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________________________________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________________________________________________
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019

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: 000-26427
Stamps.com Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
77-0454966
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
1990 E. Grand Avenue
El Segundo, California 90245
(Address of Principal Executive Offices and Zip Code)

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

________________________________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
STMP
NASDAQ Global Select Market

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 þ  No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ  No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b‑2 of the Exchange Act. (Check one):
Large accelerated filer
 þ
Accelerated filer
 
 
 
 
Non-accelerated filer  
Smaller reporting company
 
 
 
 
Emerging growth company
 
 





If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    No þ

As of July 31, 2019, there were 17,164,478 shares of the Registrant's Common Stock outstanding.





STAMPS.COM INC. AND SUBSIDIARIES
FORM 10-Q QUARTERLY REPORT FOR THE QUARTER ENDED JUNE 30, 2019

TABLE OF CONTENTS
   
Page
 
 
 
ITEM 1.
 
 
 
 
 
ITEM 2.
 
 
 
 
 
ITEM 3.
 
 
 
 
 
ITEM 4.
 
 
 
 
 
 
 
ITEM 1.
 
 
 
 
 
ITEM1A.
 
 
 
 
 
ITEM 2.
 
 
 
 
 
ITEM 3.
 
 
 
 
 
ITEM 4.
 
 
 
 
 
ITEM 5.
 
 
 
 
 
ITEM 6.


Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

STAMPS.COM INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

  
June 30, 2019
 
December 31, 2018
Assets
(Unaudited)
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
109,713

 
$
113,757

Accounts receivable, net
70,854

 
83,595

Current income taxes
127

 
8,465

Prepaid expenses
17,334

 
13,072

Other current assets
16,153

 
10,722

Total current assets
214,181

 
229,611

Property and equipment, net
34,011

 
36,337

Goodwill
381,005

 
381,710

Intangible assets, net
152,304

 
163,859

Deferred income taxes, net
29,874

 
29,874

Lease right-of-use assets
17,578

 

Other assets
13,695

 
11,383

Total assets
$
842,648

 
$
852,774

Liabilities and Stockholders' Equity
 

 
 

Current liabilities:
 

 
 

Accounts payable and accrued expenses
$
107,071

 
$
133,626

Deferred revenue
8,324

 
7,159

Current portion of debt, net of debt issuance costs
11,485

 
10,454

Current portion of lease right-of-use liabilities
4,028

 

Total current liabilities
130,908

 
151,239

Long-term debt, net of debt issuance costs
44,188

 
50,189

Deferred income taxes, net
18,575

 
18,665

Long-term portion of lease right-of-use liabilities
14,844

 

Other liabilities
20,505

 
19,016

Total liabilities
229,020

 
239,109

Commitments and contingencies (Note 3)


 


Stockholders' equity:
 

 
 

Common stock, $.001 par value per share; Authorized shares: 47,500 in 2019 and 2018; Issued shares: 33,101 in 2019 and 33,042 in 2018; Outstanding shares: 17,189 in 2019 and 17,662 in 2018
56

 
56

Additional paid-in capital
1,073,087

 
1,049,669

Treasury stock, at cost, 15,912 shares in 2019 and 15,380 in 2018
(580,807
)
 
(528,529
)
Retained earnings
121,459

 
91,712

Accumulated other comprehensive income (loss)
(167
)
 
757

Total stockholders' equity
613,628

 
613,665

Total liabilities and stockholders' equity
$
842,648

 
$
852,774

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

1

Table of Contents

STAMPS.COM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
Service
$
127,429

 
$
125,206

 
$
251,336

 
$
246,122

Product
4,785

 
4,892

 
10,190

 
10,571

Insurance
3,431

 
4,293

 
6,765

 
8,661

Customized postage
3,128

 
5,218

 
6,485

 
7,798

Other

 
18

 

 
40

Total revenues
138,773

 
139,627

 
274,776

 
273,192

Cost of revenues (exclusive of amortization of intangible assets, which is included in general and administrative expense):
 

 
 

 
 

 
 

Service
32,452

 
22,610

 
64,687

 
43,259

Product
1,549

 
1,480

 
3,222

 
3,231

Insurance

 
1,014

 

 
2,012

Customized postage
2,440

 
4,338

 
4,871

 
6,467

Total cost of revenues
36,441

 
29,442

 
72,780

 
54,969

Gross profit
102,332

 
110,185

 
201,996

 
218,223

Operating expenses:
 

 
 

 
 

 
 

Sales and marketing
33,242

 
25,789

 
66,123

 
51,537

Research and development
19,130

 
12,340

 
36,444

 
24,413

General and administrative
27,535

 
25,187

 
53,763

 
46,203

Total operating expenses
79,907

 
63,316

 
156,330

 
122,153

Income from operations
22,425

 
46,869

 
45,666

 
96,070

Foreign currency exchange gain (loss), net
(152
)
 

 
(247
)
 

Interest expense
(645
)
 
(650
)
 
(1,359
)
 
(1,240
)
Interest income and other income, net
52

 
43

 
117

 
92

Income before income taxes  
21,680

 
46,262

 
44,177

 
94,922

Income tax expense
7,688

 
738

 
14,430

 
2,354

Net income
$
13,992

 
$
45,524

 
$
29,747

 
$
92,568

Net income per share:
 

 
 

 
 

 
 

Basic  
$
0.81

 
$
2.53

 
$
1.71

 
$
5.19

Diluted
$
0.79

 
$
2.41

 
$
1.66

 
$
4.95

Weighted average shares outstanding:
 
 
 

 
 

 
 

Basic
17,291

 
18,015

 
17,418

 
17,830

Diluted
17,809

 
18,906

 
17,911

 
18,709


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

2

Table of Contents

STAMPS.COM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
Net income
$
13,992

 
$
45,524

 
$
29,747

 
$
92,568

Other comprehensive income (loss), net of tax:
 

 
 

 
 

 
 

Foreign currency translation adjustments
(4,886
)
 

 
(920
)
 

Unrealized gain (loss) on investments

 
(1
)
 
(4
)
 

Comprehensive income
$
9,106

 
$
45,523

 
$
28,823

 
$
92,568

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

3

Table of Contents

STAMPS.COM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)

 
Six Months Ended June 30, 2019
 
Common Stock
 
Additional Paid-in Capital
 
Treasury Stock at Cost
 
Retained Earnings
 
Accumulated
Other Comprehensive Income (Loss)
 
Total
Shares
 
Amount
 
Balance at December 31, 2018
17,662

 
$
56

 
$
1,049,669

 
$
(528,529
)
 
$
91,712

 
$
757

 
$
613,665

Net income

 

 

 

 
15,755

 

 
15,755

Other comprehensive income (loss)

 

 

 

 

 
3,962

 
3,962

Issuance of shares for performance-based awards
4

 

 

 

 

 

 

Stock-based compensation expense

 

 
8,857

 

 

 

 
8,857

Exercise of stock options
29

 

 
2,381

 

 

 

 
2,381

Shares issued under the Employee Stock Purchase Plan
13

 

 
2,100

 

 

 

 
2,100

Stock repurchase, excluding tax withholding stock repurchase
(235
)
 

 

 
(31,998
)
 

 

 
(31,998
)
Tax withholding stock repurchase
(1
)
 

 

 
(93
)
 

 

 
(93
)
Balance at March 31, 2019
17,472

 
56

 
1,063,007

 
(560,620
)
 
107,467

 
4,719

 
614,629

Net income

 

 

 

 
13,992

 

 
13,992

Other comprehensive income (loss)

 

 

 

 

 
(4,886
)
 
(4,886
)
Stock-based compensation expense

 

 
9,808

 

 

 

 
9,808

Exercise of stock options
12

 

 
272

 

 

 

 
272

Stock repurchase
(295
)
 

 

 
(20,187
)
 

 

 
(20,187
)
Balance at June 30, 2019
17,189

 
$
56

 
$
1,073,087

 
$
(580,807
)
 
$
121,459

 
$
(167
)
 
$
613,628


 
Six Months Ended June 30, 2018
 
Common Stock
 
Additional Paid-in Capital
 
Treasury Stock at Cost
 
Accumulated Deficit
 
Accumulated
Other Comprehensive Income (Loss)
 
Total
Shares
 
Amount
 
Balance at December 31, 2017
17,573

 
$
55

 
$
962,227

 
$
(387,545
)
 
$
(76,930
)
 
$
6

 
$
497,813

Net income

 

 

 

 
47,044

 

 
47,044

Other comprehensive income (loss)

 

 

 

 

 
1

 
1

Issuance of shares for performance-based awards
56

 

 

 

 

 

 

Stock-based compensation expense

 

 
7,548

 

 

 

 
7,548

Exercise of stock options
380

 

 
19,632

 

 

 

 
19,632

Shares issued under the Employee Stock Purchase Plan
15

 

 
1,981

 

 

 

 
1,981

Stock repurchase, excluding tax withholding stock repurchase
(120
)
 

 

 
(23,221
)
 

 

 
(23,221
)
Tax withholding stock repurchase
(21
)
 

 

 
(4,144
)
 

 

 
(4,144
)
Balance at March 31, 2018
17,883

 
55

 
991,388

 
(414,910
)
 
(29,886
)
 
7

 
546,654

Net income

 

 

 

 
45,524

 

 
45,524

Other comprehensive income (loss)

 

 

 

 

 
(1
)
 
(1
)
Stock-based compensation expense

 

 
9,891

 

 

 

 
9,891

Exercise of stock options
322

 

 
21,329

 

 

 

 
21,329

Stock repurchase
(54
)
 

 

 
(12,811
)
 

 

 
(12,811
)
Balance at June 30, 2018
18,151

 
$
55

 
$
1,022,608

 
$
(427,721
)
 
$
15,638

 
$
6

 
$
610,586


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


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STAMPS.COM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
Six Months Ended
June 30,
 
2019
 
2018
Operating activities:
 
 
 
Net income
$
29,747

 
$
92,568

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
14,069

 
10,614

Stock-based compensation expense
18,665

 
17,439

Deferred income tax expense

 
2,038

Accretion of debt issuance costs
186

 
186

Changes in operating assets and liabilities, net of assets and liabilities acquired:
 

 
 

Accounts receivable
12,733

 
13,360

Prepaid expenses
(4,773
)
 
(1,456
)
Other current assets
(5,439
)
 
(583
)
Current income taxes
8,338

 
(860
)
Lease right-of-use assets
1,519

 

Other assets
(2,312
)
 
(1,522
)
Deferred revenue
1,192

 
51

Lease right-of-use liabilities
(1,553
)
 

Other liabilities
1,490

 
1,278

Accounts payable and accrued expenses
(19,538
)
 
3,240

Net cash provided by operating activities
54,324

 
136,353

 
 
 
 
Investing activities:
 

 
 

Acquisition of property and equipment
(610
)
 
(1,223
)
Net cash used in investing activities
(610
)
 
(1,223
)
 
 
 
 
Financing activities:
 

 
 

Proceeds from short term financing obligations, net of repayments
(5,190
)
 
(664
)
Principal payments on term loan
(5,156
)
 
(4,124
)
Proceeds from exercise of stock options
2,653

 
40,962

Issuance of common stock under Employee Stock Purchase Plan
2,100

 
1,981

Repurchase of common stock
(52,185
)
 
(40,176
)
Payments related to tax withholding for share-based compensation
(93
)
 
(4,144
)
Net cash used in financing activities
(57,871
)
 
(6,165
)
Effect of exchange rate changes
113

 

Net (decrease) increase in cash and cash equivalents
(4,044
)
 
128,965

Cash and cash equivalents at beginning of period
113,757

 
153,903

Cash and cash equivalents at end of period
$
109,713

 
$
282,868

 
 
 
 
Supplemental information:
 

 
 

Capital expenditures accrued but not paid at period end
$
42

 
$
65

Tenant improvement allowance
$

 
$
600

Cash paid for amounts included in the measurement of lease liabilities included in cash provided by operating activities
$
2,239

 
$

Lease liabilities arising from obtaining right-of-use assets
$
6,785

 
$

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

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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1.    Summary of Significant Accounting Policies

Basis of Presentation

We prepared the consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures are adequate to make the information presented not misleading. We recommend that these consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in our latest annual report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 1, 2019.

In our opinion, these unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary to present fairly our financial position as of June 30, 2019, our results of operations for the three and six months ended June 30, 2019, and our cash flows for the six months ended June 30, 2019.  The results of operations for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019.

Basis of Consolidation

The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of Stamps.com Inc. and the entities in which we have 100% voting and/or economic control, which includes Auctane LLC (ShipStation), Interapptive, Inc. (ShipWorks), MetaPack Limited (MetaPack), PhotoStamps Inc., PSI Systems, Inc. (Endicia), and ShippingEasy Group, Inc. (ShippingEasy). In August 2018, we completed our acquisition of 100% of the outstanding shares of MetaPack. Please see Note 2 - “Acquisitions” in our Notes to Consolidated Financial Statements for further description. References in this Report to "we" "us" "our" or "Company" are references to Stamps.com Inc. and its subsidiaries.
Intercompany accounts and transactions between consolidated entities have been eliminated in consolidation.
Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. There are significant estimates and judgments inherent in the preparation of the consolidated financial statements including the fair value of assets and liabilities for allocation of the purchase price of companies acquired.
Prior Period Reclassifications
Certain amounts in prior periods have been reclassified to conform with current period presentation.
Business Combinations

The acquisition method of accounting is used for business combinations. The results of operations of acquired businesses are included in our consolidated financial statements prospectively from the date of acquisition. The fair value of purchase consideration is allocated to the assets acquired and liabilities assumed from the acquired entity and is generally based on their fair value at the acquisition date. The excess of the fair value of purchase consideration over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. Historically, the primary items that have generated goodwill include anticipated synergies between the acquired business and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Acquisition-related expenses are recognized in our consolidated financial statements as incurred.

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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Contingencies and Litigation

In the ordinary course of business, we are subject to various routine litigation matters as a claimant and a defendant. We record any amounts recovered in these matters when received. We establish loss provisions for claims against us when the loss is both probable and can be reasonably estimated.  If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such proceedings, we disclose the estimate of the amount of loss or possible range of loss, or disclose that an estimate of loss cannot be made, as applicable.
Deferred Revenue

Our deferred revenue relates mainly to service revenue, which generally arises due to the timing of payment versus the provision of services for certain customers billed in advance. Approximately $5.5 million of revenue recognized in the six months ended June 30, 2019 was included in the deferred revenue balance at December 31, 2018. Approximately $2.4 million of revenue recognized in the six months ended June 30, 2018 was included in the deferred revenue balance at December 31, 2017.

Fair Value of Financial Instruments

Carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate fair value due to their short maturities. The Company’s outstanding debt held by third-party financial institutions is carried at cost, adjusted for debt issuance costs. The Company’s debt is not publicly traded and the carrying amount typically approximates fair value for debt that accrues interest at a variable rate for companies with similar financial characteristics as the Company, which are considered Level 2 fair value inputs as defined in Note 8 in our Consolidated Financial Statements.
Foreign Currency Translation

The functional currency of the Company’s major foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded in accumulated other comprehensive income as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in foreign currency exchange gain (loss), net. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period.
Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the fair value of consideration given over the fair value of the tangible assets, identifiable intangible assets and liabilities assumed in a business combination. We are required to test goodwill for impairment annually and whenever events or circumstances indicate the fair value of a reporting unit may be below its carrying value. A reporting unit is the operating segment or a business that is one level below that operating segment. Reporting units are aggregated as a single reporting unit if they have similar economic characteristics.

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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Goodwill is reviewed for impairment annually on October 1 utilizing either a qualitative assessment or a two-step process. We have an option to make a qualitative assessment of a reporting unit's goodwill for impairment. If we choose to perform a qualitative assessment and determine the fair value more likely than not exceeds the carrying value, no further evaluation is necessary. When we perform the two-step process, the first step requires us to compare the fair value of the reporting unit, which we primarily determine using an income approach based on the present value of discounted cash flows, to the respective carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value, there is an indication that impairment may exist and the second step is required. In step two, the implied fair value of goodwill is calculated as the excess of the fair value of the reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit's goodwill, the difference is recognized as an impairment loss. As of June 30, 2019, we are not aware of any indicators of impairment that would require an impairment analysis other than our annual goodwill impairment analysis.
Indefinite-lived intangible assets are reviewed for impairment annually on October 1 and whenever events or circumstances indicate that the fair value of an indefinite-lived intangible asset may be below its carrying value. In assessing other intangible assets not subject to amortization for impairment, the Company also has the option to perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of such an intangible asset is less than its carrying amount. If the Company determines that it is not more likely than not that the fair value of such an intangible asset is less than its carrying amount, then the Company is not required to perform any additional tests for assessing those intangible assets for impairment. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, then it is required to perform a quantitative impairment test that involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As of June 30, 2019, we are not aware of any indicators of impairment that would require an impairment analysis other than our annual indefinite-lived intangible assets impairment analysis.
Long-Lived Assets and Finite-Lived Intangible Assets
Long-lived assets including intangible assets with finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
We account for property and equipment at cost less accumulated depreciation and amortization. We compute depreciation using the straight-line method over the estimated useful life of the asset, generally three to five years for furniture, fixtures, and equipment and ten to forty years for building and building improvements. Leasehold improvements are capitalized and amortized over the shorter of the useful life of the asset or the remaining term of the lease. We have a policy of capitalizing expenditures that materially increase assets' useful lives and charging ordinary maintenance and repairs to operations as incurred. When property or equipment is disposed of, the cost and related accumulated depreciation and amortization are removed, and any gain or loss is included in income from operations.


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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Income Taxes

We are subject to income taxes in the US and Foreign jurisdictions. We provide for income taxes at the current and future enacted tax rate and consistent with the laws applicable in each jurisdiction. We account for income taxes in accordance with Financial Accounting Standards Board (FASB) ASC Topic No. 740, Income Taxes (Income Taxes), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Income Taxes also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. We record a valuation allowance to reduce our gross deferred tax assets to the amount that is more likely than not (a likelihood of more than 50 percent) to be realized.  In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income. We evaluate the appropriateness of our deferred tax assets and related valuation allowance in accordance with Income Taxes based on all available positive and negative evidence.

Leases

On January 1, 2019, we adopted a new lease accounting standard (ASC Topic No. 842, Leases) (Leases) that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. For information regarding the impact of adoption, see “Summary of Significant Accounting Policies - Accounting Guidance Adopted in 2019.”

Under Leases, we determine if an arrangement is a lease at inception. Right-of-use (ROU) assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. For this purpose, we consider only payments that are fixed and determinable at the time of commencement. As most of our leases do not provide an implicit rate, the interest rate used to determine the present value of future lease payments is an estimated incremental borrowing rate. Many of our leases include one or more options to renew. These options are factored into the determination of the lease term and lease payments when their exercise is considered to be reasonably certain.

Our lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. We elected the practical expedient to combine fixed payments for non-lease components with our lease payments and account for them together as a single lease component which increases the amount of the ROU assets and liabilities.

We also elected to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term.

Operating leases are included in lease right-of-use assets, current portion of lease right-of-use liabilities, and long-term portion of lease right-of-use liabilities on our condensed consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term in income from operations on our consolidated statements of income.

Revenue Recognition

We recognize revenues when we transfer control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Our payment terms vary by the products and services offered. The term between billings and when payment is due is not significant.
Revenues are presented on a disaggregated basis on the consolidated statements of operations.

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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Service revenue is recognized over time for each month that customers have access to our platform or at a point in time when assets are transferred to the customer. We earn service revenue from our mailing and shipping operations in several different ways: (1) customers may pay us a monthly fee, based on a subscription plan which may be waived or refunded for certain customers, for which we provide them access to our platform. Revenue is earned over the period of time that the customers have access to the platform which is typically month-to-month; (2) we have been, and in the future potentially could be, compensated directly by the USPS and/or other carriers for shipping labels printed that meet certain requirements, in which case revenue is earned over time, which is typically in the same month that the relevant labels are printed; (3) we may earn revenue from customers that have access to our platform when they purchase postage or print shipping labels, in which case revenue is earned at the point in time we transfer an asset to the customer and have a present right of payment for the asset transferred; (4) we may earn revenue that may take the form of some or all of the spread between the rate a customer pays and the rate the carrier or integration partner receives, either charged directly or paid by our partners, in which case revenue is earned at a point in time, which is typically when the customer purchases postage or prints a shipping label; and (5) we may earn other types of revenue shares or other compensation from specific customers that have access to our platform or through integration partners, in which case revenue is recognized at a point in time, which is when we have fulfilled our performance obligations.
Customers may purchase postage and other delivery services from the USPS and other carriers through our mailing and shipping solutions.  When funds are transferred directly from customers to the carrier, these funds are not recognized as revenue. We also provide mailing and shipping services for which the cost of postage or delivery is included in the cost of the service and, therefore, is recognized as service revenue.
During the second quarter of 2019, we became aware of potential adverse amendments, renegotiations, changes, or termination of certain contracts between the USPS and certain of our strategic partners who are part of the USPS’s reseller program, and through which we derive material revenues and profits (such potential events, collectively the "Reseller Restructuring"); however there is significant uncertainty as to whether, how and when any Reseller Restructuring may be implemented. As such, an estimate of any future financial impact for accounting purposes cannot be made at this time.
Product revenue consists of products sold through the mailing and shipping supplies stores which are available to our customers from within some of our mailing and shipping solutions. Products sold include shipping labels, mailing labels, dedicated postage printers, scales, and other mailing and shipping-focused office supplies. We recognize product revenue on product purchases upon delivery of the order to the customer.
We provide our customers with the opportunity to purchase parcel insurance directly through our solutions. Beginning on October 1, 2018, insurance revenue represents the amount we receive from customers net of the costs paid to our insurance providers. For the periods presented prior to October 1, 2018, insurance revenue represented the gross amount charged to the customer for purchasing insurance and the insurance cost of revenues represented the amount paid to our insurance providers. We recognize insurance revenue on insurance purchases upon the ship date of the insured package, which is the point in time when we have fulfilled our performance obligations.
Customized postage revenue, which includes the face value of postage, from the sale of customized postage sheets and rolls is recognized upon transfer of control of the product to the customer, which occurs upon our delivery to the carrier.
On a limited basis, we allow third parties to offer products and promotions to our 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 was not significant during the six months ended June 30, 2019 or June 30, 2018, respectively.

Segment Information

We have organized our operations into two segments: Stamps.com and MetaPack. Please see Note 10 - “Segment and Geographical Information” in our Notes to Consolidated Financial Statements for further description. 

Short-Term Financing Obligations

We utilize short-term financing, which is separate from our debt, to fund certain Company operations.  Short-term financing obligations are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.  As of June 30, 2019, we had $18.6 million in short-term financing obligations and $49.4 million of unused credit. As of December 31, 2018, we had $23.8 million in short-term financing obligations and $96.7 million of unused credit.

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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



Stock-Based Compensation

We account for share-based employee compensation plans under the fair value recognition and measurement provisions in accordance with applicable accounting standards, which require all share-based payments to employees, including grants of stock options and restricted stock units (RSUs), to be measured based on the grant date fair value of the awards, with the resulting expense generally recognized on a straight-line basis over the period during which the employee is required to perform service in exchange for the award. We account for forfeitures as they occur.
We use the Black-Scholes-Merton option valuation model to estimate the fair value of share-based payment awards on the date of grant, which requires us to use a number of estimates and subjective assumptions, including stock price volatility, expected term, and risk-free interest rates. In the case of options we grant, our assumption of expected volatility is based on the historical volatility of our stock price over the term equal to the expected life of the options. We base the risk-free interest rate on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of the options assumed at the date of grant. The estimated expected life represents the weighted average period the stock options are expected to remain outstanding, determined based on an analysis of historical exercise behavior.
Trademarks, Trade Names, and Other Intangible Assets (excluding Goodwill)
Acquired trademarks, trade names, and other intangibles (excluding goodwill) include both amortizable and non-amortizable assets and are included in intangible assets, net in the accompanying consolidated balance sheets. Intangible assets are carried at cost less accumulated amortization. Cost associated with internally developed intangible assets is typically expensed as incurred as research and development costs. Amortization of amortizable intangible assets is calculated on a straight-line basis, which is consistent with the expected future cash flows.
Treasury Stock

During the six months ended June 30, 2019 and June 30, 2018, we repurchased approximately 531,000 shares and 174,000 shares for $52.2 million and $36.0 million, respectively. Also, in the first quarter of 2019 and the first quarter of 2018, we withheld 1,039 and 21,076 of shares, respectively, to satisfy income tax obligations related to performance-based inducement equity awards issued to the General Manager and the then Chief Technology Officer of ShippingEasy.

Accounting Guidance Adopted in 2019

Disclosure Update and Simplification

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company adopted the new presentation for its consolidated statements of stockholders' equity in the first quarter of 2019.

Leases

In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases, a new accounting standard for leases. The new standard generally requires the recognition of financing and operating lease liabilities and corresponding ROU assets on the balance sheet. For financing leases, a lessee recognizes amortization of the ROU asset as an operating expense over the lease term separately from interest on the lease liability. For operating leases, a lessee recognizes its total lease expense as an operating expense over the lease term.

We adopted the new guidance on January 1, 2019 using the modified retrospective transition approach. We elected the practical expedient to apply the new standard to all leases existing at the date of initial application and not restating comparative periods. We also elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification of finance or operating lease, our assessment on whether a contract was or contains a lease, and our initial direct costs for any leases that existed prior to January 1, 2019.

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Table of Contents
STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



The adoption of the new standard on January 1, 2019 resulted in recording operating lease ROU assets and operating lease liabilities of approximately $11.8 million and $13.6 million, respectively. The adoption did not impact our beginning retained earnings, or our prior year condensed consolidated statements of income and statements of cash flows.

For information regarding the accounting policy and required disclosures under the new standard, see “Summary of Significant Accounting Policies - Leases” and Note 11 - “Leases,” respectively.

Accounting Guidance Not Yet Adopted

Goodwill Impairment

In January 2017, the FASB issued ASU 2017-04, a standard which simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.  The guidance will become effective on a prospective basis for the Company on January 1, 2020 and is not expected to have a material impact on the Company's consolidated financial statements.

Financial Instruments - Credit Losses

In June 2016, the FASB issued ASU 2016-13, a standard that replaces the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. We will be required to use a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. The guidance will become effective for the Company on January 1, 2020 using a modified retrospective approach with early adoption permitted. We are evaluating the impact of adopting this guidance on the Company's consolidated financial statements.


2.    Acquisitions

We have accounted for all of our acquisitions under the acquisition method of accounting in accordance with the provisions of FASB ASC Topic No. 805, Business Combinations.

MetaPack Acquisition

On August 15, 2018, we, through our wholly owned subsidiary Pacific Shelf 1855 Limited (Pacific Shelf), completed the acquisition of MetaPack Limited, a private limited company incorporated in England and Wales, pursuant to a share purchase agreement dated July 24, 2018, as amended (the “Agreement”), by and among certain key sellers named in the Agreement (the “Key Sellers”), MetaPack, Pacific Shelf, and Stamps.com Inc. as Pacific Shelf’s guarantor. MetaPack provides multi-carrier enterprise-level solutions to many of the world’s preeminent e-commerce retailers and brands.
Pursuant to the Agreement and a related agreement to purchase Minority Shares (as defined below), Pacific Shelf acquired 100% of MetaPack’s issued and to be issued share capital by purchasing (i) all of the Key Sellers’ shares of MetaPack, representing approximately 80% of the total outstanding shares and (ii) all other issued and to be issued shares of MetaPack (Minority Shares), for a final adjusted purchase price, for all such shares, of approximately £171 million, or $217.7 million using the August 15, 2018 GBP to USD exchange rate. Total cash paid for the acquisition was funded from cash and investment balances.

Stamps.com granted inducement stock options for an aggregate of 320,250 shares of Stamps.com common stock to 72 new employees after completion of its acquisition of MetaPack. The stock options were granted as inducements material to the new employees entering into employment with Stamps.com, pursuant to the Stamps.com 2018 MetaPack Equity Inducement Plan, which was approved by Stamps.com’s Compensation Committee. The awards were granted without stockholder approval in accordance with Nasdaq Listing Rule 5635(c)(4). Each option vests 25% on the one year anniversary of the grant date with the remaining 75% vesting in approximately equal monthly increments over the succeeding thirty-six months, provided that the option holder is still employed by Stamps.com or one of its subsidiaries on the vesting dates. The stock options have a ten year term and an exercise price equal to closing price of Stamps.com common stock on the grant date of August 15, 2018.

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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



Under the acquisition method of accounting under ASC 805, the total purchase price of the acquired company is allocated to the assets acquired and the liabilities assumed based on their fair values. We have made significant estimates and assumptions in determining the preliminary allocation of the purchase price. The Company has made a preliminary allocation of the purchase price of MetaPack to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value. The preliminary allocation of the purchase price is based upon management's estimates and is subject to revision, as a more detailed analysis of intangible assets and tax and other liabilities is completed and additional information on the fair value of assets and liabilities becomes available. A change in the fair value of the net assets may change the amount of the purchase price allocable to goodwill, and could impact the amounts of amortization expense.
The purchase price of MetaPack has been allocated on a preliminary basis as follows to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value based on the August 15, 2018 GBP to USD exchange rate (in thousands, except years):
 
Fair Value
 
Fair Value
 
Useful Life
(In Years)
 
Weighted
Average
Estimated
Useful Life
(In Years)
Cash and cash equivalents
$
9,186

 
 
 
 
 
 
Trade accounts receivable
9,767

 
 
 
 
 
 
Other current assets
2,776

 
 
 
 
 
 
Property and equipment
1,039

 
 
 
 
 
 
Goodwill
141,468

 
 
 
 
 
 
Identifiable intangible assets:
 

 
 
 
 
 
 
Trade names
 

 
$
10,936

 
12
 
 
Developed technology
 

 
40,691

 
16
 
 
Customer relationships
 

 
49,211

 
16
 
 
Total identifiable intangible assets
100,838

 
 

 
 
 
16
Accounts payable and accrued expenses
(13,415
)
 
 

 
 
 
 
Deferred revenue
(1,145
)
 
 

 
 
 
 
Revolving credit facility
(12,716
)
 
 
 
 
 
 
Deferred income tax liability
(19,288
)
 
 
 
 
 
 
Other liabilities
(824
)
 
 

 
 
 
 
Total purchase consideration
$
217,686

 
 

 
 
 
 


The fair value of the assets acquired and liabilities assumed were preliminarily determined using income, cost and market participant approaches. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in ASC 820. The identified intangible assets consist of trade names, developed technology, and customer relationships. The estimated fair values of the trade names and developed technology were determined using the “relief from royalty” method. The estimated fair value of customer relationships was determined using the “excess earnings” method. The rate utilized to discount net cash flows to their present values was approximately 15% and was determined after consideration of the overall enterprise rate of return and the relative risk and importance of the assets to the generation of future cash flows. Intangible assets are being amortized on a straight-line basis over their estimated useful lives. Based on the August 15, 2018 exchange rate, we expect the amortization of acquired intangibles will be approximately $1.6 million per quarter for the remaining estimated useful lives.

Deferred taxes were adjusted to record the deferred tax impact of acquisition accounting adjustments primarily related to intangible assets. The incremental deferred tax liabilities were calculated based on the tax effect of the step-up in book basis of the net assets of MetaPack, excluding the amount attributable to goodwill, using the estimated statutory tax rates.

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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Goodwill represents the excess of the consideration given over the sum of the fair values assigned to identifiable assets acquired less liabilities assumed in a business combination. The goodwill balance is primarily attributable to the expanded market opportunities for the Company internationally and MetaPack in the United States and the Company's ability to generate future technology. None of the goodwill recognized is expected to be deductible for income tax purposes. The goodwill recorded as part of this acquisition is included in the MetaPack segment (see Note 6 - “Goodwill and Intangible Assets” in our Notes to Consolidated Financial Statements).

Immediately following the acquisition, we repaid in full MetaPack's existing revolving credit facility balance of approximately $12.7 million.

We incurred approximately $2.5 million in transaction costs included in general and administrative expense and $1.0 million of nonrecurring foreign currency exchange loss directly related to the acquisition during the year ended December 31, 2018.


3.    Commitments and Contingencies

Legal Proceedings

We are subject to various routine legal proceedings and claims incidental to our business, and we do not believe that these proceedings and claims would reasonably be expected to have a material adverse effect on our financial position, results of operations, or cash flows.

On February 8, 2018, a putative class action complaint was filed against us in a case entitled Juan Lopez and Nicholas Dixon v. Stamps.com, Inc., Case No. 2:18-cv-01101, in the United States District Court for the Central District of California, Western Division, alleging wage and hour claims on behalf of our current and former “non-exempt” hourly call center employees. The complaint sought class certification, unspecified damages, unpaid wages, penalties, restitution, interest, and attorneys’ fees and costs. On July 24, 2018, we entered into a preliminary settlement that would resolve this matter for a non-material payment to be distributed to the participating class members. On May 20, 2019, the court granted final approval of the settlement. 

On February 28, 2019 and March 13, 2019, two putative class action complaints were filed against us in the United States District Court for the Central District of California, Western Division. Both cases alleged violations of the Securities Exchange Act of 1934 purportedly on behalf of all those who purchased, or otherwise acquired, Stamps.com common stock between May 3, 2017 and February 21, 2019, and seek class certification, unspecified damages , attorneys' fees and costs. One of the two putative class actions was dismissed without prejudice, and in the other case, styled as Karinski v. Stamps.com, Inc. et al, Case 2:19-cv-01828 (the “Securities Class Action”), the Court appointed a lead plaintiff and approved lead plaintiff’s selection of lead counsel. Lead plaintiff filed a consolidated complaint on August 5, 2019. We believe that the case is without merit and intend to defend it vigorously. Due to the recent filing date of the case, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined.

On May 16, 2019 and May 21, 2019, two purported shareholder derivative suits were filed in the United States District Court for the Central District of California, Western Division, alleging breaches of fiduciary duties by officers and/or directors, unjust enrichment, abuse of control, waste of corporate assets, and violations of the Securities Exchange Act of 1934, and seeking unspecified damages, attorneys' fees and costs. The two cases have been consolidated as In re Stamps.com Stockholder Derivative Litigation, Case 2:19-cv-04272 and co-lead plaintiffs and co-lead counsel have been appointed. The Court has entered a stipulation to stay the consolidated derivative case pending the outcome of our anticipated motion to dismiss the Securities Class Action. We believe that the case is without merit and intend to defend it vigorously. Due to the recent filing date of the case, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined.

The Company had not accrued any material amounts related to any of the Company’s legal proceedings as of June 30, 2019 or December 31, 2018.


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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Although management at present believes that the ultimate outcome of the various routine proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations, cash flows, or overall trends, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or other events could occur. An unfavorable outcome for an amount in excess of management's present expectations may result in a material adverse impact on our business, results of operations, financial position, and overall trends.

Commitments

Our significant contractual obligations and commercial commitments (other than debt commitments) consist of operating lease obligations as of June 30, 2019. Please see Note 11 - “Leases” for additional information.
 
4.    Net Income per Share

The following table reconciles share amounts utilized to calculate basic and diluted net income per share (in thousands, except per share data):
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
Net income
$
13,992

 
$
45,524

 
$
29,747

 
$
92,568

 
 
 
 
 
 
 
 
Basic - weighted average common shares
17,291

 
18,015

 
17,418

 
17,830

Diluted effect of common stock equivalents
518

 
891

 
493

 
879

Diluted - weighted average common shares
17,809

 
18,906

 
17,911

 
18,709

 
 
 
 
 
 
 
 
Earnings per share:
 

 
 

 
 
 
 
Basic
$
0.81

 
$
2.53

 
$
1.71

 
$
5.19

Diluted
$
0.79

 
$
2.41

 
$
1.66

 
$
4.95


 
The calculation of dilutive shares excludes the effect of the following options that are considered anti-dilutive (in thousands):
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
Anti-dilutive stock options
2,307

 
67

 
1,730

 
81



15

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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


5.    Stock-Based Compensation

We account for share-based employee compensation plans under the fair value recognition and measurement provisions in accordance with applicable accounting standards, which require all share-based payments to employees, including grants of stock options and RSUs, to be measured based on the grant date fair value of the awards, with the resulting expense generally recognized on a straight-line basis over the period during which the employee is required to perform service in exchange for the award. Starting in the third quarter of fiscal 2016 through the fourth quarter of fiscal 2018, our stock-based compensation expense included performance-based inducement equity awards relating to the ShippingEasy acquisition. Starting in the third quarter of fiscal 2018, our stock-based compensation expense included inducement equity awards relating to the MetaPack acquisition as described in Note 2 - "Acquisitions."

The following table sets forth the stock-based compensation expense that we recognized for the periods indicated (in thousands):
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
Stock-based compensation expense relating to:
 
 
 
 
 
 
 
Stock options
$
9,447

 
$
9,507

 
$
17,944

 
$
16,698

Employee stock purchases
377

 
383

 
770

 
740

Total stock-based compensation expense
$
9,824

 
$
9,890

 
$
18,714

 
$
17,438

Stock-based compensation expense relating to:
 

 
 

 
 

 
 

Cost of revenues
$
555

 
$
730

 
$
1,201

 
$
1,213

Sales and marketing
2,285

 
1,484

 
4,339

 
3,002

Research and development
2,490

 
1,665

 
4,794

 
3,592

General and administrative
4,494

 
6,011

 
8,380

 
9,631

Total stock-based compensation expense
$
9,824

 
$
9,890

 
$
18,714

 
$
17,438



The following are the weighted average assumptions used in the Black-Scholes-Merton option valuation model for the periods indicated:
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
Expected dividend yield
%
 
%
 
%
 
%
Risk-free interest rate
1.8
%
 
2.6
%
 
2.1
%
 
2.4
%
Expected volatility
79.8
%
 
50.7
%
 
67.2
%
 
50.6
%
Expected life (in years)
3.3

 
3.3

 
3.3

 
3.4



6.    Goodwill and Intangible Assets

Goodwill represents the excess of the fair value of consideration given over the fair value of the tangible assets, identifiable intangible assets and liabilities assumed in business combinations.

The following table summarizes goodwill as of December 31, 2018 and June 30, 2019 (in thousands):

 
Stamps.com Segment
 
MetaPack Segment
 
Total
Goodwill balance at December 31, 2018
$
239,705

 
$
142,005

 
$
381,710

Foreign currency translation

 
(705
)
 
(705
)
Goodwill balance at June 30, 2019
$
239,705

 
$
141,300

 
$
381,005



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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



We have amortizable and non-amortizable intangible assets consisting of trademarks, trade names, developed technology, non-compete agreements, customer relationships, and other. The gross carrying amount of amortizable and non-amortizable intangible assets was $226.1 million at June 30, 2019 and $226.5 million at December 31, 2018.  Non-amortizable assets of $11.4 million as of both June 30, 2019 and December 31, 2018 consist primarily of the trade name relating to the Endicia acquisition.

The following table summarizes our amortizable intangible assets as of June 30, 2019 (in thousands, except years):

 
Gross
Carrying
 Amount
 
Accumulated
 Amortization
 
Net Carrying
Amount
 
Remaining weighted average amortization period (years)
Patents and Others
$
8,889

 
$
8,889

 
$

 
0.0
Customer Relationships
109,956

 
39,815

 
70,141

 
8.1
Technology
80,681

 
21,314

 
59,367

 
9.8
Non-Compete
2,211

 
1,782

 
429

 
1.9
Trademarks and Trade Names
12,924

 
1,946

 
10,978

 
10.3
Total amortizable intangible assets at June 30, 2019
$
214,661

 
$
73,746

 
$
140,915

 
8.9

The following table summarizes our amortizable intangible assets as of December 31, 2018 (in thousands, except years):

 
Gross
Carrying
 Amount
 
Accumulated
 Amortization
 
Net Carrying
Amount
 
Remaining weighted average amortization period (years)
Patents and Others
$
8,889

 
$
8,866

 
$
23

 
0.5
Customer Relationships
110,194

 
33,299

 
76,895

 
8.6
Technology
80,878

 
17,451

 
63,427

 
10.3
Non-Compete
2,211

 
1,668

 
543

 
2.4
Trademarks and Trade Names
12,977

 
1,395

 
11,582

 
10.8
Total amortizable intangible assets at December 31, 2018
$
215,149

 
$
62,679

 
$
152,470

 
9.4

 
We recorded amortization of intangible assets totaling approximately $5.6 million and $11.1 million for the three and six months ended June 30, 2019, respectively. We recorded amortization of intangible assets totaling approximately $4.0 million and $8.0 million for the three and six months ended June 30, 2018, respectively. Amortization of intangible assets is included in general and administrative expense in the accompanying consolidated statements of income.

Our estimated amortization expense for the next five years and thereafter is as follows (in thousands):
Twelve Month Period Ending June 30,
Estimated
Amortization
Expense
2020
$
22,082

2021
21,734

2022
14,285

2023
9,566

2024
9,566

Thereafter
63,682

Total
$
140,915




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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


7.    Income Taxes

Our income tax expense was $7.7 million and $14.4 million for the three and six months ended June 30, 2019, respectively. The income tax expense for the three and six months ended June 30, 2019 was primarily due to (a) our pre-tax income multiplied by an estimated annual effective tax rate, partially offset by (b) discrete tax benefits related to the exercises of stock awards of approximately $0.1 million and $0.5 million, respectively. Our income tax expense was $738,000 and $2.4 million for the three and six months ended June 30, 2018, respectively. The income tax expense for the three and six months ended June 30, 2018 was primarily due to (a) our pre-tax income multiplied by an estimated annual effective tax rate, partially offset by (b) discrete tax benefits related to the exercises of stock awards of approximately $10.2 million and $20.9 million, respectively.

Our effective income tax rate differs from the statutory income tax rate primarily as a result of permanent tax adjustments for non-deductible expenses, state taxes, and tax benefits from research and development tax credits and exercises of stock awards. As of June 30, 2019 and December 31, 2018, we have recorded a valuation allowance of $1.3 million and $1.2 million, respectively, against certain state research and development credits for which we believe it is more likely than not that these deferred tax assets will not be realized. We also have recorded a valuation allowance against the activity of certain foreign jurisdictions.


8.    Fair Value Measurements

Financial assets measured at fair value on a recurring basis are classified in one of the three categories described below:

Level 1 - Valuations based on unadjusted quoted prices for identical assets in an active market

Level 2 - Valuations based on quoted prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets
 
Level 3 - Valuations based on inputs that are unobservable and involve management judgment and our own assumptions about market participants and pricing

The following tables summarize our financial assets measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 (in thousands):
 
 
 
 
Fair Value Measurement at Reporting Date Using
 
 
 
 
Description
June 30, 2019
 
Quoted Prices in
Active Markets
 for Identical
 Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
 Inputs
(Level 3)
Cash and cash equivalents
$
109,713

 
$
109,713

 

 

Total
$
109,713

 
$
109,713

 

 


 
 
 
Fair Value Measurement at Reporting Date Using
 
 
 
 
Description
December 31, 2018
 
Quoted Prices in
 Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
 Inputs
(Level 2)
 
Significant
Unobservable
 Inputs
(Level 3)
Cash and cash equivalents
$
113,757

 
$
113,757