SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ____________ Commission file number 0-23337 SPORTSLINE.COM, INC. (Exact name of Registrant as specified in its charter) Delaware 65-0470894 (State or other jurisdiction of I.R.S. Employer Identification No.) incorporation or organization) 2200 W. Cypress Creek Road Fort Lauderdale, Florida 33309 (Address of principal executive offices) (Zip Code) (954) 351-2120 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Number of shares of common stock outstanding as of September 30, 2000: 26,442,669 Page 1 of 16 Pages PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS PAGE ---- Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2000 and December 31, 1999.................... 3 Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2000 and 1999................................................. 4 Condensed Consolidated Statements of Changes in Shareholders' Equity (unaudited) for the nine months ended September 30, 2000.................................................................... 5 Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2000 and 1999........................................................... 6 Notes to Condensed Consolidated Financial Statements (unaudited).................................................... 7 2 SPORTSLINE.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (amounts in thousands except share data) (UNAUDITED) September 30, December 31, 2000 1999 ---- ---- ASSETS CURRENT ASSETS: Cash and cash equivalents................................. $ 73,458 $ 45,968 Marketable securities..................................... 68,396 24,953 Deferred advertising and content costs.................... 19,530 19,530 Accounts receivable, net.................................. 15,908 11,875 Prepaid expenses and other current assets................. 11,587 14,657 ---------- ---------- Total current assets.................................. 188,879 116,983 NONCURRENT MARKETABLE SECURITIES............................. --- 50,052 LICENSING RIGHTS............................................. 2,833 4,533 NONCURRENT DEFERRED ADVERTISING AND CONTENT.................. 15,750 32,398 PROPERTY AND EQUIPMENT, net.................................. 17,916 10,351 GOODWILL, net................................................ 37,522 42,823 OTHER ASSETS................................................. 20,565 14,321 ---------- ---------- $ 283,465 $ 271,461 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable.......................................... $ 2,691 $ 3,296 Accrued liabilities....................................... 24,481 12,128 Current portion of deferred revenue....................... 25,106 4,160 Current portion of capital lease obligations.............. 5 170 ---------- ---------- Total current liabilities............................ 52,283 19,754 DEFERRED REVENUE - LONG TERM................................. 65,457 --- CONVERTIBLE SUBORDINATED NOTES............................... 19,608 19,608 ---------- ---------- Total liabilities.................................... 137,348 39,362 ---------- ---------- MINORITY INTEREST............................................ 60,778 7,443 ---------- ---------- COMMITMENTS AND CONTINGENCIES (Note 3) SHAREHOLDERS' EQUITY: Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of September 30, 2000 and December 31, 1999.............. --- --- Common stock, $0.01 par value, 200,000,000 shares authorized, 26,442,669 and 25,358,788 issued and outstanding as of September 30, 2000 and December 31, 1999, respectively...................... 264 254 Additional paid-in capital................................ 354,868 333,879 Accumulated other comprehensive income (loss)............. (5,575) 7 Accumulated deficit....................................... (264,218) (109,484) ---------- ---------- Total shareholders' equity............................ 85,339 224,656 ---------- ---------- $ 283,465 $ 271,461 ========== ========== The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated balance sheets. 3 SPORTSLINE.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands except share and per share data) (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, ------------- ------------- 2000 1999 2000 1999 ---- ---- ---- ---- REVENUE.................................................. $ 26,709 $ 15,155 $ 73,704 $ 39,235 COST OF REVENUE.......................................... 12,219 8,329 31,386 20,496 ----------- ---------- ----------- --------- GROSS PROFIT............................................. 14,490 6,826 42,318 18,739 ----------- ---------- ----------- --------- OPERATING EXPENSES: Product development.................................... 435 358 1,268 1,120 Sales and marketing.................................... 14,111 10,659 39,643 25,696 General and administrative............................. 8,971 5,930 28,126 13,948 Depreciation and amortization.......................... 10,296 7,631 30,650 20,190 ----------- ---------- ----------- --------- Total operating expenses..................... 33,813 24,578 99,687 60,954 ----------- ---------- ----------- --------- LOSS FROM OPERATIONS..................................... (19,323) (17,752) (57,369) (42,215) INTEREST EXPENSE......................................... (319) (1,631) (894) (3,895) INTEREST AND OTHER INCOME, net........................... 3,381 2,663 10,000 6,881 LOSS ON EQUITY INVESTMENTS............................... (114,285) --- (114,285) --- GAIN ON SALE OF E-COMMERCE SUBSIDIARIES.................. --- --- 7,814 --- ----------- ---------- ----------- --------- LOSS BEFORE EXTRAORDINARY GAIN........................... (130,546) (16,720) (154,734) (39,229) EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT ............ --- 21,808 --- 21,808 ----------- ---------- ----------- --------- NET INCOME (LOSS)........................................ $ (130,546) $ 5,088 $ (154,734) $ (17,421) =========== ========== =========== ========= NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED: Loss per share before extraordinary gain............ $ (4.94) $ (0.72) $ (5.91) $ (1.74) Extraordinary gain.................................. --- 0.94 --- 0.97 ----------- ---------- ----------- --------- Net income (loss) per share - basic and diluted..... $ (4.94) $ 0.22 $ (5.91) $ (0.77) =========== ========== =========== ========= WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING - BASIC AND DILUTED...................................... 26,435,512 23,262,812 26,179,127 22,585,447 =========== ========== =========== ========= The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements. 4 SPORTSLINE.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (amounts in thousands except share data) (UNAUDITED) Additional Other Paid-In Comprehensive Accumulated Comprehensive Shares Amount Capital Income (Loss) Deficit Loss ------ ------ ------- ------------- ------- ---- Balances at December 31, 1999 25,358,788 $ 254 $333,879 $ 7 $ (109,484) Exercise of CBS warrants 500,000 5 11,495 -- -- Noncash issuance of common stock and options pursuant to acquisition of subsidiary 277,152 3 8,161 -- -- Noncash issuance of common stock and options pursuant to sale of subsidiaries 28,439 -- 2,888 -- -- Equity activity of subsidiary -- -- (5,087) -- -- Issuance of common stock pursuant to the Employee Stock Purchase Plan 33,058 -- 531 -- -- Net proceeds from exercise of common stock warrants 57,000 1 364 -- -- Noncash issuance of common stock warrants -- -- 1,195 -- -- Issuance of common stock from exercise of employee options 188,232 1 1,442 -- -- Comprehensive loss: Net loss -- -- -- -- (154,734) $ (154,734) Cumulative translation adjustment -- -- -- (5,582) -- (5,582) ----------- Comprehensive loss $ (160,316) =========== ------------------------------------------------------------------------ Balances at September 30, 2000 26,442,669 $ 264 $354,868 (5,575) $(264,218) ======================================================================== The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements. 5 SPORTSLINE.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) (UNAUDITED) Nine Months Ended September 30, ------------------------ 2000 1999 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ...................................................................... $(154,734) $ (17,421) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization ............................................. 30,650 20,190 Other noncash expenses .................................................... 1,567 309 Minority interest in consolidated subsidiaries ............................ (1,992) (95) Loss on equity investments ................................................ 114,285 -- Gain on sale of e-commerce subsidiaries ................................... (7,814) -- Extraordinary gain on extinquishment of debt .............................. -- (21,808) Changes in operating assets and liabilities Accounts receivable .................................................... (5,481) (3,881) Prepaid expenses and other current assets .............................. 3,098 (3,378) Accounts payable ....................................................... 1,367 (1,943) Accrued liabilities .................................................... 10,417 4,220 Deferred revenue ....................................................... (11,424) 624 --------- --------- Net cash used in operating activities .................................. (20,061) (23,183) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Sales (Purchases) of marketable securities, net ............................... 1,608 (47,228) Purchases of property and equipment ........................................... (14,579) (5,051) Purchase of licensing rights .................................................. -- (8,500) Acquisition of businesses ..................................................... (11) (4,287) --------- --------- Net cash used in investing activities .................................. (12,982) (65,066) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of preferred stock of subsidiary ....................... 52,500 7,500 Net proceeds from issuance of common stock and exercise of common stock warrants and options ................................................ 13,839 5,894 Proceeds from issuance of convertible subordinated notes, net of costs ........ -- 145,445 Repurchase of convertible subordinated notes .................................. -- (37,568) Repayment of capital lease obligations and long term borrowings ............... (159) (197) --------- --------- Net cash provided by financing activities .............................. 66,180 121,074 --------- --------- Effect of exchange rate changes on cash ....................................... (5,647) -- --------- --------- Net increase in cash and cash equivalents ......................................... 27,490 32,825 CASH AND CASH EQUIVALENTS, beginning of period .................................... 45,968 31,684 ========= ========= CASH AND CASH EQUIVALENTS, end of period .......................................... $ 73,458 $ 64,509 ========= ========= SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: Noncash portion of sale of e-commerce subsidiaries ............................ $ 3,579 $ -- ========= ========= Noncash investments in businesses ............................................. $ 103,297 $ -- ========= ========= Noncash issuance of common stock warrants to PGA Tour ......................... $ -- $ 3,238 ========= ========= Noncash issuance of common stock pursuant to acquisition of subsidiary ........ $ 8,164 $ 3,147 ========= ========= Noncash issuance of common stock of subsidiary ................................ $ -- $ 4,936 ========= ========= Noncash issuance of common stock and options pursuant to sale of subsidiaries $ 2,888 $ -- ========= ========= Noncash issuance of common stock warrants ..................................... $ 1,195 $ -- ========= ========= Noncash issuance of common stock and common stock warrants pursuant to CBS agreement .......................................................... $ -- $ 59,688 ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest ........................................................ $ 988 $ 2,376 ========= ========= The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements. 6 SPORTSLINE.COM, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands except share and per share data) (1) NATURE OF OPERATIONS: SportsLine.com, Inc. ("SportsLine.com" or the "Company"), formerly known as SportsLine USA, Inc., was incorporated on February 23, 1994 and began recognizing revenue from its operations in September 1995. The Company is at the leading edge of media companies, providing Internet sports content, community and e-commerce on a global basis. SportsLine.com's content includes more than one million pages of multimedia sports information, entertainment and merchandise. The Company's flagship Internet sports service (http://cbs.sportsline.com) was renamed CBS SportsLine.com as part of an exclusive promotional and content agreement with CBS Corporation ("CBS") in March 1997. SportsLine.com produces the official league Web sites for Major League Baseball, PGA TOUR and NFL Europe League, and serves as the primary sports content provider for America Online, Netscape and Excite. Sports.com Limited ("Sports.com"), a majority owned subsidiary of SportsLine.com, launched its first site in August 1999 and is the leading mobile and fixed internet provider of European sports content, community and commerce providing comprehensive European coverage in English of football, rugby, Formula One, rally, cricket, boxing, tennis and golf as well all sports in local languages in France, Germany, Italy and Spain. The Company distributes a broad range of up-to-date news, scores, player and team statistics and standings, photos and audio and video clips obtained from CBS and other leading sports news organizations and the Company's superstar athletes; offers instant odds and picks; produces and distributes entertaining, interactive and original programming such as editorials and analyses from its in-house staff and freelance journalists; and produces and offers contests, games, and fantasy league products. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of SportsLine.com and its wholly and majority owned subsidiaries. The Company acquired International Golf Outlet, Inc. in June 1998 and TennisDirect.com, Inc. in August 1999, and accounted for these transactions using the purchase method of accounting. The purchases resulted in goodwill of $3,180. Such goodwill was being amortized over an estimated life of ten years. In May 1999, the Company acquired Golf Club Trader, Inc. The purchase was accounted for using the pooling-of-interests method of accounting. As of January 2000, the aforementioned companies were sold to MVP.com, Inc. ("MVP") in exchange for an equity interest in MVP resulting in a one-time gain of $7,814. In addition, the Company entered into a 10-year strategic e-commerce and marketing agreement with MVP pursuant to which MVP operates the Company's domestic e-commerce business. These transactions with MVP resulted in the Company receiving an investment in MVP totaling $100,000. Such investment was initially recorded at estimated fair value. During the third quarter 2000, the Company deemed its investment in MVP to be permanently impaired and wrote down the value of its investment to $5,000. The Company's estimate was based on the recent market downturn during the second and third quarters of 2000 which caused similar declines in publicly-traded internet e-commerce companies' market values, the difficulty experienced by MVP in raising additional capital and an assessment of MVP's financial condition and prospects. Additionally, MVP is overdue with its scheduled payment for the fourth quarter of 2000 and is negotiating with the Company and its other financial and strategic partners to obtain additional funding. The Company also is discussing with MVP a potential restructuring of payment terms for the remainder of the MVP agreement, conditioned on MVP securing additional financing. The Company cannot currently predict the outcome of these discussions. Furthermore, several of the Company's other equity investments in certain Internet companies have been adversely affected by the recent market downturn and these were written down by $19,285. Sports.com was formed in May 1999. In May 1999, Sports.com purchased SportsWeb, which was accounted for using the purchase method of accounting, which resulted in goodwill of $584 that is being amortized over five years. In June 1999, Sports.com acquired the sports division of Infosis Group. The Company also accounted for this transaction using the purchase method of accounting resulting in goodwill of $2,526 which is being amortized over five years. A liability of $60,778 has been reflected in the Company's consolidated balance sheet as of September 30, 2000 to reflect the minority interest in Sports.com. The Company consolidates 100% of the losses of Sports.com which has historically been offset by the allocation of a portion of such losses to third party holders of Sports.com common stock. However, pursuant to generally accepted accounting principles, the Company is only able to allocate such losses to third party holders of common stock up to the amount of such third parties' investment in the common stock. Accordingly, in future periods, the Company expects to recognize 100% of the losses of Sports.com without offsets. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, consisting 7 SPORTSLINE.COM, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (amounts in thousands except share and per share data) (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(Continued) only of normal recurring accruals considered necessary for a fair presentation, have been included in the accompanying unaudited financial statements. All significant intercompany transactions and balances have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2000 are not necessarily indicative of the results that may be expected for any subsequent period or the full year ending December 31, 2000. For further information, refer to the consolidated financial statements and notes thereto, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1999. Certain prior period amounts have been reclassified to conform to the current period presentation. Per Share Amounts Net loss per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of the incremental common shares issuable upon conversion of all convertible preferred stock (using the if-converted method) and shares issuable upon exercise of stock options and warrants (using the treasury stock method). There were 8,573,357 and 8,120,472 options and warrants outstanding at September 30, 2000 and 1999, respectively, that could potentially dilute earnings per share in the future. Such options and warrants were not included in the computation of diluted net loss per share because to do so would have been antidilutive for all periods presented. Revenue by Type Revenue by type for the three months and nine months ended September 30, 2000 and 1999 is as follows: Three Months Ended Nine Months Ended September 30, September 30, --------------------------------------------------------------- 2000 1999 2000 1999 ---- ---- ---- ---- Advertising........................................ $20,907 $7,797 $59,604 $20,082 Subscription based services........................ 1,780 1,338 4,913 3,996 E-commerce......................................... 29 3,660 93 9,542 Content licensing and other........................ 3,993 2,360 9,094 5,615 ------------ ----------- ----------- ----------- $26,709 $15,155 $73,704 $39,235 ============ =========== =========== =========== Barter transactions, in which the Company primarily received advertising in exchange for content or advertising on its Web sites, accounted for approximately 14% and 18% of total revenue for the three months ended September 30, 2000 and 1999, respectively. Barter transactions are recorded on a basis consistent with similar recent cash transactions of the Company pursuant to EITF Issue No. 99-17, "Accounting for Advertising Barter Transactions." Barter transactions accounted for 15% and 19% of total revenue for the nine months ended September 30, 2000 and 1999, respectively. Equity transactions, in which the Company received equity in companies in exchange for advertising and promotion accounted for approximately 17% and 0% of total revenue for the three months ended September 30, 2000 and 1999, respectively, and 15% and 0% of total revenue for the nine months ended September 30, 2000 and 1999, respectively. Recent Accounting Pronouncements The Company adopted SFAS No. 130, "Reporting Comprehensive Income," during the year ended December 31, 1998. SFAS No. 130 establishes standards for the reporting and display of comprehensive income (loss) and its components in a full set of financial statements. The objective of SFAS No. 130 is to report comprehensive income (loss), a measure of all changes in equity of an enterprise that result from transactions and other economic events in a period, other than transactions with owners. The Company has elected to disclose comprehensive income (loss) in the consolidated statements of stockholders' equity. For the three and nine months ended September 30, 1999, comprehensive loss equaled net loss. For the three and nine months ended September 30, 2000, comprehensive loss equaled $132,119 and $160,316, respectively. In June 1999, the Financial Accounting Standards Board ("FASB") issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities-Deferral of FASB Statement No. 133." SFAS No. 137 defers for one year the effective date of 8 SPORTSLINE.COM, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (amounts in thousands except share and per share data) (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(Continued) SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 will now apply to all fiscal quarters of all fiscal years beginning after June 15, 2000. SFAS No. 133, as further amended by SFAS No. 138, will require the Company to recognize all derivatives on the balance sheet as either assets or liabilities measured at fair value. Derivatives that do not qualify for hedge accounting must be adjusted to fair value through income. The Company will adopt SFAS No. 133 effective January 1, 2001. The Company believes that the adoption of SFAS No. 133 will not have a material impact on its consolidated financial statements, as the Company currently has no derivatives. The Company adopted SOP 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" effective January 1, 1999. SOP 98-1 establishes criteria for determining which costs of developing or obtaining internal-use computer software should be charged to expense and which should be capitalized. Such adoption did not have a material effect on the Company's consolidated financial position or results of operations. The Emerging Issues Task Force (EITF) of the FASB reached a consensus on EITF Issue 00-2, "Accounting for Web Site Development Costs." This consensus provides guidance on what types of costs incurred to develop Web sites should be capitalized or expensed. The Company adopted this consensus on July 1, 2000. Such adoption did not have a material effect on the Company's consolidated financial position or results of operations. In July 2000, the EITF reached a consensus on EITF Issue 99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent." This consensus provides guidance concerning under what circumstances a company should report revenue based on (a) the gross amount billed to a customer because it has earned revenue from the sale of goods or services or (b) the net amount retained (that is, the amount billed to the customer less the amount paid to a supplier) because it has earned a commission or fee. Application of the provisions of this consensus did not change the Company's existing accounting policies. In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." SAB 101 summarizes certain of the SEC's views in applying generally accepted accounting principles to revenue recognition in financial statements. In June 2000, the SEC issued SAB No. 101B to defer the effective date of implementation of SAB 101. The Company is required to adopt SAB 101 in the fourth quarter of fiscal 2000. The Company does not expect the adoption of SAB 101 to have a material effect on its financial position or results of operations. Segment Reporting The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" for the year ended December 31, 1998. SFAS No. 131 establishes standards for the way public business enterprises report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders. In the third quarter of 1999, the Company began operating in two segments. The following information is disclosed, per SFAS No. 131, based on the method management uses to organize financial information for making operating decisions and assessing performance. The Company currently has two major lines of businesses that share the same infrastructure: United States and Europe. A summary of the segment financial information is as follows: Three Months Ended Nine Months Ended September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999 --------------------------------------------- ------------------------------------------ Total revenue: United States $ 23,701 $ 14,579 $ 67,113 $ 38,659 Europe 3,008 576 6,591 576 --------------------- ---------------------- ------------------- --------------------- $ 26,709 $ 15,155 $ 73,704 $ 39,235 ===================== ====================== =================== ===================== Loss from operations: United States $ (11,345) $ (16,064) $ (34,276) $ (40,527) Europe (7,978) (1,688) (23,093) (1,688) --------------------- ---------------------- ------------------- --------------------- $ (19,323) $ (17,752) $ (57,369) $ (42,215) ===================== ====================== =================== ===================== 9 SPORTSLINE.COM, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (amounts in thousands except share and per share data) (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(Continued) Interest income (expense), net: United States $ 2,685 $ 881 $ 6,753 $ 2,835 Europe 377 151 2,353 151 --------------------- ---------------------- ------------------- --------------------- $ 3,062 $ 1,032 $ 9,106 $ 2,986 ===================== ====================== =================== ===================== Net loss before extraordinary gain: United States $ (122,945) $ (15,183) $ (133,994) $ (37,692) Europe (7,601) (1,537) (20,740) (1,537) --------------------- ---------------------- ------------------- --------------------- $ (130,546) $ (16,720) $ (154,734) $ (39,229) ===================== ====================== =================== ===================== Total assets as of September 30: United States $ 241,729 $ 282,929 Europe 41,736 14,426 ------------------- --------------------- $ 283,465 $ 297,355 ========================================== (3) COMMITMENTS AND CONTINGENCIES: On December 28, 1999, an action entitled Fantasy Sports Properties, Inc. v. SportsLine.com, Inc., Yahoo! Inc., ESPN, Inc. and Sandbox Entertainment, Inc., was commenced in the United States District Court for the Eastern District of Virginia. The plaintiff seeks damages and injunctive relief for the alleged infringement by the Company and the named co-defendants of a U.S. patent entitled "Computerized Statistical Football Game," which is allegedly owned by the plaintiff. The Company in its Answer, Affirmative Defenses and Counterclaim has taken the position that it has not infringed the subject patent and that the patent is invalid, and has sought a declaratory judgment of non-infringement and invalidity. The Company intends to vigorously defend itself in this action. From time to time, the Company is involved in other litigation arising out of its operations in the normal course of business. In the opinion of management, the Company is not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, would have a material adverse effect on the Company's consolidated financial position or results of operations. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements which involve risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures, the growth rate of the Internet, constantly changing technology and market acceptance of the Company's products and services. Investors are also directed to consider the other risks and uncertainties discussed in the Company's Securities and Exchange Commission filings, including those discussed under the caption "Risk Factors That May Affect Future Results" in the Company's Annual Report on Form 10-K/A for the year ended December 31, 1999. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The following discussion also should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto included elsewhere in this Report. Results of Operations Revenue Total revenue for the quarter ended September 30, 2000 and 1999 was $26,709,000 and $15,155,000, respectively. Total revenue for the nine months ended September 30, 2000 and 1999 was $73,704,000 and $39,235,000, respectively. The increase in revenue was primarily due to increased advertising sales and content licensing. Advertising revenue for the three months ended September 30, 2000 and 1999 represented 78% and 51%, respectively, of total revenue. Advertising revenue increased primarily as a result of a higher number of impressions sold and revenue recognized under the MVP agreement which commenced during the first quarter of 2000. Contributing to the increase in advertising sales during the three and nine months ended September 30, 2000 were (i) increased spending by repeat traditional advertisers such as Anheuser Busch, MasterCard, and Miller Lite; (ii) increased revenue from major golf tournaments such as The PGA Championship as a result of the Company capitalizing on its relationship with the PGA TOUR; (iii) increased cross-selling efforts pursuant to the Company's relationship with CBS during the start of the NCAA Football and NFL seasons; (iv) the shift from paid to free fantasy enabling the Company to allow advertisers such as Miller Lite to capitalize on a larger audience and (v) an increase in the number of impressions available for sale. MVP is overdue with its scheduled payment for the fourth quarter of 2000 and is negotiating with the Company and its other financial and strategic partners to obtain additional funding. The Company also is discussing with MVP a potential restructuring of payment terms for the remainder of the MVP agreement, conditioned on MVP securing additional financing. The Company cannot currently predict the outcome of these discussions. Subscription based services revenue increased $442,000 in the three months ended September 30, 2000 compared to the same period in 1999 and $917,000 in the nine months ended September 30, 2000 compared to the same period in 1999. Subscription based services revenue from memberships decreased in 2000 due to a restructuring of the Company's membership program. However, commencing in the second quarter of 2000 the Company began to recognize subscription revenue relating to statistical data and other content as a result of its acquisition of DBC Sports. In July 2000, the Company began offering its fantasy products and services for free which will result in a decline in subscription service revenue in further periods. However, the Company expects this new strategy to result in an increase in fantasy players and enhance its ability to generate incremental advertising revenue through database marketing and new sponsorship and advertising sales. E-commerce revenue decreased to $29,000 in the three months ended September 30, 2000 from $3,660,000 for the three months ended September 30, 1999. E-commerce revenue decreased to $93,000 in the nine months ended September 30, 2000 from $9,542,000 for the nine months ended September 30, 1999. Effective as of January 1, 2000, the Company sold its domestic e-commerce business to MVP. E-commerce revenue currently consists solely of revenue generated by Sports.com. Content licensing and other revenue increased $1,633,000 in the three months ended September 30, 2000 compared to the same period in 1999 and $3,479,000 in the nine months ended September 30, 2000 compared to the same period in 1999. The increase in content revenue was mostly due to fees generated by Sports.com for the production of the official French Olympic site and to a lesser extent other international content revenue. As of September 30, 2000, the Company had current deferred revenue of $25,106,000, of which $14,126,000 related to its multi-year agreements with Internet Sports Network and theglobe.com, and $65,457,000 of long-term deferred revenue related to the agreement with MVP relating to services which had not yet been provided. Barter transactions, in which the Company primarily received advertising in exchange for content or advertising on its Web sites, accounted for approximately 14% and 18% of total revenue for the three months ended September 30, 2000 and 1999, respectively. Barter transactions accounted for 15% and 19% of total revenue for the nine months ended September 30, 2000 and 1999, respectively. Barter transactions are recorded on a basis consistent with similar recent cash transactions of the Company pursuant to EITF Issue No. 99-17, "Accounting for Advertising Barter Transactions." Management intends to continue to maximize 11 cash advertising and content licensing revenue, although the Company will continue to enter into barter relationships when deemed appropriate. Equity transactions, in which the Company received equity in companies in exchange for advertising and promotion, accounted for approximately 17% and 0% of total revenue for the three months ended September 30, 2000 and 1999, respectively, and 15% and 0% of total revenue for the nine months ended September 30, 2000 and 1999, respectively. Cost of Revenue Cost of revenue for the three months ended September 30, 2000 and 1999 was $12,219,000 and $8,329,000, respectively. Cost of revenue for the nine months ended September 30, 2000 and 1999 was $31,386,000 and $20,496,000 respectively. The increase in cost of revenue was primarily the result of increased revenue sharing under the Company's agreements with CBS, Major League Baseball and the PGA TOUR and, to a lesser extent, increases in the costs of content fees and telecommunications needed to support and deliver services. Also contributing to the increase was Sports.com's production costs related to the French Olympic site and the continuing high level of employee costs required for its start up (Sports.com accounted for 35% of total consolidated cost of revenue in the third quarter of 2000). As a percentage of revenue, cost of revenue decreased to 46% for the three months ended September 30, 2000 from 55% for the three months ended September 30, 1999. For the nine months ended September 30, 2000 and 1999 cost of revenue decreased to 43% from 52%. Gross Profit Gross profit for the three months ended September 30, 2000 and 1999 was $14,490,000 and $6,826,000, respectively. Gross profit for the nine months ended September 30, 2000 and 1999 was $42,318,000 and $18,739,000 respectively. The increase in gross profit was primarily attributable to an increase in advertising revenue as a percentage of total revenues and the decrease in e-commerce revenue. E-commerce revenue historically has had lower gross profit margins than advertising revenue; effective January 1, 2000, the Company sold its domestic e-commerce business to MVP. Consequently, as a percentage of revenue, gross profit increased to 54% for the three months ended September 30, 2000 from 45% for the three months ended June 30, 1999. For the nine months ended September 30, 2000 and 1999 gross profit increased to 57% from 48%. Operating Expenses Product Development. For the three months ended September 30, 2000 and 1999, product development costs were $435,000 and $358,000, respectively. For the nine months ended September 30, 2000 and 1999, product development costs were $1,268,000 and $1,120,000, respectively. The Company believes that investments in product development are required to remain competitive. Consequently, the Company intends to continue to invest resources in product development. As a percentage of revenue, product development expense was 2% for the three and nine months ended September 30, 2000 and for the three and nine months ended September 30, 1999. Sales and Marketing. For the three months ended September 30, 2000 and 1999, sales and marketing expense was $14,111,000 and $10,659,000, respectively. Sales and marketing expense for the nine months ended September 30, 2000 and 1999 was $39,643,000 and $25,696,000 respectively. The increase in sales and marketing expense was primarily the result of increased advertising in television and other related to the launch of the Company's free fantasy offerings, as well as the addition of expenses related to Sports.com. These increases were partially offset by expenses eliminated or reduced as a result of the sale of the Company's domestic e-commerce business effective January 1, 2000. For the three months ended September 30, 2000, Sports.com accounted for $3,928,000, or 28%, of sales and marketing expense. Barter transactions accounted for approximately 28% and 26% of sales and marketing expense for the three months ended September 30, 2000 and 1999, respectively and 27% and 29% of sales and marketing expense for the nine months ended September 30, 2000 and 1999, respectively. As a percentage of revenue, sales and marketing expense decreased to 53% for the three months ended September 30, 2000 from 70% for the three months ended September 30, 1999. For the nine months ended September 30, 2000 and 1999 sales and marketing decreased to 54% from 65%, as a percentage of revenue. General and Administrative. General and administrative expense for the three months ended September 30, 2000 and 1999 was $8,971,000 and $5,930,000, respectively. General and administrative expense for the nine months ended September 30, 2000 and 1999 was $28,126,000 and $13,948,000 respectively. The increase in general and administrative expense in the third period was primarily attributable to expenses related to Sports.com, including increases in rent and occupancy expense and payroll. The increase in salary and related expenses was due to the addition of personnel, particularly in the technology area. The Company increased general and administrative expense in order to develop and maintain the administrative infrastructure necessary to support the growth of its business. Sports.com accounted for 27% of total general and administrative expense in the third quarter of 2000. The Company expects to incur additional start-up expenses as Sports.com continues its expansion in the European market. As a percentage of revenue, general and administrative expense decreased to 34% for the three months ended September 30, 2000 from 39% for the three 12 months ended September 30, 1999, and increased to 38% for the nine months ended September 30, 2000 from 36% for the nine months ended September 30, 1999. Depreciation and Amortization. Depreciation and amortization expense was $10,296,000 and $7,631,000 for the three months ended September 30, 2000 and 1999, respectively. Depreciation and amortization expense was $30,650,000 and $20,190,000 for the nine months ended September 30, 2000 and 1999, respectively. The increase in depreciation and amortization expense was primarily due to the amortization of amounts related to the Company's agreements with CBS, PGA TOUR and Westwood One and Sports.com's agreement with IMG and, to a lesser extent, additional property and equipment. Additionally, goodwill amortization increased because of acquisitions made by the Company in the second half of 1999. In future periods, the Company anticipates total amortization expense to increase as a result of the agreements mentioned above and the goodwill amortization of recent acquisitions. Under the Company's agreement with CBS, the Company issued shares of Common Stock and warrants to purchase Common Stock in consideration of CBS's advertising and promotional efforts and its license to the Company of the right to use certain CBS logos and television-related sports content. The value of the advertising and content will be recorded annually in the balance sheet as deferred advertising and content costs and amortized to depreciation and amortization expense over each related contract year. Total expense under the CBS agreement was $12,966,000 for the nine months ended September 30, 2000 and will be $4,322,000 for the remainder of 2000. Under the Company's current agreement with AOL, which became effective in October 1998, the Company issued shares of Common Stock and warrants to purchase Common Stock and made a cash payment in consideration of AOL's advertising and promotional efforts. The value of the advertising has been recorded on the balance sheet as deferred advertising costs and is amortized to depreciation and amortization expense over each related contract year. Total amortization expense under the AOL agreement was $3,681,000 for the nine months ended September 30, 2000 and will be $1,227,000 for the remainder of 2000. The AOL agreement expires in October 2001. Under the Company's agreement with Westwood One, which became effective in August 1999, the Company issued shares of Common Stock in consideration for a three-year promotional and programming agreement. The value of the common stock has been recorded on the balance sheet as deferred consulting costs and is amortized to depreciation and amortization expense over each related contract year. Total amortization expense under the Westwood One agreement was $2,250,000 for the nine months ended September 30, 2000 and will be $750,000 for the remainder of 2000. Under the Company's agreement with PGA TOUR, which became effective in April 1999, the Company paid an up-front licensing fee of $8,500,000. The licensing fee has been recorded on the balance sheet as licensing rights and is amortized to depreciation and amortization expense over each related contract year. Total amortization expense under PGA TOUR agreement was $1,701,000 for the nine months ended September 30, 2000 and will be $567,000 for the remainder of 2000. Interest Expense. Interest expense was $319,000 for the three months ended September 30, 2000 compared to $1,631,000 for the three months ended September 30, 1999. Interest expense was $894,000 for the nine months ended September 30, 2000 compared to $3,895,000 for the nine months ended September 30, 1999. The decrease in interest expense was primarily due to the retirement in the third and fourth quarters of 1999 of approximately $130,000,000 of the $150,000,000 principal amount of Convertible Subordinated Notes which were originally issued in March 1999. Interest and Other Income, Net. Interest and other income, net for the three months ended September 30, 2000 was $3,381,000 compared to $2,663,000 for the three months ended September 30, 1999. Interest and other income, net for the nine months ended September 30, 2000 was $10,000,000 compared to $6,881,000 for the nine months ended September 30, 1999. The increase was primarily attributable to the higher than average balances of cash and cash equivalents and marketable securities. Sports.com contributed to the increase by recording a realized gain on currency exchange upon receipt of funding of a private placement of preferred stock during the first quarter of 2000. Loss on Equity Investments. Several of the Company's equity investments in certain Internet companies, including MVP, have been adversely affected by the recent market downturn, which has significantly decreased their equity valuations. As a result, during the third quarter of 2000 the Company recorded a non-cash charge of $114,285,000 to write down the value of these investments to their estimated fair value as of September 30, 2000. Gain on Sale of E-Commerce Subsidiaries. Effective January 1, 2000, the Company sold to MVP three of its subsidiaries which engaged in e-commerce activity (International Golf Outlet, Inc., Golf Club Trader, Inc. and TennisDirect.com, Inc.). The sale resulted in a one-time gain of $7,814,000 recognized during the nine months ended September 30, 2000. 13 Liquidity and Capital Resources As of September 30, 2000, the Company's primary source of liquidity consisted of $73,458,000 in cash and cash equivalents, an increase of $27,490,000 from December 31, 1999, and $68,396,000 in current marketable securities, an increase of $43,443,000 from December 31, 1999. The increase in cash and cash equivalents is primarily due to a private placement of preferred stock by Sports.com in the first quarter of 2000. The increase in current marketable securities is the result of changes in investment maturities (which was offset by a decrease of $50,052,000 in noncurrent marketable securities from December 31, 1999). The Company has obtained revolving credit facilities for the lease financing of computers and other equipment purchases. Outstanding amounts under the facilities bear interest at variable rates of approximately 9%. As of September 30, 2000, the Company owed $5,000 under these facilities which will be repaid in the fourth quarter. As of September 30, 2000, current deferred advertising and content costs totaled $19,530,000 and long-term deferred advertising and content costs totaled $15,750,000, which represented costs related to the CBS and AOL agreements. These amounts will be amortized to depreciation and amortization expense over the terms of the respective agreement. Accrued liabilities totaled $24,481,000 as of September 30, 2000, an increase of $12,353,000 from December 31, 1999, primarily due to increases in accruals for expenses related to sale of the Company's e-commerce subsidiaries to MVP, deferred rent and revenue sharing. Net cash used in operating activities was $20,061,000 and $23,183,000 for the nine months ended September 30, 2000 and 1999, respectively. The principal uses of cash for all periods were to fund the Company's net losses from operations and the increase in accounts receivable and deferred revenue, partially offset by increases in depreciation and amortization and accrued liabilities. Net cash used in investing activities was $12,982,000 and $65,066,000 for the nine months ended September 30, 2000 and 1999, respectively. The principal use of cash during 2000 in investing activities was for the purchases of property and equipment related to the Company's facilities. In 1999, net cash used in investing activities was primarily for the purchase of current and non-current marketable securities. Net cash provided by financing activities was $66,180,000 and $121,074,000 for the nine months ended September 30, 2000 and 1999, respectively. Financing activities in 2000 consisted principally of the issuance of a private placement of preferred stock by Sports.com and the exercise of warrants by CBS. In 1999, financing activities consisted mainly of the issuance of the Convertible Subordinated Notes. Although the Company has no material commitments for capital expenditures, it anticipates purchasing approximately $3.0 million of property and equipment during the remainder of 2000, primarily computer equipment and furniture and fixtures related to the growth of the business, including the expansion of Sports.com's infrastructure in Europe. The Company intends to continue to pursue acquisitions of or investments in businesses, services and technologies that are complementary to those of the Company. The Company believes that its current cash and marketable securities will be sufficient to fund its working capital and capital expenditure requirements for at least the next 24 to 36 months. However, the Company expects to continue to incur significant operating losses on a consolidated basis for at least the next 24 to 36 months. To the extent the Company requires additional funds to support its operations or the expansion of its business, the Company may sell additional equity, issue debt or convertible securities or obtain credit facilities through financial institutions. There can be no assurance that additional financing, if required, will be available to the Company in amounts or on terms acceptable to the Company. Seasonality The Company expects that its revenue will be higher leading up to and during major U.S. sports seasons and lower at other times of the year, particularly during the summer months. In addition, the effect of such seasonal fluctuations in revenue could be enhanced or offset by revenue associated with major sports events that do not occur every year, such as the Olympics and the World Cup events. The Company believes that advertising sales in traditional media, such as television, generally are lower in the first and third calendar quarters of each year, and that advertising expenditures fluctuate significantly with economic cycles. Depending on the extent to which the Internet is accepted as an advertising medium, seasonality and the cyclical nature of the level of Internet advertising expenditures could become more pronounced. The foregoing factors could have a material adverse affect on the Company's business, results of operations and financial condition. Recent Accounting Pronouncements The Company adopted SFAS No. 130, "Reporting Comprehensive Income," during the year ended December 31, 1998. SFAS No. 130 establishes standards for the reporting and display of comprehensive income (loss) and its components in a full set of financial statements. The objective of SFAS No. 130 is to report comprehensive income (loss); a measure of all changes in equity of 14 an enterprise that result from transactions and other economic events in a period, other than transactions with owners. The Company has elected to disclose comprehensive income (loss) in the consolidated statements of stockholders' equity. For the three and nine months ended September 30, 1999, comprehensive loss equaled net loss. For the three and nine months ended September 30, 2000, comprehensive loss equaled $132,119 and $160,316, respectively. In June 1999, the Financial Accounting Standards Board ("FASB") issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities-Deferral of FASB Statement No. 133." SFAS No. 137 defers for one year the effective date of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 will now apply to all fiscal quarters of all fiscal years beginning after June 15, 2000. SFAS No. 133, as further amended by SFAS No. 138, will require the Company to recognize all derivatives on the balance sheet as either assets or liabilities measured at fair value. Derivatives that do not qualify for hedge accounting must be adjusted to fair value through income. The Company will adopt SFAS No. 133 effective January 1, 2001. The Company believes that the adoption of SFAS No. 133 will not have a material impact on its consolidated financial statements, as the Company currently has no derivatives. The Company adopted SOP 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" effective January 1, 1999. SOP 98-1 establishes criteria for determining which costs of developing or obtaining internal-use computer software should be charged to expense and which should be capitalized. Such adoption did not have a material effect on the Company's financial position or results of operations. The Emerging Issues Task Force (EITF) of the FASB reached a consensus on EITF Issue 00-2, "Accounting for Web Site Development Costs." This consensus provides guidance on what types of costs incurred to develop Web sites should be capitalized or expensed. The Company adopted this consensus on July 1, 2000. Such adoption did not have a material effect on the Company's consolidated financial position or results of operations. In July 2000, the EITF reached a consensus on EITF Issue 99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent." This consensus provides guidance concerning under what circumstances a company should report revenue based on (a) the gross amount billed to a customer because it has earned revenue from the sale of goods or services or (b) the net amount retained (that is, the amount billed to the customer less the amount paid to a supplier) because it has earned a commission or fee. Application of the provisions of this consensus did not change the Company's existing accounting policies. In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." SAB 101 summarizes certain of the SEC's views in applying generally accepted accounting principles to revenue recognition in financial statements. In June 2000, the SEC issued SAB No. 101B to defer the effective date of implementation of SAB 101. The Company is required to adopt SAB 101 in the fourth quarter of fiscal 2000. The Company does not expect the adoption of SAB 101 to have a material effect on its financial position or results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's exposure to market rate risk for changes in interest rates relates primarily to the Company's investment portfolio. The Company has not used derivative financial instruments in its investment portfolio. The Company invests its excess cash in debt instruments of the U.S. Government and its agencies, and in high-quality corporate issuers and, by policy, limits the amount of credit exposure to any one issuer. The Company protects and preserves its invested funds by limiting default, market and reinvestment risk. Investments in both fixed rate and floating rate interest earning instruments carries a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, the Company's future investment income may fall short of expectations due to changes in interest rates or the Company may suffer losses in principal if forced to sell securities which have declined in market value due to changes in interest rates. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable. ITEM 2. CHANGE IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None 15 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. 27.1 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed during the three-month period ended September 30, 2000. SIGNATURES Pursuant to the requirements 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. Date: November 13, 2000 SPORTSLINE.COM, INC. (Registrant) /s/ Michael Levy ---------------------------------------- Michael Levy President and Chief Executive Officer /s/ Kenneth W. Sanders ------------------------------- Kenneth W. Sanders Chief Financial Officer 16 EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION - ----------- ------------------- 27.1 Financial Data Schedule