscal year ended December 31, 1999. Internet-related revenue from the consumer and business-to-business segments grew 206% to a record $6.8 million in the fourth quarter of 1999 from $2.2 million in the fourth quarter of 1998. Total revenue for the quarter was a record $11.1 million, 61% above $6.9 million in revenue in the comparable quarter of 1998. The net loss for the recent fourth quarter was $7.9 million compared to a net loss of $1.1 million for the same quarter in 1998. The pro forma basic and diluted net loss per share was $(0.23) for the recent quarter, compared to $(0.04) per share in the fourth quarter of 1998. Included in the fourth quarter results were two non-recurring charges, totaling $1.7 million. The charges relate to transaction costs associated with potential acquisitions that were not consummated as well as costs associated with certain third-party patented technology used by MapQuest.com. "We are very pleased with the continued strong growth of our Internet business, as we further expand our mapping solutions to businesses, consumers and wireless applications," said Michael Mulligan, Chairman and Chief Executive Officer of MapQuest.com. "During the fourth quarter, we added 234 new customers in the B2B segment of our business. On the consumer side, we continued to grow traffic to our site. We also began to focus additional resources on the growing wireless category. To continue our momentum and drive revenue growth, we made significant investments during the quarter in our wireless business, our Internet operational capability and marketing. Page 1 "In December, we announced our proposed acquisition by America Online, Inc., the world's leading interactive services company. We are proceeding towards completing that transaction on our expected timetable. We believe our acquisition by AOL will enable MapQuest.com to expand its destination solutions across a much wider audience and enable a broad base of advertisers and businesses to better target potential customers." For the full year ended December 31, 1999, Internet-related revenues increased 149% to a record $19.7 million, compared with $7.9 million in l998. Total revenues for 1999 were $34.5 million, 40% above the $24.7 million in revenue in 1998. The company reported a net loss of $18.9 million for 1999, compared with a net loss of $3.8 million in the prior year. The pro forma basic and diluted net loss per share in 1999 was $(0.58), versus $(0.11) for 1998. Internet Business-to-Business Segment Growth - -------------------------------------------- The business-to-business segment continues to grow. During the fourth quarter, MapQuest.com added 234 new customers, bringing the total customer base to over 1,000. Since the new year, MapQuest.com has added several significant retail accounts. In January, the company signed an agreement with Wal-Mart, the largest retailer in the world, to provide maps and directions for the Wal-Mart website. In February, MapQuest.com also reached agreements with five additional retail chains, including Burger King Corporation, Chuck E. Cheese, Benihana, GNC and Learning Express, to incorporate its mapping solutions on their websites. These retailers join over 180 leading retailers in the U.S. that use MapQuest.com mapping solutions to help drive customers to their stores. MapQuest.com also recently reached an agreement with Ford Motor Company to provide customized mapping solutions to Ford customers on its OwnerConnection website. Other recent new customers include iVillage.com, salesforce.com and MyTurn.com, leading vertical portals. Page 2 Internet Consumer Segment Expansion - ----------------------------------- During the fourth quarter, MapQuest.com increased its user base, ending the year with 3.5 million unique visitors in December (5.4% reach), according to Media Metrix. MapQuest.com is continuing its growth in 2000, reaching 6.1% of users on the Internet in January with 4.2 million unique visitors. To provide MapQuest.com users with additional value-added services and to capitalize on the millions of printed pages generated by MapQuest users each month, in January, the company entered into a strategic partnership with eCoupons.com to integrate the eCoupons website within its site. The agreement provides MapQuest.com users with access to a wide variety of special coupons and merchant offers that are geographically relevant. Wireless - -------- In the fourth quarter of 1999, MapQuest.com continued its aggressive expansion into wireless applications. MetroOne Telecommunications, Inc. agreed to license MapQuest.com mapping technology for subscribers of its national MetroOne Enhanced Directory Assistance (EDA), targeted at the telecommunications industry. MetroOne callers will be able to access door-to-door driving directions and a variety of other mapping services simply by dialing 411. MapQuest.com is also working with Nuance, a leader in voice interface software, to provide directions and traffic reports to telephone users. About MapQuest.com - ------------------ MapQuest.com, Inc. is a leader in online, voice, and wireless destination information solutions and digital mapping solutions. Implementing a diverse strategy for distribution, MapQuest.com provides mapping and directions to the end user anytime, anywhere. MapQuest.com licenses its technology to more than 1,000 business partners. Through these licensing agreements MapQuest.com helps businesses integrate maps and driving directions into their Internet, intranet, call centers, voice and wireless applications for improved marketing and customer service functions. MapQuest.com's diverse network of business partners includes: AOL (NYSE: AOL), CitySearch (Nasdaq: TMCS), Yahoo (Nasdaq: YHOO), Lycos (Nasdaq: LCOS), InfoSpace (Nasdaq: INSP), Infoseek (Nasdaq: SEEK), Excite @Home (Nasdaq: ATHM), Travelocity (NYSE: TSG), Wal-Mart (NYSE: WMT), Bank of America (NYSE: BAC), Blockbuster, and Dayton Hudson (NYSE: DH). Page 3 This press release includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 concerning MapQuest.com's business, operations and financial condition. Such forward-looking statements are subject to various known and unknown risks and uncertainties and MapQuest.com cautions you that any forward-looking information provided by or on behalf of MapQuest.com is not a guarantee of future performance. Actual results could differ materially from those anticipated in such forward-looking statements due to a number of factors, including (i) the volatile and competitive nature of the Internet industry, (ii) changes in domestic and foreign economic and market conditions, (iii) the effect of federal, state and foreign regulation on MapQuest.com's business, (iv) the development of competitive websites and businesses; (v) MapQuest.com's relative mix of Internet and traditional and digital mapping businesses, (vi) MapQuest.com's ability to protect its intellectual property rights and (vii) the effect of any future acquisitions. Investors are also directed to consider the other risks and uncertainties discussed in MapQuest.com's Securities and Exchange Commission filings. All such forward-looking statements are current only as of the date on which such statements were made. MapQuest.com does not undertake any obligation to publicly update any forward-looking statements to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events. Page 4 MAPQUEST.COM, INC. Unaudited Condensed Statements of Operations (in thousands, except share and per share amounts) Three Months Ended Year Ended December 31 December 31 1999 1998 1999 1998 ---- ---- ---- ---- Revenues Business $ 4,575 $ 1,648 $ 13,113 $ 6,536 Consumer 2,246 580 6,601 1,376 ------------------------------ ------------------------ Total business and consumer revenues 6,821 2,228 19,714 7,912 Digital mapping 4,273 4,642 14,773 16,805 ------------------------------ ------------------------ Total revenues 11,094 6,870 34,487 24,717 Cost of Revenues Business and consumer 3,728 1,274 10,634 4,809 Digital mapping 3,201 3,817 11,371 12,837 ----------------------------- ------------------------ Total cost of revenues 6,929 5,091 22,005 17,646 ----------------------------- ------------------------ Gross profit 4,165 1,779 12,482 7,071 Operating expenses Sales and marketing 6,924 1,530 19,889 5,243 Product development 2,172 537 6,008 2,955 General and administrative 3,618 805 6,946 2,326 ----------------------------- ------------------------ Total operating expenses 12,714 2,872 32,843 10,524 ----------------------------- ------------------------ Operating loss (8,549) (1,093) (20,361) (3,453) Interest income and expense, net 640 9 1,680 54 Other income (expense) (2) 10 184 244 ----------------------------- ------------------------- Loss before provision for income taxes (7,911) (1,074) (18,497) (3,155) Provision for income taxes - - 1 - ----------------------------- ------------------------- Net loss $ (7,911) $ (1,074) $ (18,498) $ (3,155) Less preferred stock dividends and accretion - (38) (378) (667) ----------------------------- ------------------------- Net loss applicable to common stockholders $ (7,911) $ (1,112) $ (18,876) $ (3,822) ----------------------------- ------------------------- Basic and diluted loss per share $ (0.23) $ (3.31) $ (0.84) $ (12.09) Shares used to compute basic and diluted loss per share 34,774,915 336,101 22,374,292 316,202 Pro forma basic and diluted loss per share $ (0.23) $ (0.04) $ (0.58) $ (0.11) Shares used to compute pro forma basic and diluted loss per share 34,774,915 28,014,056 31,707,638 27,994,126 Page 5
MAPQUEST.COM, INC. Unaudited Condensed Balance Sheets (in Thousands) December 31 December 31 1998 1999 ----------- ----------- ASSETS Current assets: Cash, cash equivalents, and investments in marketable debt securities $ 564 $ 42,956 Accounts receivable, net 6,775 12,518 Inventories 1,365 1,197 Prepaid expenses and other current assets 629 2,597 --------- --------- Total current assets 9,333 59,268 Property and equipment, net 1,844 5,011 Other assets 273 731 -------- --------- Total assets $ 11,450 $ 65,010 ======== ========= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 1,715 $ 3,246 Current portion of note payable 48 - Accrued personnel costs 562 2,393 Advance billings on contracts 498 1,480 Deferred revenue 1,208 4,081 Other accrued liabilities 1,001 3,953 -------- --------- Total current liabilities 5,032 15,153 -------- --------- Convertible Redeemable Preferred Stock-Series A 6,550 - Cumulative Redeemable Preferred Stock-Series B 8,332 - Convertible Redeemable Preferred Stock-Series C 11,595 - Notes receivable arising from issuance of preferred stock (291) - Stockholders' equity (deficit): Common stock - 36 Notes receivable for common stock - (224) Additional paid in capital 140 88,829 Retained deficit (19,908) (38,784) --------- --------- Total stockholders' equity (deficit) (19,768) 49,857 --------- --------- Total liabilities and stockholders' equity (deficit) $ 11,450 $ 65,010 ======== ========== Page 6 -----END PRIVACY-ENHANCED MESSAGE-----