STAMPS.COM INC - 10-Q Quarterly Report

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UNITED STATES

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 June 30, 2004

¨ 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 000-26427

______________

Stamps.com Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	77-0454966
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification No.)

Address of Principal Executive Offices:

12959 Coral Tree Place

Los Angeles, California 90066

Registrant’s Telephone Number, Including Area Code: (310) 482-5800

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report:

3420 Ocean Park Boulevard, Suite 1040

Santa Monica, California 90405

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

As of August 5, 2003, there were approximately 22,602,966 shares of the registrant’s common stock, $0.001 par value per share, issued and outstanding.

STAMPS.COM INC.

FORM 10-Q QUARTERLY REPORT FOR THE QUARTER ENDED JUNE 30, 2004

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION		2

ITEM 1. FINANCIAL STATEMENTS		2

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		10

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		24

ITEM 4. CONTROLS AND PROCEDURES		24

PART II. OTHER INFORMATION		25

ITEM 1. LEGAL PROCEEDINGS		25

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS		25

ITEM 3. DEFAULTS UPON SENIOR SECURITIES		26

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		26

ITEM 5. OTHER INFORMATION		26

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K		26


	1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STAMPS.COM INC.
BALANCE SHEETS
(in thousands, except per share data)

		June 30,			December 31,
		2004			2003

	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	10,240		$	24,526
Restricted cash		554			3,722
Short-term investments		7,591			47,688
Trade accounts receivable		1,210			948
Other accounts receivable		93			777
Other current assets		778			671

Total current assets		20,466			78,332
Property and equipment, net		3,342			4,213
Intangible assets, net		5,315			5,870
Long-term investments		64,208			86,838
Other assets		3,097			3,011

Total assets	$	96,428		$	178,264

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	4,098		$	3,779

Total current liabilities		4,098			3,779
Commitments and contingencies
Stockholders’ equity:
Common stock, $.001 par value
Authorized shares 47,500 in 2003 and 2002
Issued shares of 22,539 in 2004 and 22,388 in 2003
Outstanding shares of 22,369 in 2004 and 22,064 in 2003		45			45
Additional paid-in capital		600,464			676,568
Accumulated deficit		(506,227	)		(499,379	)
Treasury Stock, at cost, 170 shares in 2004 and 324 shares in 2003		(1,411	)		(2,673	)
Accumulated other comprehensive loss		(541	)		(76	)

Total stockholders’ equity		92,330			174,485

Total liabilities and stockholders’ equity	$	96,428		$	178,264

The accompanying notes are an integral part of these financial statements.


	2

STAMPS.COM INC.
STATEMENTS OF OPERATIONS
(in thousands, except per share data; unaudited)

	Three Months ended June 30,						Six Months ended June 30,

		2004			2003			2004			2003

Revenues:
Service	$	6,641		$	4,157		$	12,616		$	8,086
Product		1,520			805			3,125			1,432

Total revenues		8,161			4,962			15,741			9,518
Cost of revenues:
Service		2,521			1,541			4,922			3,052
Product		466			253			995			476

Total cost of revenues		2,987			1,794			5,917			3,528

Gross profit		5,174			3,168			9,824			5,990
Operating expenses:
Sales and marketing		2,733			1,149			5,731			2,137
Research and development		1,404			1,177			3,684			2,383
General and administrative		2,651			4,331			7,032			7,978
Restructuring and writedown charges		—			270			—			270

Total operating expenses		6,788			6,927			16,447			12,768

Loss from operations		(1,614	)		(3,759	)		(6,623	)		(6,778	)
Other income (loss):
Interest income		256			916			762			1,866
Loss on disposal of assets		(987	)		—			(987	)		—

Total other income (loss)		(731	)		916			(225	)		1,866

Net loss	$	(2,345	)	$	(2,843	)	$	(6,848	)	$	(4,912	)

Basic and diluted net loss per share	$	(0.10	)	$	(0.12	)	$	(0.31	)	$	(0.22	)

Weighted average shares outstanding used in basic and diluted per share calculation		22,365			21,976			22,287			22,079

The accompanying notes are an integral part of these financial statements.


	3

STAMPS.COM INC.
STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

	Six Months ended June 30,

		2004			2003

Operating activities:
Net loss	$	(6,848	)	$	(4,912	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,798			1,931
Loss on disposal of capitalized assets		987			—
Compensation charge relating to the return of capital dividend		1,781			—
Amortization of deferred compensation		—			9
Changes in operating assets and liabilities:
Trade accounts receivable		(262	)		(34	)
Other accounts receivable		684			3
Accounts payable and accrued expenses		319			821
Other assets		(86	)		(631	)
Prepaid expenses		(107	)		(640	)

Net cash used in operating activities		(1,734	)		(3,453	)
Investing activities
Sale of short-term investments		48,475			64,545
Purchase of short-term investments		(8,569	)		(58,398	)
Sale of long-term investments		52,968			16,337
Purchase of long-term investments		(30,612	)		(65,470	)
Sale of restricted cash investments		3,168			639
Acquisition of property and equipment		(1,359	)		(427	)
Purchase of intellectual property and intangible assets		—			(1,100	)

Net cash provided by (used in) investing activities		64,071			(43,874	)
Financing activities
Proceeds from exercise of stock options		950			408
Issuance of common stock under ESPP		122			51
Return of capital dividend		(77,695	)		—
Repurchase of common stock		—			(2,673	)

Net cash used in financing activities		(76,623	)		(2,214	)

Net decrease in cash and cash equivalents		(14,286	)		(49,541	)
Cash and cash equivalents at beginning of period		24,526			64,775

Cash and cash equivalents at end of period	$	10,240		$	15,234

The accompanying notes are an integral part of these financial statements.


	4

STAMPS.COM INC.

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO JUNE 30, 2004 AND 2003 IS UNAUDITED)

1. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements included herein have been prepared by Stamps.com Inc. (“Stamps.com” or “Company”) without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's latest annual report on Form 10-K.

In the opinion of the Company, these unaudited condensed financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position of the Company as of June 30, 2004 and December 31, 2003, the results of its operations for the three and six months ended June 30, 2004 and 2003, and its cash flows for the six months ended June 30, 2004 and 2003.

Use of Estimates and Risk Management

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates and such differences may be material to the financial statements.

The Company is involved in various litigation matters as a claimant and a defendant. The Company records any amounts recovered in these matters when received. The Company records liabilities for claims against it when the loss is probable and estimatable. Amounts recorded are based on reviews by outside counsel, in-house counsel and management. Actual results could differ from estimates.

Stock-Based Employee Compensation

The Company has adopted the disclosure-only provision of SFAS No. 123, “Accounting for Stock-Based Compensation” (“Statement 123”), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure - an amendment of FASB Statement No. 123” (“Statement 148”). Statement 148 requires prominent disclosures in annual and interim financial statements regarding the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company measures compensation expense for its stock option awards under the intrinsic value method in accordance with the provisions of Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees”, and related interpretations. APB 25 requires compensation expense to be recognized based on the excess, if any, of the quoted market price of the stock at the date of the grant and the amount an employee must pay to acquire the stock. Options awarded under the Company’s stock option plans are granted with an exercise price equal to the fair market value on the date of the grant.


	5

STAMPS.COM INC.

NOTES TO FINANCIAL STATEMENTS (continued)

(ALL INFORMATION WITH RESPECT TO JUNE 30, 2004 AND 2003 IS UNAUDITED)

The following table presents the effect on net loss and basic and diluted net loss per common share had the Company adopted the fair value method of accounting for stock-based compensation under Statement 123 (in thousands, except per share data):

	Three Months Ended June 30,							Six Months Ended June 30,
		2004			2003			2004			2003

Net loss-as reported	$	(2,345	)	$	(2,843	)	$	(6,848	)	$	(4,912	)
Add: Stock-based employee expense included in net loss		—			3			—			9
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards		( 512	)		( 508	)		( 955	)		( 1,193	)

Net loss-pro forma	$	( 2,857	)	$	( 3,348	)	$	( 7,803	)	$	( 6,096	)

Basic and diluted net loss per common share-as reported	$	(0.10	)	$	(0.12	)	$	(0.31	)	$	(0.22	)

Basic and diluted net loss per common share-pro forma	$	(0.13	)	$	(0.15	)	$	(0.35	)	$	(0.28	)

Under SFAS No. 123, the fair value of each option grant is estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Three Months Ended June 30,					Six Months Ended June 30,
		2004		2003			2004		2003

Expected dividend yield		—		—			—		—
Risk-free interest rate		2.96	%	1.9	%		3.03	%	3.00	%
Expected volatility		51	%	30	%		49	%	30	%
Expected life (in years)		5		5			5		5

For options granted during the three and six months ended June 30, 2004 and 2003, the Company's assumption of expected volatility for valuing options using the Black-Scholes model was based on the historical volatility of the Company's stock price for the period January 1, 2002 through the date of option grant because management believes the historical volatility since January 1, 2002 is more representative of prospective volatility.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options. The Company’s employee stock options have characteristics significantly different from those of traded options such as extremely limited transferability and, in most cases, vesting restrictions. In addition, the assumptions used in option Valuation models (see above) are highly subjective, particularly the expected stock price volatility of the underlying stock. Because changes in these subjective input assumptions can materially affect the fair value estimate, in management’s opinion, existing valuation models do not provide a reliable, single measure of the fair value of its employee stock options. For purposes of pro forma disclosures, the estimated fair values of the options are amortized over the options’ vesting periods.

Reclassifications

Certain prior period balances have been reclassified in order to conform to current period presentation.


	6

STAMPS.COM INC.

NOTES TO FINANCIAL STATEMENTS (continued)

(ALL INFORMATION WITH RESPECT TO JUNE 30, 2004 AND 2003 IS UNAUDITED)

2. Restructuring

In October 2000, the Company’s board of directors approved and management implemented a restructuring plan as part of a move to streamline operations, reduce infrastructure and overhead and eliminate excess and duplicative facilities. As a result, the Company went through three rounds of workforce reductions, which reduced its total number of employees by approximately 400 from locations and departments across the company.

In addition to the reduction of employees, the Company’s restructuring plan included costs associated with the termination of fixed-cost marketing deals and the redeployment of sales and marketing expenditures to programs that have a higher return on investment, losses on the disposition and discontinuation of certain fixed assets, the estimated rent and expenses for unoccupied facilities between the reduction in force date and the estimated date of occupancy by a sublet tenant and the write-off of an investment in EncrypTix, the Company’s now dissolved subsidiary. As of June 30, 2004 the Company fully utilized its provision related to the cost cutting efforts.

3. Legal Proceedings

Please refer to "Part II - Other Information - Item 1 - Legal Proceedings" of this report for a discussion of legal proceedings.

4. Computation of Historical Net Loss Per Share

Basic loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing the net loss for the period by the weighted average number of common and common equivalent shares outstanding during the period.

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the sum of the weighted average number of common shares outstanding, plus all additional common shares that would have been outstanding if potentially dilutive securities or common stock equivalents had been issued. Stock options and warrants to purchase 2.3 million shares and 2.2 million shares for the three and six months ended June 30, 2004 and 2003, respectively, were not included in the computation of diluted loss per share because such stock options and warrants were considered anti-dilutive.

5. Intangible Assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, "Goodwill and Other Intangible Assets”. The Company’s intangible assets, which consist primarily of purchased patents and trademarks with a gross carrying value of $8.9 million as of June 30, 2004 and 2003 and accumulated amortization of $3.6 million and $2.5 million as of June 30, 2004 and 2003, respectively, continue to be amortized over their expected useful lives ranging from 4 to 17 years with a remaining weighted average amortization period of 3.9 years.

Aggregate amortization expense on intangible assets was approximately $277,000 for each of the quarters ended June 30, 2004 and 2003. Amortization expense is expected to be approximately $1.1 million in each of the next five fiscal years.


	7

STAMPS.COM INC.

NOTES TO FINANCIAL STATEMENTS (continued)

(ALL INFORMATION WITH RESPECT TO JUNE 30, 2004 AND 2003 IS UNAUDITED)

6. Comprehensive Loss

The following table provides the data required to calculate comprehensive income (in thousands):

	Three Months ended June 30,						Six Months ended June 30,
		2004			2003			2004			2003

Net Loss	$	(2,345	)	$	(2,843	)	$	(6,848	)	$	(4,912	)
Unrealized loss on investments		(434	)		(32	)		(465	)		(166	)

Comprehensive loss		(2,779	)		(2,548	)		(7,313	)		(5,078	)

8. Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standard Board (“FASB”) issued FASB Interpretation No. (“FIN”) 46, “Consolidation of Variable Interest Entities”, which was originally effective on July 1, 2003. In December 2003, the FASB deferred the effective date for applying the provisions of FIN 46 to March 31, 2004 for interest held by public companies in variable interest entities or potential variable entities created before February 1, 2003. The Company has completed its evaluation of the provisions of FIN 46 and does not have any significant interest in variable interest entities. Accordingly, the adoption of FIN 46 did not have a material impact of the financial position or the results of operation of the Company.

In May 2003, FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The Company adopted this statement in the fourth quarter of 2003 and its adoption did not have a material impact on its financial position or results of operations.

9. Return of Capital

In January 2004, the Board of Directors declared a return of capital cash dividend of $1.75 per share to shareholders of record as of the close of business on February 9, 2004, paid on February 23, 2004. Based on 45,045,514 (22,522,757 shares after the 1:2 reverse split) common shares outstanding, less treasury stock of approximately 648,000 (324,000 shares after the 1:2 reverse split) on the date of record, February 9, 2004, the total cash dividend was approximately $78 million.

As a result of the cash distribution relating to the return of capital cash dividend and pursuant to FASB Interpretation No. 44, the exercise price of all active employee stock options prior to the ex-dividend date was reduced. Outstanding options with a strike price greater than or equal to the fair market value (“FMV”) of the stock immediately prior to the ex-dividend date received a strike price reduction equal to the cash distribution, or $1.75 per share. For outstanding options with a strike price below the FMV immediately prior to the ex-dividend date, the reduction was such that the aggregate intrinsic value of the options was not increased, and the ratio of exercise price to market price per share was not reduced. In addition, the Company recognized approximately $3 million of compensation expense during the first quarter of 2004 related to the return of capital dividend and its impact on the Company’s employee stock options. This expense was allocated among cost of sales, sales and marketing, research and development and general and administrative categories, based on individual employee costs and positions.


	8

STAMPS.COM INC.

NOTES TO FINANCIAL STATEMENTS (continued)

(ALL INFORMATION WITH RESPECT TO JUNE 30, 2004 AND 2003 IS UNAUDITED)

10. Reverse Split

In January 2004, the Board of Directors authorized a reverse stock split proposal of the Company’s common stock, which was approved by the shareholders at the annual meeting on April 23, 2004. The Board of Directors was given the authority by the shareholders to select the exact exchange ratio of either one-for-two (1:2), one-for-three (1:3) or one-for-four (1:4), with the exact ratio to be determined by the Board of Directors at the time it elects to effect a split. The par value of the Company’s common stock would remain unchanged at $0.001 per share, and the number of authorized shares of common stock and preferred stock would be reduced proportionately, by the reverse split ratio, from 95,000,000 and 5,000,000, respectively. In April 2004, following shareholder approval, the Board of Directors authorized a reverse stock split of the Company’s common stock with a ratio of one-for-two (1:2), effective for all shares beginning on May 12, 2004. As a result, every 2 shares of the Company’s common stock were combined into one share. The Company paid cash in lieu of fractional shares.

11. Subsequent Event

In July 2004, the Company entered into an agreement with eBay Inc. (“eBay”) to settle litigation filed by Stamps.com in June 2003. Under this agreement, eBay paid Stamps.com an undisclosed amount up front, designated for settlement. In addition, eBay agreed to a three year licensing agreement for the use of software and intellectual property owned by Stamps.com. The quarterly revenue the Company receives under the licensing agreement may be material in future periods.


	9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to expectations concerning matters that are not historical facts. Words such as "projects," "believes," "anticipates," "estimates," "plans," "expects," "intends," and similar words and expressions are intended to identify forward-looking statements. Although Stamps.com believes that such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. Factors that could cause actual results to differ materially from such expectations are disclosed herein including, without limitation, in the "Risk Factors” section of this report. All forward-looking statements attributable to Stamps.com are expressly qualified in their entirety by such language. Stamps.com does not undertake any obligation to update any forward-looking statements. You are also urged to carefully review and consider the various disclosures we have made which describe certain factors which affect our business, including the “Risk Factors” section of this Report. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto.

Stamps.com, NetStamps, Hidden Postage, Stamps.com Internet postage and the Stamps.com logo are our trademarks. This Report also includes trademarks of entities other than Stamps.com.

Overview

Stamps.com Inc. (“Stamps.com”, “we”, “us” or “our”) is the leading provider of Internet-based postage solutions. Our service allows customers to buy and print United States Postal Service (“USPS”) approved postage using a PC, an ordinary inkjet or laser printer and an Internet connection. Customers use our service to mail and ship a variety of mail pieces including postcards, envelopes, flats and packages using a wide range of mail classes. Our customers include home businesses, small businesses, corporations, shippers and individuals. Stamps.com was approved by the USPS as a licensed vendor to offer PC Postage in August 1999 and we launched our service in October 1999.

Internet Postage Services

We offer an Internet Postage service targeted at consumers, home offices and small businesses. Service fee revenues for our offerings are generated from a monthly fee that we charge our customers under various pricing plans. The two main pricing plans are the Simple Plan and Power Plan. Under the Simple Plan, a user purchases and prints postage at face value for a monthly convenience fee of 10% of the value of postage printed with a monthly minimum of $4.49. During the first half of 2004, we discontinued offering the Simple Plan to new customers. Under the Power Plan, a customer may purchase and print unlimited postage at face value, for a flat monthly fee ranging from $15.99 to $19.95 depending on the offer that was made to the customer. We ended the second quarter of 2004 with approximately 320,200 registered customers, up from approximately 312,200 at the end of the first quarter of 2004 and up from approximately 298,600 customers at the end of the second quarter of 2003. Each of our registered customers has a Stamps.com postal meter license which is issued by the USPS. The increase in customers during the second quarter was primarily due to a continued increase in customer acquisition through our marketing channels. During the second quarter of 2004, we successfully billed approximately 258,000 unique registered customers for their monthly convenience fees, up from approximately 249,300 during the first quarter of 2004 and up from approximately 208,100 during the second quarter of 2003.

Recent Developments

In October 2003, we launched our Stamps.com Version 3.5 with improved integration of our online postage technology with Microsoft’s widely-used Word and Outlook software. Users who print envelopes using Microsoft Word 2003 or Outlook 2003 are offered the option of checking a box to add electronic postage. When they do so, they will be able to print the address and postage on the envelope in a seamless one step process powered by Stamps.com, all without leaving the familiar Word or Outlook interface. Users of Microsoft Word 2003 and Outlook 2003 also benefit from features provided by our service such as the ability to add graphics or company logos to a mail piece for a personalized or professional look; keeping track of postage use through reports and accounting codes; minimizing undeliverable mail through automatic address correction and verification; and automatic calculation of postage rates based on mail class and weight of mail piece.


	10

In October 2003, we also launched our Stamps.com Insurance offering as part of Stamps.com Version 3.5. This feature allows users to insure their packages in a fully integrated online process. Stamps.com Insurance is provided in partnership with Parcel Insurance Plan and underwritten by Fireman’s Fund.

In October 2003, we completed a study to understand the status of our net operating losses (NOL or NOLs). Based on that study, we believe that we have not undergone an Internal Revenue Code (IRC) Section 382 change of control that would trigger an impairment of the use of our NOLs since our secondary offering in December 1999. Under the complicated IRC Section 382 rules, a change in ownership can occur whenever there is a shift in ownership by more than 50 percentage points by one or more five-percent shareholders within a three-year period. When a change of ownership is triggered, the NOLs may be impaired. We estimate that we are currently 12% below the 50% level that would trigger impairment of our NOL asset. Therefore, Stamps.com is requesting that all of its investors contact the Company prior to allowing any investor’s ownership interest to reach a five-percent level.

In December 2003, we reached a settlement in all patent infringement litigation with Pitney Bowes. The settlement included a five-year patent cross-licensing agreement. In addition, there will be no material financial payment between the companies.

In January 2004, our Board of Directors declared a return of capital cash dividend of $1.75 per share to shareholders of record as of the close of business on February 9, 2004, paid on February 23, 2004. Based on 45,045,514 (22,522,757 shares after the 1:2 reverse split) common shares outstanding, less treasury stock of approximately 648,000 (324,000 shares after the 1:2 reverse split) on the date of record, February 9, 2004, the total cash dividend paid to stockholders was approximately $78 million.

As a result of the cash distribution relating to the return of capital cash dividend and pursuant to FASB Interpretation No. 44, the exercise price of all active employee stock options prior to the ex-dividend date was reduced. Outstanding options with a strike price greater than or equal to the fair market value (“FMV”) of the stock immediately prior to the ex-dividend date received a strike price reduction equal to the cash distribution, or $1.75 per share. For outstanding options with a strike price below the FMV immediately prior to the ex-dividend date, the reduction was such that the aggregate intrinsic value of the options was not increased, and the ratio of exercise price to market price per share was not reduced. In addition, we recognized approximately $3 million of compensation expense during the first quarter of 2004 related to our return of capital dividend and its impact on our employee stock options. This expense was allocated among cost of sales, sales and marketing, research and development and general and administrative categories, based on individual employee costs and positions.

In January 2004, our Board of Directors authorized a reverse stock split proposal of our common stock, which was approved by our shareholders at the annual meeting on April 23, 2004. Our Board of Directors was given the authority by the shareholders to select the exact exchange ratio of either one-for-two (1:2), one-for-three (1:3) or one-for-four (1:4), with the exact ratio to be determined by our Board of Directors at the time they elected to effect a split. The par value of our common stock would remain unchanged at $0.001 per share, and the number of authorized shares of common stock and preferred stock would be reduced proportionately, by the reverse split ratio, from 95,000,000 and 5,000,000, respectively.

In April 2004, following shareholder approval, our Board of Directors authorized a reverse stock split of our common stock with a ratio of one-for-two (1:2), effective for all shares beginning on May 12, 2004. As a result, every 2 shares of our common stock was combined into one share. We paid cash in lieu of fractional shares based on the market price on the effective day of the split.

In May 2004, we launched our Stamps.com Version 4.0 providing customers with an improved experience for handling postage printing problems, improved usability of NetStamps™, the addition of email notification capabilities, and increased availability of Stamps.com Insurance.

In July 2004, we entered into an agreement with eBay Inc. (“eBay”) to settle litigation we filed against eBay in June 2003. Under this agreement, eBay paid Stamps.com an undisclosed amount up front, designated for settlement. The parties also agreed to a three-year license of software and intellectual property owned by Stamps.com. Further details were not disclosed. The quarterly revenue the Company receives under this licensing agreement may be material in future periods.


	11

In July 2004, we received approval from the USPS to proceed with a limited market test of a new form of postage that will allow customers to create a more customized look and feel within a NetStamps like product. This new form of postage will be an ideal way for customers to include individual logos, photos, or other graphic images along with their mailings. There is no assurance that we will receive final approval from the USPS for this new form of postage or that this product will otherwise be successful.

Critical Accounting Policies

General. The discussion and analysis of our financial condition and results of operations are based on the Company's financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to patents, restructuring, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Revenue Recognition. We recognize revenue from product sales or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectibility is reasonably assured.

Service revenue is based on monthly convenience fees. Service revenue is 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. Retail items sold to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. Return allowances, which reduce product revenue by our best estimate of expected product returns, are estimated using historical experience. Commissions from the advertising or sale of products by a third party vendor to our customer base are recognized when the revenue is earned and collection is deemed probable.

On a limited basis, we allow third parties to offer products and promotions to the Stamps.com customer base. These arrangements generally provide payment in the form of a flat fee or revenue sharing arrangements where we receive payment upon customers accessing third party products and services. Total revenue from such advertising arrangements is currently immaterial.

We provide our customers the opportunity to purchase parcel insurance directly through the Stamps.com software. The insurance information is communicated directly to Parcel Insurance Plan for processing and the insurance is underwritten by Fireman’s Fund. We recognize revenue from the insurance offerings based on the shipment date of the item insured.

Advertising Costs. We expense the costs of producing advertisements when the advertising first runs, and expense the costs of communicating and placing the advertising in the period in which the advertising space or airtime is used.

Internet advertising expenses are recognized based on specifics of the individual agreements. Under partner and affiliate agreements, third parties electronically refer prospects to our web site and we pay the third parties when the customer completes the customer registration process, or in some cases, upon the first successful billing of a customer. We record these expenses on a monthly basis as prospects are successfully converted to customers.


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Intangibles. We make an assessment of the estimated useful lives of our patents and other amortizable intangibles. These estimates are made using various assumptions that are subjective in nature and could change as economic and competitive conditions change. If events were to occur that would cause our assumptions to change, the amounts recorded as amortization would be adjusted.

Contingencies and Litigation. We are involved in various litigation matters as a claimant and as a defendant. We record any amounts recovered in these matters when collection is certain. We record liabilities for claims against us when the losses are probable and estimatable. Any amounts recorded would be based on reviews by outside counsel, in-house counsel and management. Actual results may differ from estimates. See Note 3 of Notes to Financial Statements for further discussion.

Results of Operations

During the second quarter of 2004, we experienced strong revenue growth both in service fee subscription and online store revenue with an all-time high of $8.2 million of total quarterly revenue. We continued to see strong trends on usage of our service during the second quarter of 2004. Total postage printed using our service was up 59% compared to the same quarter in 2003. We continued to bring in a significant amount of new customers in our mainstay channels, online advertising and direct mail. Gross customer acquisitions were approximately 45,900 during the second quarter of 2004, up from approximately 27,200 during the second quarter of 2003.

During the second quarter of 2004, we increased our level of marketing spend as we focused our customer acquisition efforts on existing programs and continued with newer channels with a greater return on investment.

The following table sets forth our results of operation as a percentage of total revenue for the periods indicated:

	Three Months Ended June 30,					Six Months Ended June 30,

		2004		2003			2004		2003

Total Revenues
Service		81	%	84	%		80	%	85	%
Product		19	%	16	%		20	%	15	%

Total revenues		100	%	100	%		100	%	100	%
Cost of revenues
Service		31	%	31	%		31	%	32	%
Product		6	%	5	%		6	%	5	%

Total cost of revenues		37	%	36	%		38	%	37	%

Gross profit		63	%	64	%		62	%	63	%
Operating expenses:
Sales and marketing		33	%	23	%		36	%	22	%
Research and development		17	%	24	%		23	%	25	%
General and administrative		32	%	87	%		45	%	84	%
Restructuring and writedown charges		-		5	%		-		3	%

Total operating expenses		83	%	140	%		104	%	134	%

Loss from operations		(20)	%	(76)	%		(42)	%	(71)	%
Other income (loss):
Interest income		3	%	18	%		5	%	20	%
Loss on disposal of assets		(12)	%	-			(6)	%	-

Net loss		(29)	%	(57)	%		(44)	%	(52)	%


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Revenue. Revenue was derived primarily from two sources: (1) service fees charged to customers for the ability to buy and print postage and (2) product sales and other revenue, consisting of online store revenue from the direct sale of consumables and products and the related charges for shipping and handling, advertising revenue from controlled access advertising to our existing customer base, and insurance revenue from our parcel insurance offering. Revenue increased from $5.0 million to $8.2 million, or 64%, for the three months ended June 30, 2003 and 2004, respectively. Revenue increased from $9.5 million to $15.7 million, or 65%, for the six months ended June 30, 2003 and 2004, respectively.

Service fee revenue increased from $4.2 million for the three months ended June 30, 2003, to $6.6 million for the three months ended June 30, 2004, an increase of 60%. Service fee revenue increased from $8.1 million for the six months ended June 30, 2003, to $12.6 million for the six months ended June 30, 2004, an increase of 56%. The increase in subscription fee revenue is primarily due to the increase in the size of the customer base. Furthermore, during the second quarter of 2004, our customer base included a greater percentage of Power Plan customers than in previous periods, which resulted in higher service fee revenues per customer. As of June 30, 2004, Power Plan customers accounted for 40% of total registered customers as compared to 21% at the end of June 30, 2003. We expect our service fee revenue to again increase in future periods as we add to our customer base, particularly if we increase the size of our Power Plan customer base.

Product sales and other revenue increased from $805,000 for the three months ended June 30, 2003, to $1.5 million for the three months ended June 30, 2004, an increase of 89%. Product sales and other revenue increased from $1.4 million for the six months ended June 30, 2003, to $3.1 million for the six months ended June 30, 2004, an increase of 118%.The increase is primarily due to the expansion of our consumable and product offerings. We expanded the number of available products from four stock keeping units (“skus”) in the second quarter of 2003 to approximately Seventy skus in the second quarter of 2004, including specialty NetStamps labels, shipping labels, Internet Postage labels, dedicated postage printers, digital scales, and printer cartridges, among other items. In addition, in October 2003, we introduced our parcel insurance offering provided in partnership with Parcel Insurance Plan and underwritten by Fireman’s Fund. We expect product sales and other revenue to continue to increase as we add additional skus to our online store, and as we market the use of our insurance offering to our existing and new customers.

Cost of Revenue. Cost of revenue principally consists of the cost of customer service, certain promotional expenses, system operating costs, credit card processing fees, the cost of consumables, parcel insurance offering costs, customer misprints and products sold through our online store and the related costs of shipping and handling.

Cost of service revenue increased from $1.5 million for the three months ended June 30, 2003, to $2.5 million for the three months ended June 30, 2004, an increase of 64%. Cost of service revenue increased from $3.1 million for the six months ended June 30, 2003, to $4.9 million for the six months ended June 30, 2004, an increase of 61%.The increase is primarily due to increased promotional expense targeted to increase customer acquisition. Promotional expense typically involves offering free postage and a free digital scale to new customers. Such promotional expense was approximately $565,000 and $899,000 for the three months ended June 30, 2003 and 2004, respectively. Promotional expense was approximately $1.1 million and $1.7 million for the six months ended June 30, 2003 and 2004, respectively. Promotional expenses, which represent a significant portion of total cost of service revenue, are expensed in the period when a customer is acquired. However, the revenue associated with the acquired customer is earned over the customers’ lifetime. Therefore, promotional expenses for newly acquired customers may be higher than the revenue earned from those customers in that period. For this reason, the cost of service revenue increases may not correlate to the increases in service revenue for the same period. We expect the cost of service revenue to increase in future periods if we acquire a greater number of customers thus resulting in a larger corresponding promotional expense.

Cost of product sales and other revenue increased from $253,000 for the three months ended June 30, 2003, to $466,000 for the three months ended June 30, 2004, an increase of 84%. Cost of product sales and other revenue increased from $476,000 for the six months ended June 30, 2003, to $995,000 for the six months ended June 30, 2004, an increase of 109%. The increase is primarily due to the expansion of available products offered through our online store. We expect the cost of product sales and other revenue to increase in future periods as we continue to market and add additional product offerings and skus to our online store.


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Sales and Marketing. Sales and marketing expense principally consists of costs associated with strategic partnership relationships, advertising, and compensation and related expenses for personnel engaged in marketing and business development activities. Sales and marketing expense increased from $1.1 million for the three months ended June 30, 2003, to $2.7 million for the three months ended June 30, 2004, an increase of 138%. Sales and marketing expense increased from $2.1 million for the six months ended June 30, 2003, to $5.7 million for the six months ended June 30, 2004, an increase of 168%. In 2003, we increased marketing spending as we transitioned from various marketing tests in 2002. During the second quarter of 2004, we focused our acquisition efforts on existing programs as well as new marketing channels with a greater return on investment. Ongoing marketing programs include the following: web partnerships; software and hardware-based partnerships; retail partnerships; a customer referral program; and customer remarketing efforts. In addition, we continue to see positive return on investments in the direct mail and online advertising channels. Further, during the first quarter of 2004, we incurred a charge to sales and marketing of approximately $328,000 relating to cash and stock distributed to employees to compensate them for the loss in value of employee stock options held by sales and marketing personnel as a result of our return of capital cash dividend of $1.75 per share in February 2004. We did not incur a similar charge in the first quarter of 2003 and we do not currently anticipate any similar charge in the future. We currently expect sales and marketing expenses to remain in the range of $3.0 million to $4.0 million per quarter for future quarters in 2004.

Research and Development. Research and development expense principally consists of compensation for personnel involved in the development of our services and expenditures for consulting services and third party software. Research and development expense increased from $1.2 million for the three months ended June 30, 2003, to $1.4 million for the three months ended June 30, 2004, an increase of 19%. Research and development expense increased from $2.4 million for the six months ended June 30, 2003, to $3.7 million for the six months ended June 30, 2004, an increase of 55%. This increase is primarily due to the increase in our headcount as we focused on new products and the improvement of existing products. In addition, during the first quarter of 2004, we incurred a charge of approximately $900,000 relating to cash and stock distributed to employees to compensate them for the loss in value of employee stock options held by research and development personnel as a result of our return of capital cash dividend of $1.75 per share in February 2004. We did not incur a similar charge in the first quarter of 2003 and we do not currently anticipate any similar charge in the future. We currently expect research and development expenses to remain in the range of $1.0 million to $2.0 million per quarter for future quarters in 2004.

General and Administrative. General and administrative expenses principally consist of compensation and related costs for executive and administrative personnel, fees for legal and other professional services, depreciation of equipment and software used for general corporate purposes and amortization of intangible assets and deferred compensation. General and administrative expense decreased from $4.3 million for the three months ended June 30, 2003, to $2.7 million for the three months ended June 30, 2004, a decrease of 39%. General and administrative expense including restructuring and writedown charges decreased from $8.2 million for the six months ended June 30, 2003, to $7.0 million for the six months ended June 30, 2004, a decrease of 15%. This decrease is primarily due to a reduction in legal fees and a reduction in depreciation costs for fixed assets. In addition, during the first quarter of 2004, we incurred a charge of approximately $1.6 million relating to cash and stock distributed to employees to compensate them for the loss in value of employee stock options held by general and administrative personnel as a result of our return of capital cash dividend of $1.75 per share in February 2004. Without the charge, general and administrative expenses would have decreased from $8.2 million for the six months ended June 30, 2003, to $5.4 million for the six months ended June 30, 2004, a decrease of 34%. This decrease is primarily due to a reduction in legal fees and a reduction in depreciation costs for fixed assets. We currently expect general and administrative expenses to remain in the range of $2.0 million to $3.0 million per quarter for future quarters in 2004.

Other Income (Loss). Other income (loss) consists of interest income from cash equivalents and short-term and long-term investments and other loss from the disposal of capitalized assets that are no longer in use. Other income (loss) decreased by 180% to a loss of $731,000 for the three months ended June 30, 2004, from an income of $916,000 for the three months ended June 30, 2003. Other income (loss) decreased by 112% to a loss of $225,000 for the six months ended June 30, 2004, from an income of $1.9 million for the six months ended June 30, 2003. The decrease is primarily due to lower interest income due to lower invested balances in cash and equivalents and short-term and long-term investments as a result of our return of capital cash dividend of approximately $78 million in February 2004. In addition, we recognized expenses of approximately $987,000 related to the move of our company headquarters and the write-off of certain capitalized assets that are no longer in use.


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Liquidity and Capital Resources

As of June 30, 2004, we had approximately $82.6 million in cash and equivalents, restricted cash, and short-term and long-term investments. We invest available funds in short and long term money market funds, commercial paper, corporate notes and municipal securities and do not engage in hedging or speculative activities.

In November 2003, we entered into a facility lease agreement commencing on March 2004 for our new corporate headquarters with aggregate lease payments of approximately $4.0 million through March 2010.

The following table is a schedule of our contractual obligations and commercial commitments which is comprised of the future minimum lease payments under operating leases at June 30, 2004 (in thousands):

	Operating

Six months ending December 31, 2004	$	277
Years ended:
2005		569
2006		590
2007		694
2008		751
Thereafter		920

	$	3,801

In April 2002, the Board of Directors authorized the repurchase of up to $20.0 million of our common stock over the following six months, and we repurchased 1.3 million shares of common stock for $5.6 million under that program. In October 2002, the Board authorized a second stock repurchase program for up to $30 million of our common stock for an additional six month period, and we repurchased approximately 4.4 million shares for $17.5 million under that program. In April 2003, the Board authorized a third stock repurchase program for up to $20 million of our common stock for an additional six month period and in October 2003, the Board authorized a fourth stock repurchase program for up to $20 million of our common stock over the following 12 months. In July 2004, the Board authorized a fifth stock repurchase program for a new 12 month period, superseding previous authorizations. During the third and fourth repurchase periods, no shares were repurchased. In total during 2002 and 2003, we repurchased 6.3 million shares, a reduction of over 12% of our shares outstanding from April 2002. We will consider repurchasing stock throughout our current 12 month program that was authorized in July 2004 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 because of material inside information we may possess.

In January 2004, our Board of Directors declared a return of capital cash dividend of $1.75 per share, to shareholders of record as of the close of business on February 9, 2004, paid on February 23, 2004. Based on 45,045,514 (22,522,757 shares after the 1:2 reverse split) common shares outstanding, less treasury stock of approximately 648,000 (324,000 shares after the 1:2 reverse split) on the date of record, February 9, 2004, the total cash dividend was approximately $78 million.

Net cash used in operating activities was $1.7 million and $3.5 million for the six months ended June 30, 2004 and 2003, respectively. The decrease in net cash used in operating activities resulted primarily from the decrease in legal expenditures.

Net cash provided by investing activities was $64.1 million for the six months ended June 30, 2004. Net cash used by investing activities was $43.9 million for the six months ended June 30, 2003. The decrease in net cash used in investing activities resulted primarily from the sale of investments to fund the return of capital cash dividend.

Net cash used in financing activities was $76.6 million and $2.2 million for the six months ended June 30, 2004 and 2003, respectively. The increase in net cash used in financing activities resulted primarily from the return of capital cash dividend paid in February 2004.


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We anticipate utilizing current working capital to fund our operations through 2004 until we reach profitability which we anticipate will be in the fourth quarter of 2004. We expect that cash flow from operations will be sufficient to fund our business thereafter.


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RISK FACTORS

You should carefully consider the following risks and the other information in this report and our other filings with the SEC before you decide to invest in our company or to maintain or increase your investment. The risks and uncertainties described below are not the only ones facing Stamps.com. Additional risks and uncertainties may also adversely impact and impair our business. If any of the following risks actually occur, our business, results of operations or financial condition would likely suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

This report contains forward-looking statements based on the current expectations, assumptions, estimates and projections about Stamps.com and the Internet. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements as a result of many factors, including those described in this section and elsewhere in this report. Stamps.com does not undertake to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Risks Related to Our Business

We may not successfully implement strategies to increase the adoption of our service which would limit our growth, adversely affect our business and cause the price of our common stock to decline.

Our future profitability will depend on our ability to successfully implement our strategy of increasing the adoption of our service. Factors that might cause our revenues, margins and operating results to fluctuate include the factors described in the subheadings below as well as:

The costs of our marketing programs to establish and promote the Stamps.com brands;
The demand for our service;
Our ability to develop and maintain strategic distribution relationships;
The number, timing and significance of new products or services introduced by us and by our competitors;
Our ability to develop, market and introduce new and enhanced services on a timely basis;
The level of service and price competition;
Our operating expenses;
US Postal Service regulation and policies relating to PC Postage;
General economic factors.

We have a history of losses, may incur losses in the future and may never achieve profitability, which may reduce the trading price of our common stock.

We have experienced significant net losses since our inception and we may experience net losses in the future. We cannot assure you that we will be able to achieve profitability. If we do achieve profitability, we cannot be certain that we will be able to sustain or increase such profitability. We incurred net losses of $2.3 million during the quarter ended June 30, 2004.

We implemented pricing plans that may adversely affect our future revenues and margins.

Our ability to generate gross margins depends upon the ability to generate significant revenues from a large base of active customers. In order to attract customers in the future, we may run special promotions and offers such as discounts on fees, postage and supplies. We cannot be sure that customers will be receptive to future fee structures and special promotions that we may implement. Even though we have established a sizeable base of users, we still may not generate sufficient gross margins to become profitable. In addition, our ability to generate revenues or achieve profitability could be adversely affected by the special promotions or additional changes to our pricing plans.


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If we do not successfully attract and retain skilled personnel for permanent management and other key personnel positions, we may not be able to effectively implement our business plan.

Our success depends largely on the skills, experience and performance of the members of our senior management and other key personnel. Any of the individuals can terminate his or her employment with us at any time. If we lose key employees and are unable to replace them with qualified individuals, our business and operating results could be seriously harmed. In addition, our future success will depend largely on our ability to continue attracting and retaining highly skilled personnel. As a result, we may be unable to successfully attract, assimilate or retain qualified personnel. Further, we may be unable to retain the employees we currently employ or attract additional qualified personnel to replace those key employees that may depart. The failure to attract and retain the necessary personnel could seriously harm our business, financial condition and results of operations.

The success of our business will depend upon acceptance by customers of our services.

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, the costs for service are too high and customer service issues are not satisfactorily resolved. We must continually add new customers both to replace customers who cancel and to continue to grow our business beyond our current customer base. If too many of our customers cancel our service, or if we are unable to attract new customers in numbers sufficient to grow our business, our operating results will be adversely affected. Further, if excessive numbers of customers cancel our service, we may be required to incur significantly higher marketing expenditures than we currently anticipate to replace these customers with new customers.

If we fail to effectively market and sell our service, our business will be substantially harmed and could fail.

In order to acquire customers and achieve widespread distribution and use of our services, we must develop and execute cost-effective marketing campaigns and sales programs. We currently rely on a combination of marketing techniques to attract new customers including direct mail, online marketing and business partnerships. If new legal restrictions limit our ability to continue marketing programs we currently have or plan to implement, our ability to attract new customers may be limited. In addition, we may be unable to continue marketing our services in a cost-effective manner. If we fail to acquire customers, in a cost-effective manner, our results of operations will be adversely affected.

If we fail to meet the demands of our customers, our business will be substantially harmed and could fail.

Our services must meet the commercial demands of our customers, which include home businesses, small businesses, corporations, shippers and individuals. We cannot be sure that our services will appeal to or be adopted by a wide range of customers. Moreover, our ability to obtain and retain customers depends, in part, on our customer service capabilities. If we are unable at any time to address customer service issues adequately or to provide a satisfactory customer experience for current or potential customers, our business and reputation may be harmed. If we fail to meet the demands of our customers our results of operations will be adversely affected.

A failure to further develop and upgrade our service could adversely affect our business.

Any delays or failures in developing our service, including upgrades of current services, may have a harmful impact on our results of operations. The need to extend our core technologies into new features and services and to anticipate or respond to technological changes could affect our ability to develop these services and features. Delays in features or upgrade introductions could cause a decline in our revenue, earnings or stock price. We cannot determine the ultimate effect these delays or the introduction of new features or upgrades will have on our revenue or results of operations.


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Third party assertions of violations of their intellectual property rights could adversely affect our business.

Substantial litigation regarding intellectual property rights exists in our industry. Third parties may currently have, or may eventually be issued, patents upon which our products or technology infringe. Any of these third parties might make a claim of infringement against us. We may become increasingly aware of, or we may increasingly receive correspondence claiming, potential infringement of other parties’ intellectual property rights. We could incur significant costs and diversion of management time and resources to defend claims against us regardless of their validity. We may not have adequate resources to defend against these claims and any associated costs and distractions could have a material adverse effect on our business, financial condition and results of operations. In addition, litigation in which we are accused of infringement might cause product development delays, require us to develop non-infringing technology or require us to enter into royalty or license agreements, which might not be available on acceptable terms, or at all. If a successful claim of infringement were made against us and we could not develop non-infringing technology or license the infringed or similar technology on a timely and cost-effective basis, our business could be significantly harmed or fail. Any loss resulting from intellectual property litigation could severely limit our operations, cause us to pay license fees, or prevent us from doing business.

A failure to protect our own intellectual property could harm our competitive position.

We rely on a combination of patent, trade secret, copyright and trademark laws and contractual restrictions, such as confidentiality agreements and licenses, to establish and protect our rights in our products, services, know-how and information. We have 45 issued US patents, 73 pending US patent applications, 12 international patents and 19 pending international patent applications. We also have a number of registered and unregistered trademarks. We plan to apply for more patents in the future. We may not receive patents for any of our patent applications. Even if patents are issued to us, claims issued in these patents may not protect our technology. In addition, a court might hold any of our patents, trademarks or service marks invalid or unenforceable. Even if our patents are upheld or are not challenged, third parties may develop alternative technologies or products without infringing our patents. If our patents fail to protect our technology or our trademarks and service marks are successfully challenged, our competitive position could be harmed. We also generally enter into confidentiality agreements with our employees, consultants and other third parties to control and limit access and disclosure of our confidential information. These contractual arrangements or other steps taken to protect our intellectual property may not prove to be sufficient to prevent misappropriation of technology or deter independent third party development of similar technologies. Additionally, the laws of foreign countries may not protect our services or intellectual property rights to the same extent as do the laws of the United States.

System and online security failures could harm our business and operating results.

Our services depend on the efficient and uninterrupted operation of our computer and communications hardware systems. In addition, we must provide a high level of security for the transactions we execute. We rely on internally-developed and third-party technology to provide secure transmission of postage and other confidential information. Any breach of these security measures would severely impact our business and reputation and would likely result in the loss of customers. Furthermore, if we are unable to provide adequate security, the US Postal Service could prohibit us from selling postage over the Internet.

Our systems and operations are vulnerable to damage or interruption from a number of sources, including fire, flood, power loss, telecommunications failure, break-ins, earthquakes and similar events. Our Internet host provider does not guarantee that our Internet access will be uninterrupted, error-free or secure. Our servers are also vulnerable to computer viruses, physical, electrical or electronic break-ins and similar disruptions. We have experienced minor system interruptions in the past and may experience them again in the future. Any substantial interruptions in the future could result in the loss of data and could completely impair our ability to generate revenues from our service. We do not presently have a full disaster recovery plan in effect to cover the loss of facilities and equipment. In addition, we do not have a fail-over site that mirrors our infrastructure to allow us to operate from a second location. We have business interruption insurance; however, we cannot be certain that our coverage will be sufficient to compensate us for losses that may occur as a result of business interruptions.

A significant barrier to electronic commerce and communications is the secure transmission of confidential information over public networks. Anyone who is able to circumvent our security measures could misappropriate confidential information or cause interruptions in our operations. We may be required to expend significant capital and other resources to protect against potential security breaches or to alleviate problems caused by any breach. We rely on specialized technology from within our own infrastructure to provide the security necessary for secure transmission of postage and other confidential information. Advances in computer capabilities, new discoveries in security technology, or other events or developments may result in a compromise or breach of the algorithms we use to protect customer transaction data. Should someone circumvent our security measures, our reputation, business, financial condition and results of operations could be seriously harmed. Security breaches could also expose us to a risk of loss or litigation and possible liability for failing to secure confidential customer information. As a result, we may be required to expend a significant amount of financial and other resources to protect against security breaches or to alleviate any problems that they may cause.


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Our relationship with subscribers and credit card companies could be harmed if our billing software fails.

We have in the past experienced problems with our billing software, causing us to ineffectively bill our customer base. If our billing software fails and we fail to effectively bill customers, our cash flow and results of operations will be affected adversely.

Risks Related to Our Industry

US Postal Service regulations and fee assessments may cause disruptions or discontinuance of our business, may increase the cost of our service and may affect the adoption of PC Postage as a new method of mailing and shipping.

We are subject to continued US Postal Service scrutiny and other government regulations. The continued availability of our services is dependent upon our service continuing to meet US Postal Service performance specifications and regulations. The US Postal Service could change its certification requirements or specifications for PC Postage or revoke the approval of our service at any time. If at any time our service fails to meet US Postal Service requirements, we may be prohibited from offering this service and our business would be severely and negatively impacted. In addition, the US Postal Service could suspend or terminate our approval or offer services which compete against us, any of which could stop or negatively impact the commercial adoption of our service. Any changes in requirements or specifications for PC Postage could adversely affect our pricing, cost of revenues, operating results and margins by increasing the cost of providing our service.

The US Postal Service could also decide that PC Postage should no longer be an approved postage service due to security concerns or other issues. Our business would suffer dramatically if we are unable to adapt our services to any new requirements or specifications or if the US Postal Service were to discontinue PC Postage as an approved postage method. Alternatively, the US Postal Service could introduce competitive programs or amend PC Postage requirements to make certification easier to obtain, which could lead to more competition from third parties or the US Postal Service itself. If we are unable to compete successfully, particularly against large, traditional providers of postage products like Pitney Bowes who enter the online postage market, our revenues and operating results will suffer.

In addition, US Postal Service regulations may require that our personnel with access to postal information or resources receive security clearance prior to doing relevant work. We may experience delays or disruptions if our personnel cannot receive necessary security clearances in a timely manner, if at all. The regulations may limit our ability to hire qualified personnel. For example, sensitive clearance may only be provided to US citizens or aliens who are specifically approved to work on US Postal Service projects.

If we are unable to compete successfully, particularly against large, traditional providers of postage products such as Pitney Bowes, our revenues and operating results will suffer.

The PC Postage segment of the market for postage is new and is competitive. At present, Pitney Bowes and Envelope Manager are authorized PC Postage providers with commercially available software. If any more providers become authorized, or if Pitney Bowes or Envelope Manager provide enhanced offerings, our operations could be adversely impacted. We also compete with other forms of postage, including traditional postage meters, provided by companies such as Pitney Bowes, postage stamps and permit mail.


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We may not be able to establish or maintain a competitive position against current or future competitors as they enter the market. Many of our competitors have longer operating histories, larger customer bases, greater brand recognition, greater financial, marketing, service, support, technical, intellectual property and other resources than us. As a result, our competitors may be able to devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to Web site and systems development than us. This increased competition may result in reduced operating margins, loss of market share and a diminished brand. We may from time to time make pricing, service or marketing decisions or acquisitions as a strategic response to changes in the competitive environment. These actions could result in reduced margins and seriously harm our business.

We could face competitive pressures from new technologies or the expansion of existing technologies approved for use by the US Postal Service. We may also face competition from a number of indirect competitors that specialize in electronic commerce and other companies with substantial customer bases in the computer and other technical fields. Additionally, companies that control access to transactions through a network or Web browsers could also promote our competitors or charge us a substantial fee for inclusion. In addition, changes in postal regulations could adversely affect our service and significantly impact our competitive position. We may be unable to compete successfully against current and future competitors, and the competitive pressures we face could seriously harm our business.

If we do not respond effectively to technological change, our services could become obsolete and our business will suffer.

The development of our services and other technology entails significant technical and business risks. To remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our online operations. The Internet and the electronic commerce industry are characterized by rapid technological change; changes in user and customer requirements and preferences; frequent new product and service introductions embodying new technologies; and the emergence of new industry standards and practices.

The evolving nature of the Internet or the Postage markets could render our existing technology and systems obsolete. Our success will depend, in part, on our ability to license or acquire leading technologies useful in our business; enhance our existing services; develop new services or features and technology that address the increasingly sophisticated and varied needs of our current and prospective users; and respond to technological advances and emerging industry and regulatory standards and practices in a cost-effective and timely manner.

Future advances in technology may not be beneficial to, or compatible with, our business. Furthermore, we may not be successful in using new technologies effectively or adapting our technology and systems to user requirements or emerging industry standards on a timely basis. Our ability to remain technologically competitive may require substantial expenditures and lead time. If we are unable to adapt in a timely manner to changing market conditions or user requirements, our business, financial condition and results of operations could be seriously harmed.

Our operating results could be impaired if we or the Internet become subject to additional government regulation and legal uncertainties.

Due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted with respect to the Internet, relating to user privacy, pricing, content, copyrights, distribution, characteristics and quality of products and services, and export controls.

The adoption of any additional laws or regulations may hinder the expansion of the Internet. A decline in the growth of the Internet could decrease demand for our products and services and increase our cost of doing business. Moreover, the applicability of existing laws to the Internet is uncertain with regard to many issues, including property ownership, export of specialized technology, sales tax, libel and personal privacy. Our business, financial condition and results of operations could be seriously harmed by any new legislation or regulation. The application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the Internet and other online services could also harm our business.

We have employees and offer our services in multiple states, and we may in the future expand internationally. These jurisdictions may claim that we are required to qualify to do business as a foreign corporation in each state or foreign country. Our failure to qualify as a foreign corporation in a jurisdiction where we are required to do so could subject us to taxes and penalties. Other states and foreign countries may also attempt to regulate our services or prosecute us for violations of their laws. Further, we might unintentionally violate the laws of foreign jurisdictions and those laws may be modified and new laws may be enacted in the future.


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Risks Related to Our Stock

The tax value of our net operating losses could be impaired if we trigger a change of control pursuant to Section 382.

Under the complicated Internal Revenue Code (IRC) Section 382 rules, a change in ownership can occur whenever there is a shift in ownership by more than 50 percentage points by one or more five-percent shareholders within a three-year period. If a change of ownership is triggered, the NOLs may be impaired, which could harm stockholder value.

Our charter documents could deter a takeover effort, which could inhibit your ability to receive an acquisition premium for your shares.

The provisions of our certificate of incorporation, bylaws and Delaware law could make it difficult for a third party to acquire us, even if it would be beneficial to our stockholders. In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which could prohibit or delay a merger or other takeover of our company, and discourage attempts to acquire us.

The US Postal Service may object to change of control of our common stock.

The US Postal Service may raise national security or similar concerns to prevent foreign persons from acquiring significant ownership of our common stock or of Stamps.com. The US Postal Service also has regulations regarding the change of control of approved PC Postage providers. These concerns may prohibit or delay a merger or other takeover of our company. Our competitors may also seek to have the US Postal Service block the acquisition by a foreign person of our common stock or our company in order to prevent the combined company from becoming a more effective competitor in the market for PC Postage.

Our stock price is volatile

The price at which our common stock has traded since our initial public offering in June of 1999 has fluctuated significantly. The price may continue to be volatile due to a number of factors, including the following, some of which are beyond our control: variations in our operating results, variations between our actual operating results and the expectations of securities analysts, investors and the financial community, announcements of developments affecting our business, systems or expansion plans by us or others, and market volatility in general.

As a result of these and other factors, investors in our common stock may not be able to resell their shares at or above their original purchase price. In the past, securities class action litigation often has been instituted against companies following periods of volatility in the market price of their securities. This type of litigation, if directed at us, could result in substantial costs and a diversion of management’s attention and resources.

Shares of our common stock held by existing stockholders may be sold into the public market, which could cause the price of our common stock to decline.

If our stockholders sell into the public market substantial amounts of our common stock purchased in private financings prior to our initial public offering, or purchased upon the exercise of stock options or warrants, or if there is a perception that these sales could occur, the market price of our common stock could decline. All of these shares are available for immediate sale, subject to the volume and other restrictions under Rule 144 of the Securities Act of 1933.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio. We have not used derivative financial instruments in our investment portfolio. Our cash equivalents and investments are comprised of money market, U.S. government obligations and public corporate debt securities with weighted average maturities of 277 days at June 30, 2004. Our cash equivalents and investments, net of restricted cash, approximated $82 million and had a related weighted average interest rate of approximately 1.8%. Interest rate fluctuations impact the carrying value of the portfolio. We do not believe that the future market risks related to the above securities will have a material adverse impact on our financial position, results of operations or liquidity.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on the foregoing, our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded that our disclosure controls and procedures were effective and adequate to ensure material information and other information requiring disclosure is identified and communicated on a timely basis.

Changes in Internal Controls

There have been no significant changes in our internal controls over financial reporting or in other factors during the period covered by this quarterly report that could significantly affect these controls subsequent to the date of their evaluation.


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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In May and June 2001, we were named, together with certain of our current or former board members and/or officers, as a defendant in 11 purported class-action lawsuits, filed in the United States District Court for the Southern District of New York. The lawsuits allege violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 in connection with our initial public offering and secondary offering of our common stock. The lawsuits also name as defendants the principal underwriters in connection with our initial and secondary public offerings, including Goldman, Sachs & Co. (in some of the lawsuits sued as The Goldman Sachs Group Inc.) and BancBoston Robertson Stephens, Inc. The lawsuits allege that the underwriters engaged in improper commission practices and stock price manipulations in connection with the sale of our common stock. The lawsuits also allege that we and/or certain of our officers or directors knew of or recklessly disregarded these practices by the underwriter defendants, and failed to disclose them in our public filings. Plaintiffs seek damages and statutory compensation, including prejudgment and post-judgment interest, costs and expenses (including attorneys’ fees), and rescissory damages. In April 2002, plaintiffs filed a consolidated amended class action complaint against us and certain of our current and former board members and/or officers. The consolidated amended class action complaint includes similar allegations to those described above and seeks similar relief. In July 2002, we moved to dismiss the consolidated amended class action complaint. In October 2002, pursuant to a stipulation and tolling agreement with plaintiffs, our current and former board members and/or officers were dismissed without prejudice. In February 2003, the court denied our motion to dismiss the consolidated amended class action complaint. In June 2003, we approved a proposed Memorandum of Understanding among the plaintiffs, issuers and insurers as to terms for a settlement of the litigation against us. The proposed settlement terms would not require Stamps.com to make any payments. The proposed settlement is subject to approval by the court.

In addition to the class action lawsuits against us, over 1,000 similar lawsuits have also been brought against over 250 companies which issued stock to the public in 1998, 1999, and 2000, and their underwriters. These lawsuits (including those naming us) followed publicized reports that the Securities and Exchange Commission was investigating the practice of certain underwriters in connection with initial public offerings. All of these lawsuits have been consolidated for pretrial purposes before United States District Court Judge Shira Scheindlin of the Southern District of New York. We have placed our underwriters on notice of our rights to indemnification, pursuant to our agreements with the underwriters. We have also provided notice to our directors and officers insurers, and believe that we have insurance applicable to the lawsuits. We also believe that the claims against us and our officers and directors are without merit, and intend to defend the lawsuits vigorously.

We are not currently involved in any other material legal proceedings, nor are we aware of any other material legal proceedings pending against us.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Reverse Split

In January 2004, the Board of Directors authorized a reverse stock split of our common stock, which was approved by the stockholders at the annual meeting on April 23, 2004. The Board of Directors was given the authority by the stockholders to select the exact exchange ratio of either one-for-two (1:2), one-for-three (1:3) or one-for-four (1:4), with the exact ratio to be determined by the Board of Directors at the time it elects to effect a split. The par value of our common stock would remain unchanged at $0.001 per share, and the number of authorized shares of common stock and preferred stock would be reduced proportionately, by the reverse split ratio, from 95,000,000 and 5,000,000, respectively. In April 2004, following shareholder approval, the Board of Directors authorized a reverse stock split of the common stock with a ratio of one-for-two (1:2), effective for all shares beginning on May 12, 2004. As a result, every 2 shares of the common stock were combined into one share. We paid cash in lieu of fractional shares.


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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of Stamps.com’s stockholders was held on April 23, 2004. At that meeting, three proposals were submitted to a vote of the stockholders: (1) To elect two directors (Mohan Ananda and Kevin Douglas) to serve for a three-year term ending in the year 2007 or until their successors are duly elected and qualified; (2) To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2004; and (3) To approve an amendment to Stamps.com’s Amended and Restated Certificate of Incorporation which shall effect, upon filing, a reverse split of Stamps.com’s outstanding common stock at a ratio of either one-for-two (1:2), one-for-three (1:3) or one-for-four (1:4), and reduce proportionately, based on the reverse stock split ratio, the number of authorized shares of common stock from 95,000,000 and the number of authorized shares of preferred stock from 5,000,000, and authorize the board of directors to file such amendment in its discretion.

At the close of business on the record date for the meeting (which was March 1, 2004), there were 45,045,702 shares of common stock outstanding and entitled to be voted at the meeting. Holders of 42,520,319 shares of common stock (representing a like number of votes) were present at the meeting, either in person or by proxy. The following table sets forth the results of the voting:

Proposal	For	Withheld

Election of two directors:
Mohan Ananda	38,237,279	4,283,040
Kevin Douglas	42,331,123	189,196

Proposal	For	Against	Abstain

Appointment of Ernst & Young (auditors)	41,561,417	951,871	7,031
Reverse split	41,819,783	684,221	16,315

Each of the proposals set forth above received more than the required number of votes for approval and were therefore duly and validly approved by the stockholders.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

31.1	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

31.2	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

31.3	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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(b) Reports on Form 8-K

On April 27, 2004, the Company filed a current report on Form 8-K reporting that it had issued a press release setting forth its financial results for the three months ended March 31, 2004

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.


	STAMPS.COM INC. (Registrant)

August 9, 2004	By:	/s/ KEN McBRIDE
		Ken McBride
		Chief Executive Officer



August 9, 2004	By:	/s/ KYLE HUEBNER
		Kyle Huebner
		Chief Financial Officer



August 9, 2004	By:	/s/ JAMES A. HARPER
		James A. Harper
		Chief Accounting Officer


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