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STAMPS.COM INC
FORM 10-K
(Annual Report)
Filed 03/17/14 for the Period Ending 12/31/13
Address 12959 CORAL TREE PLACE
LOS ANGELES, CA 90066-7020
Telephone 3104825800
CIK 0001082923
Symbol STMP
SIC Code 7389 - Business Services, Not Elsewhere Classified
Industry Retail (Catalog & Mail Order)
Sector Services
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2014, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    ...INC FORM 10-K (Annual Report) Filed 03/17/14 for the Period Ending 12/31/13 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 12959 CORAL TREE PLACE LOS ANGELES, CA 90066-7020 3104825800 0001082923 STMP 7389 - Business Services, Not Elsewhere Classified Retail (Catalog & Mail Order...

  • Page 2
    ...) 77-0454966 (I.R.S. Employer Identification No.) 1990 E. Grand Avenue El Segundo, California 90245 (Address of Principal Executive Offices and Zip Code) Registrant's Telephone Number, Including Area Code: (310) 482-5800 Securities registered pursuant to Section 12(b) of the Act: Title of each...

  • Page 3
    ... 1 No  Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes 1 As of June 28, 2013, the aggregate market value of voting common stock held by non-affiliates of the Registrant was $545,717,647 (based upon the closing price for shares of the...

  • Page 4
    ... ON ACCOUNTING AND FINANCIAL DISCLOSURE. ITEM 9A. CONTROLS AND PROCEDURES. ITEM 9B. OTHER INFORMATION. PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. ITEM 11. EXECUTIVE COMPENSATION. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED...

  • Page 5
    ...Priority Mail®, Priority Mail Express®, Media Mail®, Parcel Select®, and others. Customers using our service receive discounted postage rates compared to USPS retail on certain mail pieces such as First Class letters and domestic and international Priority Mail and Priority Mail Express packages...

  • Page 6
    ...Postage service enables users to print "electronic stamps" directly onto envelopes, plain paper, or labels using only a standard personal computer, printer and Internet connection. Our service currently supports a variety of USPS mail classes. Customers can also add to their mail pieces USPS Special...

  • Page 7
    ... our PC Postage software and sells NetStamps labels, shipping labels, other mailing labels, dedicated postage printers, scales, and other mailing and shipping-focused office supplies. Our Supplies Store features a store catalog, messaging regarding our free or discounted shipping promotions, cross...

  • Page 8
    ...shipping operations in a number of ways including: (1) sending USPS packages with Hidden Postageâ„¢, which hides the actual amount paid for postage (a useful feature for e-commerce companies that may not want the recipient to see actual shipping cost information); (2) reducing customer support costs...

  • Page 9
    ... software and other order-entry management applications. Our shipping integration partnerships include Amazon, the USPS, QuickBooks and others. Traditional Media. We utilize television commercials and a variety of traditional and internet-based radio endorsements to advertise our services. Online...

  • Page 10
    ... our batch shipping capabilities such as batch printing tools, design enhancements, international custom forms with hidden postage, and forms that can be use with thermal printers. We also plan to broaden our support for USPS services such as Express Mail Flat Rate Padded Envelope, which offers cost...

  • Page 11
    ... label for use in shipping a package that does not require a monthly subscription fee in partnership with eBay. Pitney Bowes also offers a customized postage offering similar to our PhotoStamps service under the brand name ZazzleStamps through a partnership with Zazzle.com, a private U.S. company...

  • Page 12
    ...software-only PC Postage service. Our Technology Our servers are located in high-security data centers and operate with proprietary security software. These servers create the data used to generate information-based indicia. They also process postage purchases using secure technology that meets USPS...

  • Page 13
    ... more shareholder contact us before doing so. Employees As of December 31, 2013, we had approximately 250 employees not including temporary or contract workers. Our employees work in various departments including customer support, research and development, sales and marketing, information technology...

  • Page 14
    ... is electronically filed or furnished to the SEC (information contained on our website is not part of this Annual Report on Form 10-K). Our Annual Report on Form 10-K may also be obtained free of charge by written request to Investor Relations, Stamps.com Inc., 1990 E. Grand Avenue, El Segundo, CA...

  • Page 15
    ... 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 trial periods, discounts on fees, postage and supplies, and other promotions. In addition, we may offer new pricing plans for new and existing customers...

  • Page 16
    ... 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. Also customers may feel the costs...

  • Page 17
    ... customers pay for our services predominately using credit cards and debit cards and, to a lesser extent, by use of automated clearing house payments. Our acceptance of these payment methods requires our payment of certain fees. From time to time, these fees may increase, either as a result of rate...

  • Page 18
    ... restrictions, such as confidentiality agreements and licenses, to establish and protect our rights in our products, services, know-how and information. We have a portfolio of issued and pending US and international patents. We also have a number of registered and unregistered trademarks. We plan...

  • Page 19
    ..., the USPS could suspend or terminate our approval or offer services that compete against us, any of which could stop or negatively impact the commercial adoption of our services. Any changes in requirements or specifications for PC Postage could adversely affect our pricing, cost of revenues...

  • Page 20
    ... partners receive. Customers using our services receive discounted postage rates compared to USPS retail rates on certain mail pieces such as First Class letters, domestic and international Priority Mail and Priority Mail Express packages, and other discounts available to high-volume shipping...

  • Page 21
    ... 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...

  • Page 22
    ... the SEC on April 2, 2008. On July 22, 2010, our Board of Directors suspended the NOL Protective Measures by approving a waiver from the NOL Protective Measures to all persons and entities, including companies and investment firms. As a result, as of the date of filing of this Annual Report on Form...

  • Page 23
    ...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. ITEM 1B. None. ITEM 2. PROPERTIES. UNRESOLVED STAFF COMMENTS. Our corporate headquarters are located in El Segundo, California...

  • Page 24
    ..., RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock is traded on The NASDAQ Stock Market under the symbol "STMP". The following table sets forth the range of high and low dividend adjusted closing sales prices reported on The NASDAQ Stock...

  • Page 25
    ... December 31, 2008 to December 31, 2013 to the cumulative total return over such period of (i) NASDAQ Market Index and (ii) Morgan Stanley Internet Index, an equal-dollarweighted index composed of 23 leading companies involved in Internet commerce, service and software. The graph assumes that $100...

  • Page 26
    ...by evaluating such factors as the price of the stock, the daily trading volume and the availability of large blocks of stock and any additional constraints related to material inside information we may possess. Our repurchase of any of our shares will be subject to limitations that may be imposed on...

  • Page 27
    ..., 2012 2011 2010 (in thousands, except per share data) $ 110,003 5,651 7 115,661 $ 93,321 8,258 6 101,585 $ 78,355 7,162 27 85,544 $ 2013 Statement of Operations Data: PC Postage revenue PhotoStamps revenue Other revenue Total revenues Cost and expenses: Cost of sales Research and development Sales...

  • Page 28
    ... Mail®, Priority Mail Express®, Media Mail®, Parcel Select®, and others. Customers using our service receive discounted postage rates compared to USPS retail rates on certain mail pieces such as First Class letters and domestic and international Priority Mail and Priority Mail Express packages...

  • Page 29
    ...to an increase in paid customers. Annual average paid customers increased 11% to 466,000 in 2013 from 421,000 in 2012. The decrease in Non-Core PC Postage revenue was primarily attributable to lower marketing spend in the online enhanced promotion channel. We define paid customers for the quarter as...

  • Page 30
    ... our Supplies Store to our existing customer base; and (5) growth in postage printed, which helps drive sales of consumable supplies such as labels. Total postage printed by customers using our service in 2013 was $1.6 billion, a 36% increase from the $1.1 billion printed in 2012. Insurance revenue...

  • Page 31
    ... Mailing & Shipping Supplies Store and the related costs of shipping and handling. The cost of insurance revenue principally consists of parcel insurance offering costs. Cost of PhotoStamps revenue principally consists of the face value of postage, customer service, image review costs, and printing...

  • Page 32
    ...: customer referral programs, customer re-marketing efforts, direct mail, online advertising, partnerships, telemarketing, and traditional advertising. Sales and marketing expenses as a percent of total revenue decreased from 34% in 2012 to 31% in 2013 as revenue grew at a faster pace than sales and...

  • Page 33
    ... growth in 2014 Core PC Postage revenue to be up 5% to 10% compared to 2013. Our ability to grow our Core PC Postage revenue is dependent on our ability to increase our small business customer acquisition spending on marketing programs resulting in the addition of new customers and so to the extent...

  • Page 34
    ... after the date of this Report. Years Ended December 31, 2012 and 2011 Total revenue increased 14% to $115.7 million in 2012 from $101.6 million in 2011. PC Postage revenue, including service revenue, product revenue and insurance revenue, in 2012 was $110.0 million, an increase of 18% compared to...

  • Page 35
    ... in 2011. The increase in average revenue per paid customer was primarily attributable to (1) higher service revenue from our high volume shipping and enterprise customer segments and (2) an increase in insurance revenue per paid customer driven by our focus on shipping and new insurance features...

  • Page 36
    ... package insurance offering to cover packages being shipped to international destinations; (2) insurance purchases resulting from our partnership with Amazon.com; and (3) increased insurance purchases by high volume shippers. Postage printed by our high volume shipping customers was up 66% in 2012...

  • Page 37
    ... Mailing & Shipping Supplies Store and the related costs of shipping and handling. The cost of insurance revenue principally consists of parcel insurance offering costs. Cost of PhotoStamps revenue principally consists of the face value of postage, customer service, image review costs, and printing...

  • Page 38
    ... advertising, partnerships, customer referral programs, customer re-marketing efforts, telemarketing, direct mail, and online advertising. Sales and marketing expenses as a percent of total revenue was consistent at 34% for both 2011 and 2012. Research and Development Research and development...

  • Page 39
    ... in El Segundo, California that now serve as our corporate headquarters for an aggregate purchase price of $13.4 million. We substantially completed the renovation and construction project on the property in 2012. We moved into our new corporate headquarters during the third quarter of 2012. We...

  • Page 40
    ... is reasonably assured. Service revenue is primarily derived from subscription, transaction and other fees that are recognized in the period that services are provided. Product sales, net of return allowances, are recorded when the products are shipped and title passes to customers. Sales of items...

  • Page 41
    ... software. Insurance revenue represents the gross amount charged to the customer for purchasing insurance and the related cost represents the amount paid to the insurance broker, Parcel Insurance Plan. We recognize revenue on insurance purchases upon the ship date of the insured package. PhotoStamps...

  • Page 42
    ... of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any gain or loss is included in operations. On January 23, 2012, we completed the purchase of our new corporate headquarters in El Segundo, California, for an aggregate purchase price of $13...

  • Page 43
    ... with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (COSO) in Internal Control-Integrated Framework. Based on our...

  • Page 44
    ... 31, 2013, there has been no change in our internal control over financial reporting (as defined in Rule 13a15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. None. 40 OTHER INFORMATION.

  • Page 45
    ... of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly...

  • Page 46
    ... reference herein to our proxy statement for our 2014 annual meeting of stockholders, which will be filed with the SEC by not later than 120 days after our fiscal year end. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information required under this item is incorporated by reference herein...

  • Page 47
    ... Stock Purchase Plan (as amended and restated on February 9, 2000).(6) +++ Form of Indemnification Agreement between the Company and its directors and officers.(1) +++ Patent License and Settlement Agreement dated December 19, 2003 by and between Stamps.com Inc. and Pitney Bowes Inc. (8) Agreement...

  • Page 48
    ... Plan.(13) +++ Form of Stock Option Agreement.(14) +++ Settlement Agreement among the Company, Kara Technology Incorporated and Salim Kara.(15) Agreement of Purchase And Sale and Joint Escrow Instructions.(16) Code of Ethics.(10) List of Subsidiaries: PhotoStamps Inc., a California corporation...

  • Page 49
    ...26427). (9) Incorporated herein by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on July 16, 2004 (File No. 000-26427). (10) Incorporated herein by reference to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March...

  • Page 50
    ... herein by reference to the Company's Form 10-K filed with the Securities and Exchange Commission on March 14, 2012 (File No. 000-26427). (17) Filed with the Securities and Exchange Commission with this Annual Report on Form 10-K. + Confidential treatment requested and received as to certain...

  • Page 51
    ... with the standards of the Public Company Accounting Oversight Board (United States), Stamps.com Inc. and Subsidiary's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring...

  • Page 52
    ... Authorized shares: 47,500 in 2013 and 2012 Issued shares: 28,518 in 2013 and 27,472 in 2012 Outstanding shares: 16,187 in 2013 and 15,319 in 2012 Additional paid-in capital Treasury stock, at cost, 12,331 shares in 2013 and 12,153 shares in 2012 Accumulated deficit Accumulated other comprehensive...

  • Page 53
    ...73 14,767 15,168 2013 Revenues: Service Product Insurance PhotoStamps Other Total revenues Cost of revenues: Service Product Insurance PhotoStamps Total cost of revenues Gross profit Operating expenses: Sales and marketing Research and development General and administrative Total operating expenses...

  • Page 54
    Table of Contents STAMPS.COM INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) 2013 Net income Other comprehensive income: Unrealized loss on investments Comprehensive income F-4 Year Ended December 31, 2012 2011 $ 38,557 $ 26,265 (138) 26,127 $ 44,153 $ (111) ...

  • Page 55
    ... under the ESPP Stock repurchase Balance at December 31, 2012 Net income Unrealized loss on investments Stock-based compensation expense Exercise of stock options Shares issued under the ESPP Stock repurchase Balance at December 31, 2013 Total 44,238 26,265 (138) 3,419 25,038 506 (5,321) 94,007...

  • Page 56
    ... Deferred revenue Accounts payable and accrued expenses Net cash provided by operating activities Investing activities: Sale of short-term investments Purchase of short-term investments Sale of long-term investments Purchase of long-term investments Release (purchase) of restricted cash Acquisition...

  • Page 57
    ... Mail®, Priority Mail Express®, Media Mail®, Parcel Select®, and others. Customers using our service receive discounted postage rates compared to USPS retail rates on certain mail pieces such as First Class letters and domestic and international Priority Mail and Priority Mail Express packages...

  • Page 58
    ... financial institutions may exceed Federal Deposit Insurance Corporation insurance limits. Interest rate fluctuations and changes in credit ratings impact the carrying value of our portfolio. During 2013, 2012 and 2011, we did not recognize revenue from any one customer that represented 10% or more...

  • Page 59
    ... 23, 2012, we completed the purchase of our new corporate headquarters in El Segundo, California, for an aggregate purchase price of $13.4 million of which approximately $7.2 million was allocated to land value and $5.5 million was allocated to building value. The purchase was accounted for as...

  • Page 60
    ... software. Insurance revenue represents the gross amount charged to the customer for purchasing insurance and the related cost represents the amount paid to the insurance broker, Parcel Insurance Plan. We recognize revenue on insurance purchases upon the ship date of the insured package. PhotoStamps...

  • Page 61
    ...of postage, image review costs and printing and fulfillment costs. Promotional Expense New PC Postage customers are typically offered promotional items that are redeemed using coupons that are qualified for redemption after a customer is successfully billed beyond an initial trial period. We account...

  • Page 62
    ...engaged in sales, marketing, and business development activities. Ongoing marketing programs include the following: traditional advertising, partnerships, customer referral programs, customer re-marketing efforts, telemarketing, direct sales, direct mail, and online advertising. Advertising Costs We...

  • Page 63
    ... options Employee stock purchases Total stock-based compensation expense Stock-based compensation expense relating to: Cost of revenues Sales and marketing Research and development General and administrative Total stock-based compensation expense F-13 2012 $ $ 3,438 553 3,991 $ $ 2011 3,112 307...

  • Page 64
    ... hardware purchased from third parties and administrative cost relating to the maintenance and development of the website. Costs related to the purchase of software and hardware are capitalized based on our capitalization policy. These capitalized costs are amortized based on their estimated useful...

  • Page 65
    ...record any OTTI during 2013, 2012 and 2011 after evaluating a number of factors including, but not limited to How much fair value has declined below amortized cost The financial condition of the issuers Significant rating agency changes on the issuers Our intent and ability to hold the security for...

  • Page 66
    ... December 31, 2013 and 2012 (in thousands): December 31, 2013 Gross Gross Unrealized Unrealized Gains Losses - - - 45 45 106 106 151 - - - - - (11) (11) (11) $ $ Cost or Amortized Cost Cash and cash equivalents: Cash Money market Cash and cash equivalents Short-term investments: Corporate bonds and...

  • Page 67
    ... involve management judgment and our own assumptions about market participants and pricing. The following table summarizes our financial assets measured at fair value on a recurring basis as of December 31, 2013 and 2012 (in thousands): Fair Value Measurement at Reporting Date Using Quoted Prices in...

  • Page 68
    ...available-for-sale debt securities included in the Level 2 category is based on the market values obtained from an independent pricing service that were evaluated using pricing models that vary by asset class and may incorporate available trade, bid and other market information and price quotes from...

  • Page 69
    ... Furniture and equipment Computers and software Less accumulated depreciation and amortization Property and equipment, net $ $ During 2013, 2012 and 2011, depreciation expense was approximately $2.4 million, $1.4 million and $838,000, respectively. 9. Income Taxes During 2013, our net income...

  • Page 70
    ...have research and development tax credits totaling $5.8 million for Federal and California purposes. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the years ended December 31, 2013, 2012 and 2011 (in thousands): Unrecognized Tax Benefits $ (1,733) 71...

  • Page 71
    ... a study to understand the status of net operating losses. Based on that study, we believe that we have not undergone an Internal Revenue Code (IRC) Section 382 change of ownership that would trigger an impairment of the use of our NOLs since our secondary offering in December 1999. Under IRC...

  • Page 72
    ... Differences between the benefit for income taxes and income taxes at the statutory federal income tax rate are as follows (in thousands): 2013 11,764 $ 652 199 (9,713) (10,364) (789) (1,304) (9,555) $ 2012 8,823 $ 1,516 12 (14,424) (13,431) 4,186 (541) (13,859) $ 2011 6,057 1,044 12 (8,475) (7,225...

  • Page 73
    ... Number of Options 2,778 1,718 (136) (2,043) 2,317 192 (88) (560) 1,861 164 (38) (991) 996 Weighted Average Exercise Price ...2013, 2012 and 2011 using the Black-Scholes valuation method are as follows: 2013 Weighted-average fair value of stock options with an exercise price equal to the market price...

  • Page 74
    ... stock price of $42.10 at December 31, 2013, the last trading day of 2013, which would have been received by award holders had all award holders exercised their awards that were in-the-money as of that date. The weighted average grant date fair value of options granted during 2013, 2012 and 2011 was...

  • Page 75
    ... Total shares of common stock issued pursuant to the ESPP during 2013, 2012 and 2011 were approximately 56,000 each year. Savings Plan During 1999, we implemented a savings plan for all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may...

  • Page 76
    ...085 6,977 0.43 0.42 16,103 16,675 $ $ March Fiscal Year 2013: Revenues Gross profit Income from operations Net income Net income per share: Basic Diluted Weighted average shares outstanding: Basic Diluted Fiscal Year 2012: Revenues Gross profit Income from operations Net income Net income per share...

  • Page 77
    ... has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 17th day of March 2014. STAMPS.COM INC. By: /s/ KENNETH MCBRIDE Kenneth McBride Chief Executive Officer and Chairman of...

  • Page 78
    ...23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-81733) pertaining to the 1999 Stock Incentive Plan and 1999 Employee Stock Purchase Plan of Stamps.com Inc...

  • Page 79
    ... any and all Annual Reports on Form 10-K and any amendments thereto, for the year ended December 31, 2013, of Stamps.com Inc., a Delaware corporation, under the Securities Exchange Act of 1934, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with...

  • Page 80
    ... any and all Annual Reports on Form 10-K and any amendments thereto, for the year ended December 31, 2013, of Stamps.com Inc., a Delaware corporation, under the Securities Exchange Act of 1934, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with...

  • Page 81
    ... any and all Annual Reports on Form 10-K and any amendments thereto, for the year ended December 31, 2013, of Stamps.com Inc., a Delaware corporation, under the Securities Exchange Act of 1934, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with...

  • Page 82
    Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ken McBride, certify that: 1. I have reviewed this annual report on Form 10-K of Stamps.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a ...

  • Page 83
    ...I, Kyle Huebner, certify that: 1. I have reviewed this annual report on Form 10-K of Stamps.com Inc.; 2....process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal...

  • Page 84
    ... OF 2002 In connection with the Annual Report of Stamps.com Inc. (the "Company") on Form 10-K for the period ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ken McBride, Chief Executive Officer of the Company, certify, pursuant to 18...

  • Page 85
    ...OF 2002 In connection with the Annual Report of Stamps.com Inc. (the "Company") on Form 10-K for the period ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kyle Huebner, Chief Financial Officer of the Company, certify, pursuant to 18...