Exhibit 99.38 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL LTD. REPORTS FOURTH QUARTER AND YEAR-END RESULTS INCREASE OF 33% IN REVENUE; FOURTH QUARTER REVENUE RISES 49% YEAR-OVER-YEAR TORONTO, March 10th, 2005 - POINTS INTERNATIONAL LTD. (TSX: PTS; OTC: PTSEF) ("Points International" or the "Company"), the owner and operator of Points.com, the world's leading reward program management portal, announced financial results for the fourth quarter and the year ended December 31, 2004. The Company reported revenue of $2.16 million in the 2004 fourth quarter, an increase of 49% versus $1.45 million during the same period in 2003. Adjusted for the impact of the weakened US dollar, Points International's Q4 revenue growth would have included a further $323,200, resulting in 72% growth vs. 2003. Strong growth at both Points.com and Points.com Business Solutions contributed to the growth in revenue. The Company powered the online exchange, sale and transfer of 1.45 billion points and miles in the fourth quarter of 2004, up from 0.54 billion during the fourth quarter of 2003. The Company recorded an operating loss of $1.41 million for the fourth quarter of 2004, versus $1.20 million in the fourth quarter in the previous year. The increased loss was a result of higher employment and product development costs in connection with the Company's anticipated launch of its enhanced consumer Website. The Company reported a net loss of $2.75 million, or ($0.04) per share versus a net loss of $2.61 million, or ($0.03) per share, in the 2003 fourth quarter. Non-cash charges, including accrued interest, the amortization of property, plant and equipment, intangible assets and deferred costs accounted for $1.28 million of the fourth quarter 2004 net loss versus $1.40 in the fourth quarter of 2003. For the fiscal year ended December 31, 2004, Points International reported revenue of $7.79 million, a 32.9% increase versus $5.86 million in the 2003 fiscal year. Adjusted for the impact of the weakened US dollar, the Company's annual revenue growth would have included a further $900,000, resulting in 48% growth vs. the comparable prior year. The Company powered the online exchange, sale and transfer of 4.92 billion miles and points versus 2.0 billion in the year-earlier period. The Company had an operating loss of $4.44 million compared to $2.17 million in the 2003 fiscal year. Higher employment costs and marketing and communications expenses in connection with the upcoming launch of Points.com's new consumer Website contributed to the increased loss. The Company reported a net loss of $8.81 million, or $(0.13) per share, versus a net loss of $6.54 million, or $(0.11) per share for the 2003 fiscal year. Non-cash charges, including: accrued interest, the amortization of property, plant and equipment, intangible assets and deferred costs accounted for $4.24 million of the net loss in 2004 versus $4.36 in 2003. "2004 was marked by significant accomplishments," said Rob MacLean, Points International's CEO. "We added many new partners, including British Airways, US Airways, Starbucks, Goldpoints, Frontier Airlines and Hawaiian Airlines. We will continue to add great partners to our business in 2005 as demonstrated by our recent introduction of Cendant Corporation's Trip Rewards program and other recent announcements. We also took important steps to prepare for the launch of our feature-rich reward management portal, which will provide consumers and loyalty partners with numerous advantages. We are on schedule to commence launch of the new Website next month." The new Web site will include broader consumer offerings, and present each consumer with a comprehensive personalized view of their entire reward program universe. New management tools, such as Join, Earn and Buy, will help consumers realize more value from their favorite reward programs, to help them "Get More Rewards, Faster(TM)". These tools will also add additional revenue streams for the Company. The system will be driven by an ATG Marketing Enterprise System that will use the consumer's unique reward program, reward goals and point balance mix to suggest ways to use the Join, Earn, Buy and Swap tools most effectively. In connection with the expanded offering, the Company will change the pricing and structure of its current PointsPlus membership. The enhanced pricing model, which will be unveiled during the second quarter in greater detail, will include a recurring subscription model and higher price points, supported by pricing research and market comparatives. "We increased revenue from our Points.com business by 160% during 2004 with very limited marketing to a vast consumer base," added Mr. MacLean. "We believe with our marketing plan to drive cost-effective traffic and membership to the new Points.com Website that we will be able to substantially increase our customer base. We expect to begin driving significant consumer traffic to the Website during the third quarter of the year. With the new products and services we will offer, combined with notable new partnerships, we are excited about the many opportunities we will have to monetize both existing and prospective consumers." Some of the highlights of 2004 include: - - Growing revenue from both Points.com and Points Business Solutions operations. Revenue from Points.com increased by 160%, in fiscal 2004, while Points.com's Business Solutions grew by 30%. - - Strong recurring revenues. 95% of Points.com's revenues were recurring versus 80% in 2003. - - Increase in number of partners on Points.com. Points.com increased its partners to 45 at the end of 2004, versus 35 at 2003 year-end. - - Increase in Points.com Business Solutions partners and products. 21 partners are now offering Points.com Business Solutions products to their members, increased from 12 at the end of 2003. There are now 55 product installations in the market, up from 30 at the end of 2003, providing a strong and growing recurring revenue base for the company. - - Growth in Transaction activity. Total miles and points transacted increased 140% from 2.0 billion in fiscal 2003 to 4.92 billion in fiscal 2004. - - Increase in size and commissions per transaction. The average number of miles or points exchanged per transaction was 17,920, an increase of 8% versus 2003. The average commission generated by Points per transaction also was up 9% from the year-earlier period. - - Increase in Website traffic. Approximately 1.1 million unique visitors accessed the Company's Points.com Website in 2004, compared to 781,000 visitors during fiscal 2003. - - Strong User Registration. The Company's database of Registered Users increased to approximately 606,000 at the end of 2004. As the Company launches the new Website in April, it will also establish a more comprehensive approach to reporting on key metrics associated with the business. The current transactional metrics will be supplemented with information relevant to the enhanced consumer offering. The company expects that the first quarter 2005 results will be released on or about May 13, 2005 and will include an investor conference call. ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can Swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Cendant Trip Rewards, Starbucks Asia Miles(R), and Intercontinental Hotels Group's Priority Club(R) Rewards. Website: http://www.points.com / FOR FURTHER INFORMATION Steve Yuzpe, Investor Relations, Chief Financial Officer, 416-596-6382, steve.yuzpe@points.com, or Business Development Inquiries, Christopher Barnard, President, 416-596-6381, christopher.barnard@points.com, both of Points International Ltd. or Ed Lewis of CEOcast, Inc., +1-212-732-4300, elewis@ceocast.com, for Points International POINTS INTERNATIONAL LTD. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS AS AT DECEMBER 31 2004 2003 - ----------------- ----------- ----------- ASSETS CURRENT Cash and cash equivalents $13,754,818 $20,274,836 Accounts receivable 2,024,342 1,004,370 Prepaids and sundry assets 1,229,091 825,221 ----------- ----------- 17,008,251 22,104,427 PROPERTY, PLANT AND EQUIPMENT 2,056,282 513,723 INTANGIBLE ASSETS 8,282,453 1,320,692 DEFERRED COSTS 2,242,868 2,790,816 LONG-TERM INVESTMENTS -- 161,629 FUTURE INCOME TAXES RECOVERABLE 590,000 590,000 ----------- ----------- 13,171,603 5,376,859 $30,179,854 $27,481,286 =========== =========== POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS AS AT DECEMBER 31 2004 2003 - ----------------- ------------ ------------ LIABILITIES CURRENT Accounts payable and accrued liabilities $ 1,894,599 $ 1,187,598 Deposits 13,153,623 10,455,646 Current portion of loan payable 29,860 -- Current portion of acquisition loan payable 777,443 -- Convertible debenture 8,920,373 -- ------------ ------------ 24,775,900 11,643,244 LOAN PAYABLE 67,186 -- ACQUISITION LOAN PAYABLE 380,118 CONVERTIBLE DEBENTURE -- 8,036,372 CONVERTIBLE PREFERRED SHARES 13,892,478 13,024,478 ------------ ------------ 39,115,681 32,704,094 ------------ ------------ SHAREHOLDERS' EQUITY CAPITAL STOCK 22,705,734 17,728,461 CONTRIBUTED SURPLUS 482,092 -- WARRANTS 2,610,992 2,785,737 DEFICIT (34,734,645) (25,737,007) ------------ ------------ (8,935,827) (5,222,809) ------------ ------------ 30,179,854 27,481,286 ============ ============ POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31 2004 2003 - ------------------------------- ----------- ----------- REVENUES Points operations $ 7,560,012 $ 5,502,744 Interest income 231,579 355,960 ----------- ----------- 7,791,591 5,858,704 GENERAL AND ADMINISTRATION EXPENSES 12,230,652 8,029,471 ----------- ----------- LOSS- Before interest, amortization and other items (4,439,061) (2,170,767) ----------- ----------- Interest on convertible debenture 884,001 853,872 Interest on Series Two Preferred Share 868,000 624,478 Interest, loss on short-term investments and bank charges 132,843 9,753 Write-off of ThinApse Corporation 161,629 -- Amortization of property, plant and equipment, intangible assets and deferred costs 2,322,749 2,877,321 ----------- ----------- 4,369,223 4,365,424 ----------- ----------- LOSS (8,808,284) (6,536,191) ----------- ----------- LOSS PER SHARE ($0.13) ($0.11) =========== =========== POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (DEFICIT) FOR THE YEARS ENDED DECEMBER 31 2004 2003 - ------------------------------- ------------ ------------ DEFICIT - Beginning of year As previously reported ($25,737,007) ($19,200,816) Change in accounting policy (189,354) -- ------------ ------------ As restated (25,926,361) (19,200,816) LOSS - For the year (8,808,284) (6,536,191) ------------ ------------ DEFICIT - End of year ($34,734,645) ($25,737,007) ============ ============ POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED SEPTEMBER 30, 2004 12 Month Period --------------------------- FOR THE YEARS ENDED DECEMBER 31 2004 2003 - ------------------------------- ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net Loss ($8,808,284) ($6,536,191) Items not affecting cash Amortization of property, plant and equipment 312,617 1,589,206 Amortization of deferred costs 601,319 531,914 Amortization of intangible assets 1,408,813 756,201 Employee stock option expense 362,343 -- Writedown of long term investment 161,629 -- Cancellation of warrants issued for services (1,179) -- Interest on Series Two Preferred Shares 868,000 624,478 Interest accrued on convertible debenture 884,001 853,872 ------------ ------------ (4,210,741) (2,180,520) Changes in non-cash balances related to operations 1,857,746 774,066 ------------ ------------ CASH FLOWS USED IN OPERATING ACTIVITIES (2,352,995) (1,406,454) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment, net of proceeds (1,855,177) (338,730) Purchase of intangible assets (128,428) (130,353) Payments for the acquisition of MilePoint, Inc. (2,300,000) -- Costs related to the acquisition of MilePoint, Inc. (728,534) -- ------------ ------------ CASH FLOWS USED IN INVESTING ACTIVITIES (5,012,139) (469,083) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Warrants -- 2,700,000 Issuance of Series Two Preferred Share -- 12,400,000 Loan payable, net of repayments 97,047 -- Deferred financing costs 13,967 (3,039,774) Repayment of obligations under capital leases -- (407,128) Issuance of capital stock, net of share issue costs 734,101 3,155,575 ------------ ------------ CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 845,115 14,808,673 ------------ ------------ INCREASE (DECREASE) IN CASH (6,520,019) 12,933,136 CASH AND CASH EQUIVALENTS - Beginning of period 20,274,836 7,341,700 ------------ ------------ CASH AND CASH EQUIVALENTS - End of period $ 13,754,818 $ 20,274,836 ============ ============ (POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL LTD. SIGNS AGREEMENT WITH THE MEMBERSHIP REWARDS(R) PROGRAM FROM AMERICAN EXPRESS TORONTO, March 10th, 2005 - POINTS INTERNATIONAL LTD. (TSX: PTS, OTCBB: PTSEF), the owner and operator of Points.com, the world's leading reward program management portal, announced today that it has entered an agreement with American Express Travel Related Services Company Inc. The agreement enables the Membership Rewards Program(R) from American Express to participate on the Points.com portal. Additionally, the Membership Rewards Program(R) will use Points.com technology services to offer real-time point transfers for select partners. Public launch is expected during the second quarter of this year. ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can earn, buy, and swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including American Express Membership Rewards(R), Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Cendant's Trip Rewards, Asia Miles(R), and Priority Club(R) Rewards. + + + SOURCE: Points International Ltd (TSX Exchange: PTS) THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE FOR POINTS INTERNATIONAL: INVESTOR RELATIONS Steve Yuzpe Chief Financial Officer, Points International Ltd. Direct: +1 416 596-6382 Email: steve.yuzpe@points.com Or Ed Lewis CEOcast, Inc. for Points International Michael Wachs, 212-732-4300 elewis@ceocast.com BUSINESS DEVELOPMENT INQUIRIES Christopher Barnard, President, Points International Ltd. Direct: +1 416 596-6381 Email: christopher.barnard@points.com