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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
COMMISSION FILE NUMBER 0-29204
HOMECOM COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 58-2153309
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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BUILDING 14, SUITE 100,
3535 PIEDMONT ROAD
ATLANTA, GEORGIA 30305
(Address of principal executive offices and zip code)
(404)237-4646
(Registrant's telephone number, including area code)
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) and has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
As of August 13, 1997, there were 2,956,396 outstanding shares of the
Registrant's Common Stock, par value $.0001 per share.
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HOMECOM COMMUNICATIONS, INC.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
1) Balance Sheets as of June 30, 1997 and December 31,
1996..................................................... 2
2) Statements of Operations for the three and six months
ended June 30, 1997 and 1996............................. 3
3) Statements of Cash Flows for the six months ended June
30, 1997 and 1996........................................ 4
4) Notes to Financial Statements............................ 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................... 6
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K............................ 11
Signatures..................................................................... 12
Exhibit Index.................................................................. 13
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HOMECOM COMMUNICATIONS, INC.
BALANCE SHEETS
AS OF JUNE 30, 1997 AND DECEMBER 31, 1996
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JUNE 30, DECEMBER 31,
1997 1996
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(UNAUDITED) (AUDITED)
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 2,519,019 $ 332,377
Accounts receivable, net of allowance for uncollectible
accounts of $150,557 and $106,845 as of June 30, 1997
and December 31, 1996, respectively.................... 967,673 488,254
Other current assets...................................... 36,682 621
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Total current assets.............................. 3,523,374 821,252
FURNITURE, FIXTURES AND EQUIPMENT, NET...................... 510,964 359,260
SOFTWARE DEVELOPMENT COSTS, NET............................. 105,351 81,520
DEPOSITS.................................................... 56,029 57,527
DEFERRED OFFERING COSTS..................................... -- 406,963
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Total assets...................................... $ 4,195,718 $1,726,522
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LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 402,936 $ 649,794
Accrued salaries and payroll taxes payable................ 407,494 309,377
Accrued vacation.......................................... 14,935 14,935
Current portion of notes payable to stockholders.......... -- 989,904
Current portion of note payable to bank................... 12,126 13,614
Unearned revenue.......................................... 273,181 133,170
Current portion of obligations under capital leases....... 9,811 15,140
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Total current liabilities......................... 1,120,483 2,125,934
NOTE PAYABLE TO STOCKHOLDERS AND AFFILIATES................. -- 55,677
NOTE PAYABLE TO BANK........................................ -- 47,032
OTHER LIABILITIES........................................... 62,420 73,424
OBLIGATIONS UNDER CAPITAL LEASES............................ 27,692 45,124
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Total liabilities................................. 1,210,595 2,347,191
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.0001 par value, 15,000,000 shares
authorized, 2,956,396 and 1,923,063 shares issued and
outstanding at June 30, 1997 and December 31, 1996,
respectively........................................... 296 192
Additional paid-in capital................................ 5,370,212 472,726
Subscriptions receivable.................................. (468,004) (468,004)
Accumulated deficit....................................... (1,917,381) (625,583)
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Total stockholders' equity (deficit).............. 2,985,123 (620,669)
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Total liabilities and stockholders' equity
(deficit)....................................... $ 4,195,718 $1,726,522
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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HOMECOM COMMUNICATIONS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
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THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ------------------------
1997 1996 1997 1996
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NET SALES:
Service sales.............................. $ 707,426 $ 423,990 $ 1,600,571 $ 695,607
Equipment sales............................ 971 121,699 17,003 121,699
---------- ---------- ----------- ----------
Total net sales.................... 708,397 545,689 1,617,574 817,306
---------- ---------- ----------- ----------
COST OF SALES:
Cost of services........................... 362,602 72,629 694,708 119,021
Cost of equipment sold..................... 777 77,476 9,564 77,476
---------- ---------- ----------- ----------
Total cost of sales................ 363,379 150,105 704,272 196,497
---------- ---------- ----------- ----------
GROSS PROFIT................................. 345,018 395,584 913,302 620,809
---------- ---------- ----------- ----------
OPERATING EXPENSES:
Sales and marketing........................ 237,861 146,092 535,110 217,535
Product development........................ 150,377 9,581 198,016 26,581
General and administrative................. 814,574 272,478 1,357,605 387,281
Depreciation and amortization.............. 45,243 17,844 80,607 27,948
---------- ---------- ----------- ----------
Total operating expenses........... 1,248,055 445,995 2,171,338 659,345
---------- ---------- ----------- ----------
OPERATING LOSS............................... (903,037) (50,411) (1,258,036) (38,536)
OTHER EXPENSES (INCOME)
Interest expense........................... 33,141 14,009 53,665 15,576
Other expense (income), net................ (19,030) 82 (19,903) --
---------- ---------- ----------- ----------
LOSS BEFORE INCOME TAXES..................... (917,148) (64,502) (1,291,798) (54,112)
INCOME TAXES................................. -- -- -- --
---------- ---------- ----------- ----------
NET LOSS..................................... $ (917,148) $ (64,502) $(1,291,798) $ (54,112)
---------- ---------- ----------- ----------
NET LOSS PER SHARE........................... $ (0.35) $ (0.03) $ (0.57) $ (0.03)
---------- ---------- ----------- ----------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING................................ 2,584,326 1,866,067 2,268,134 1,866,067
---------- ---------- ----------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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HOMECOM COMMUNICATIONS, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
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SIX MONTHS ENDED
JUNE 30,
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1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(1,291,798) $ (54,112)
Adjustments to reconcile net loss to cash provided by
(used in) operating activities:
Depreciation........................................... 80,607 27,948
Amortization........................................... 5,324 --
Provision for bad debts................................ 43,712 10,015
Deferred rent expense.................................. (11,004) 29,421
Change in operating assets and liabilities:
Accounts receivable.................................. (523,131) (185,867)
Other current assets................................. (36,061) (673)
Deposits............................................. 1,498 (50,000)
Accounts payable and accrued expenses................ (223,438) 59,714
Accrued salaries and payroll taxes payable........... 98,117 93,615
Accrued vacation..................................... -- 22,279
Unearned revenue..................................... 140,011 105,562
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Net cash provided by (used in) operating activities.... (1,716,163) 57,902
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture, fixtures and equipment............. (210,511) (284,042)
Software development costs................................ (29,155) (19,881)
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Net cash used in investing activities.................. (239,666) (303,923)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of deferred offering costs........................ (438,867) --
Proceeds from note payable................................ -- 70,000
Repayment of note payable................................. (48,520) (4,635)
Proceeds from notes payable to stockholders............... 490,000 399,904
Repayment of notes payable to stockholders................ (1,335,581) (2,281)
Repayment of capital lease obligations.................... (44,561) 96
Proceeds from sale of stock, net of underwriting discounts
and commissions........................................ 5,520,000 --
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Net cash provided by financing activities.............. 4,142,471 463,084
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NET INCREASE IN CASH AND CASH EQUIVALENTS................... 2,186,642 217,063
CASH AND CASH EQUIVALENTS at beginning of period............ 332,377 129,095
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CASH AND CASH EQUIVALENTS at end of period.................. $ 2,519,019 $ 346,158
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON
CASH INVESTING AND FINANCING ACTIVITIES:
Cash paid during the period for interest.................. $ 53,664 $ 3,383
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</TABLE>
During the six month period ended June 30, 1997, capital lease obligations
of $21,800 were incurred when the Company entered into leases on computer
equipment.
During the six month period ended June 30, 1997, the Company issued 33,333
shares of common stock in satisfaction of a $200,000 note payable to
stockholder.
The accompanying notes are an integral part of these financial statements.
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HOMECOM COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to Article 10 of Regulation S-X of the
Securities and Exchange Commission. The accompanying unaudited financial
statements reflect, in the opinion of management, all adjustments necessary to
achieve a fair statement of the financial position and results of operations of
HomeCom Communications, Inc. (the "Company") for the interim periods presented.
All such adjustments are of a normal and recurring nature. These financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Registration Statement on Form S-1 (File No.
333-12219), which was declared effective by the Securities and Exchange
Commission on May 6, 1997.
2. STOCK OFFERING
In May 1997, the Company completed an initial public offering of its common
stock. The Company issued 1,000,000 shares at an initial public offering price
of $6.00 per share. The total proceeds of the offering, net of underwriting
discounts, commissions and offering expenses, were approximately $4,700,000. The
Company used a portion of the proceeds from the initial public offering to repay
outstanding principal amounts of approximately $1,300,000 loaned to the Company
by stockholders and affiliates plus accrued interest of approximately $65,000.
The Company issued 33,333 shares of common stock as payment in full of the
outstanding principal balance of a $200,000 loan from an investor.
3. NET LOSS PER SHARE
Net loss per common share is based on the Company's common stock and is
computed using the weighted average number of common and dilutive common
equivalent shares outstanding during the period. Dilutive common equivalent
shares consist of stock options and warrants (calculated using the treasury
stock method at the initial public offering price of $6.00 per share). Pursuant
to Securities and Exchange Commission Staff Accounting Bulletin No. 83, common
stock issued for consideration below the initial public offering price per share
and stock options issued with exercise prices below such price during the
twelve-month period preceding the date of the initial filing of the registration
statement have been included in the calculation of common shares, using the
treasury stock method, as if they were outstanding for all periods presented.
All per share data has been retroactively adjusted to reflect the 93.07-for-one
stock split approved by the Board of Directors on September 11, 1996 and
effective September 11, 1996.
4. INCOME TAXES
There was no provision for or cash payment of income taxes for the six
months ended June 30, 1997 and 1996, respectively, as the Company anticipates a
net taxable loss for the year ended December 31, 1997, and, prior to February 9,
1996, the Company qualified as a S Corporation for federal and state income tax
purposes.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Except for historical information contained herein, some matters discussed
in this report constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company notes that a variety of
risk factors could cause the Company's actual results and experience to differ
materially from the anticipated results or other expectations expressed in the
Company's forward-looking statements. Reference is made in particular to the
discussion set forth below in this report and set forth in the Company's
Registration Statement on Form S-1 (File No. 333-12219) which was declared
effective by the Securities and Exchange Commission on May 6, 1997.
GENERAL
The Company generates revenues through Internet and Intranet customized
software application development, web site development, web site hosting
services, computer hardware resales, consulting services and fees charged for
the maintenance of web sites. Most customized software application projects are
generally completed within six to eight weeks, although certain past, current
and future projects have taken and are expected to take longer to complete.
Revenues on customized application and web site development projects are
recognized using the percentage of completion method. Web site maintenance and
hosting revenues represent recurring revenues and are deferred and recognized
ratably over the period.
During the six month period ended June 30, 1997, expenses exceeded net
sales as the Company continued to develop its products and services, institute
its marketing and sales programs and implement the operational and
administrative support structure necessary to support its business. The Company
anticipates that it will continue to incur losses as it develops its products
and markets and continues to build its corporate infrastructure.
The Company's revenues and operating results have varied substantially from
period to period, and should not be relied upon as an indication of future
results. The Company historically has operated with no significant backlog
because its services are provided as requested by customers. As a result,
revenues in any quarter are substantially affected by the amount of services
requested by its customers. Moreover, unanticipated variations in the number and
timing of the Company's projects or in employee utilization rates may cause
significant variations in revenues in any particular quarter. An unanticipated
termination of a major project, a client's decision not to pursue a new project
or proceed to succeeding stages of a current project, or the completion during a
quarter of several major client projects, could require the Company to pay
underutilized employees and therefore have a material adverse effect on the
Company's results of operations and financial condition.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996
Net Sales. Net sales increased 29.8% from $545,689 in the second quarter
of 1996 to $708,397 in the second quarter of 1997. Revenues from service sales
increased 66.8% from $423,990 in the second quarter of 1996 to $707,426 in the
second quarter of 1997. This increase of $283,436 is primarily attributable to
increases in hosting revenues of approximately $199,000 and security consulting
revenues of approximately $86,000. Revenues from equipment sales were $971
during the second quarter of 1997.
Cost of Sales. Cost of sales for services includes salaries for
programmers, technical staff and customer support. Cost of sales for services
increased from $72,629, or 13.3% of revenues in the second quarter of 1996 to
$362,602, or 51.2% of revenues in the second quarter of 1997. This increase
reflects the Company's significant increase in payroll costs associated with the
hiring of additional technical personnel. Increases in the Company's cost of
sales as a percentage of sales reflects the hiring of technical personnel to
create available capacity for anticipated revenue growth.
Gross Profit. Gross profit decreased by $50,566 from $395,584 in the
second quarter of 1996 to $345,018 in the second quarter of 1997. Gross profit
margins decreased from 72.5% during the second quarter of 1996 to
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48.7% during the second quarter of 1997. This decrease as a percentage of
revenues primarily reflects increased costs incurred by the Company for
technical personnel hired in advance of anticipated revenue growth.
Sales and Marketing. Sales and marketing expenses include salaries,
variable commissions and bonuses for the sales force, advertisement and
promotional marketing materials, travel and telephone charges. Sales and
marketing expenses increased 62.8% from $146,092 in the second quarter of 1996
to $237,861 in the second quarter of 1997. This increase was primarily
attributable to an increase in advertising and marketing expenses. As a
percentage of revenues, these expenses increased from 26.8% of revenues in the
second quarter of 1996 to 33.6% of revenues in the second quarter of 1997.
Product Development. Product development expenses consist of personnel
costs required to conduct the Company's product development effort. Management
believes that significant continuing investments in product development are
required to compete effectively in the Company's industry. As a consequence, the
Company has increased expenditures on product development primarily through the
employment of additional development personnel. Total expenditures for product
development were $165,128, or 23.3% of net sales in the second quarter of 1997,
of which $14,751 were capitalized. This compares to total product development
expenditures of $29,462, or 5.4% of sales, in the second quarter of 1996, of
which $19,881 were capitalized.
General and Administrative. General and administrative expenses include
salaries for administrative personnel, rents, telephone charges, insurance and
other administrative expenses. General and administrative expenses increased
from $272,478 in the second quarter of 1996 to $814,574 in the second quarter of
1997. As a percentage of net sales, these expenses increased from 49.9% in the
second quarter of 1996 to 115.0% in the second quarter of 1997. This increase as
a percentage of net sales primarily reflects increases for operational and
administrative support personnel incurred to support anticipated growth. The
Company does not expect significant incremental increases in general and
administrative expenses during the remainder of 1997 and expects general and
administrative costs as a percentage of net sales to decrease if the Company is
successful in increasing its revenues.
Depreciation and Amortization. Depreciation and amortization includes
depreciation and amortization of computers, network equipment, office equipment
and equipment under capital leases. Depreciation and amortization increased from
$17,844, or 3.3% of revenues in the second quarter of 1996 to $45,243, or 6.4%
in the second quarter of 1997, reflecting increased expenditures on capital
equipment. The Company expects additional capital investments during 1997 as it
continues to develop the infrastructure needed to support higher levels of
operations. However, the Company may choose to forego additional capital
investments if sales do not increase to the levels targeted by management.
Interest Expense. Interest expense increased from $14,009 in the second
quarter of 1996 to $33,141 during the second quarter of 1997, principally
reflecting increased debt levels associated with notes payable to investors
entered into in 1996.
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996
Net Sales. Net sales increased 97.9% from $817,306 in the first six months
of 1996 to $1,617,574 in the first six months of 1997. Revenues from service
sales increased 130.1% from $695,607 in the second quarter of 1996 to $1,600,571
in the second quarter of 1997. This increase of $904,964 is primarily
attributable to increases in hosting revenues of approximately $365,000, Web
site development and customized applications revenues of approximately $383,000
and security consulting revenue of approximately $137,000. Revenues from
equipment sales were $17,003 during the first six months of 1997.
Cost of Sales. Cost of sales for services increased from $119,021, or
14.6% of revenues in the first six months of 1996 to $694,708, or 42.9% of
revenues in the first six months of 1997. This increase reflects the Company's
significant increase in payroll costs associated with the hiring of additional
technical personnel. Increases in the Company's cost of sales as a percentage of
sales reflects the hiring of technical personnel to create available capacity
for anticipated revenue growth.
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Gross Profit. Gross profit increased by $292,493 from $620,809 in the
first six months of 1996 to $913,302 in the first six months of 1997. Gross
profit margins decreased from 76.0% during the first six months of 1996 to 56.5%
during the first six months of 1997. This decrease as a percentage of revenues
primarily reflects increased costs incurred by the Company for technical
personnel hired in advance of anticipated revenue growth.
Sales and Marketing. Sales and marketing expenses increased 146.0% from
$217,535 in the first six months of 1996 to $535,110 in the first six months of
1997. This increase was primarily attributable to an increase in advertising and
marketing expenses. As a percentage of revenues, these expenses increased from
26.6% of revenues in the first six months of 1996 to 33.1% of revenues in the
first six months of 1997.
Product Development. Total expenditures for product development were
$227,171, or 14.0% of net sales in first six months of 1997, of which $29,155
were capitalized. This compares to total product development expenditures of
$46,462, or 5.7% of sales, in the first six months of 1996, of which $19,881
were capitalized.
General and Administrative. General and administrative expenses increased
from $387,281 in the first six months of 1996 to $1,357,605 in the first six
months of 1997. As a percentage of net sales, these expenses increased from
47.4% in the first six months of 1996 to 83.9% in the first six months of 1997.
This increase as a percentage of net sales reflects primarily increases for
operational and administrative support personnel incurred to support anticipated
growth.
Depreciation and Amortization. Depreciation and amortization increased
from $27,948, or 3.4% of revenues in the first six months of 1996 to $80,607, or
5.0% in the first six months of 1997, reflecting increased expenditures on
capital equipment. The Company expects additional capital investments during
1997 as it continues to develop the infrastructure needed to support higher
levels of operations.
Interest Expense. Interest expense increased from $53,665 in the first six
months of 1996 to $53,655 during the first six months of 1997, principally
reflecting increased debt levels associated with notes payable to investors
entered into in 1996.
LIQUIDITY AND CAPITAL RESOURCES
General
Following completion of its initial public offering, the Company
increased its expenses in anticipation of potential increased sales. During the
quarter ended June 30, 1997, the Company realized that sales did not increase at
the rate anticipated. In response, the Company has taken efforts to reduce its
general and administrative costs.
The Company has substantially limited unused sources of capital. As of June
30, 1997, the Company had net working capital of $2,402,891. Because the Company
expects to continue to incur substantial operating losses, the Company will
continue to use substantial sums of cash in its operations throughout the
remainder of this calendar year, and possibly for an indefinite period
thereafter. Accordingly, the Company will attempt to obtain additional capital
not later than December 31, 1997. No assurance can be given that the Company
will be successful in its efforts to obtain additional capital, or that capital
will be available on terms acceptable to the Company. If the Company exhausts
its current sources of capital and is not able to obtain additional capital, the
Company will be required to undertake certain steps to continue its operations.
Such steps may include immediate reduction of the Company's operating costs and
other expenditures, including potential reductions of personnel and suspension
of salary increases and capital expenditures. If such measures are not
sufficient, the Company may elect to implement other cost reduction actions as
the Company may determine are necessary and in the Company's best interests. Any
such actions undertaken may limit the Company's opportunities to realize
continued increases in sales and the Company may not be able to reduce its costs
in amounts sufficient to achieve break-even or profitable operations. If the
Company exhausts its sources of capital, and subsequent cost reduction measures
are not sufficient to allow the Company to achieve break-even or profitable
operations, the Company will be forced to seek protection from its creditors.
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Net cash used in operating activities was $1,716,163 for the six month
period ended June 30, 1997. The Company has primarily financed its operations to
date through public and private sales of equity securities and loans from its
principal stockholders and affiliates. Net cash provided by financing activities
was $4,142,471 and $463,084 during the six month periods ended June 30, 1997 and
1996, respectively. During May 1997, the Company completed an initial public
offering of its common stock, issuing 1,000,000 shares at a price of $6.00 per
share. The proceeds from the initial public offering were approximately
$4,700,000, net of underwriting discounts, commissions and expenses of the
offering. The Company has repaid all outstanding principal amounts loaned to the
Company by stockholders and affiliates.
The Company spent $210,511 and $284,042 during the six month periods ended
June 30, 1997 and 1996, respectively, for the purchase of capital equipment.
These amounts were expended primarily for computer equipment, communications
equipment and software necessary for the Company to increase its presence in the
Internet and Intranet applications marketplace. The Company's commitments as of
June 30, 1997 consist primarily of leases on its Atlanta and Washington, DC
facilities. At June 30, 1997, there were no material commitments for capital
expenditures.
Accounts receivable, net of allowance for doubtful accounts, totaled
$967,673 as of June 30, 1997. Trade receivables are monitored by the Company
through ongoing credit evaluations of its customers' financial conditions. The
allowance for doubtful accounts is considered by management to be an adequate
reserve for known and estimated bad debts of the Company. A revision in this
reserve due to actual results differing from this estimate could have a material
impact on the results of operations, financial position and liquidity of the
Company.
HISS Acquisition
In August 1996, HomeCom acquired all of the outstanding capital stock of
HomeCom Internet Security Services, Inc. ("HISS"), a Delaware corporation formed
in July 1996 to provide Internet and Intranet security system consulting
services. In the transaction, the former holders of HISS's capital stock
received the right to receive their pro rata share of four annual earnout
payments to be paid not later than March 31 of 1998, 1999, 2000 and 2001 (each,
an "Annual Earnout"). Each Annual Earnout will be one-fourth of an amount equal
to 30% of HISS's gross revenues for the 12 month period ending December 31,
1997; provided, however, that (i) the amount of each Annual Earnout will be
limited to the amount of HISS's net profits for the 12-month period ended
December 31 immediately preceding the payment date (the "Profit Cap"), (ii)
amounts not paid in a year as a result of the Profit Cap will be carried forward
to the subsequent year, and (iii) amounts not paid in the fourth year as a
result of the Profit Cap will be forfeited. Each Annual Earnout can be paid in
whole or in part in cash or, at HomeCom's option, in shares of Common Stock
based upon the average trading price of the Common Stock for the ten trading
days immediately preceding payment of the Annual Earnout. An Annual Earnout will
not be paid if the recipient is then in violation of the non-solicitation and
non-competition provisions contained in the Stock Purchase Agreement to which
the former holders of HISS's capital stock are subject. Roger Nebel, Vice
President and a director of the Company, owned 48% of HISS's outstanding capital
stock and will be entitled to receive 48% of the Annual Earnouts. HISS was
merged with and into the Company on September 11, 1996. The Company currently
anticipates that any and all amounts earned under this Agreement shall be paid
in the form of shares of the Company's common stock, rather than cash.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, Statement of Financial Accounting Standards No. 130
"Reporting Comprehensive Income" ("FAS 130") was issued. FAS 130 establishes
standards for reporting and display of comprehensive income and its components.
FAS 130 is effective for fiscal years beginning after December 15, 1997. The
effect on the Company's financial statements will be immaterial. The Company
will adopt FAS 130 on its effective date.
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In June 1997, Statement of Financial Accounting Standards No. 131
"Disclosures about Segments of an Enterprise and Related Information" ("FAS
131") was issued. FAS 131 is designed to improve the information provided in
financial statements about the different types of business activities in which
the enterprise engages and economic environments in which the enterprise
operates. FAS 131 is effective for fiscal years beginning after December 15,
1997. Earlier application is encouraged. The Company will adopt FAS 131 on its
effective date. Such adoption will have no effect on net income of the Company.
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PART II. OTHER INFORMATION
ITEMS 1-5. NOT APPLICABLE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule (For SEC use only)
(b) Reports on Form 8-K
None
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<PAGE> 13
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.
HomeCom Communications, Inc.
Date: August 14, 1997 /s/ Harvey W. Sax
-------------------- ----------------------------
President and
Chief Executive Officer
Date: August 14, 1997 /s/ Norman H. Smith
-------------------- ----------------------------
Vice President Finance and
Administration
(Principal Financial Officer)
Date: August 14, 1997 /s/ Vinod Keni
-------------------- ----------------------------
Corporate Controller
(Principal Accounting Officer)
12
<PAGE> 14
HOMECOM COMMUNICATIONS, INC.
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
27 Financial Data Schedule (For SEC Use only)
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED THE FINANCIAL
STATEMENTS OF HOMECOM COMMUNICATIONS, INC. FOR THE SIX-MONTH PERIOD ENDED JUNE
30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,519,019
<SECURITIES> 0
<RECEIVABLES> 1,118,230
<ALLOWANCES> 150,557
<INVENTORY> 0
<CURRENT-ASSETS> 3,523,374
<PP&E> 680,361
<DEPRECIATION> 169,397
<TOTAL-ASSETS> 4,195,718
<CURRENT-LIABILITIES> 1,120,483
<BONDS> 0
0
0
<COMMON> 296
<OTHER-SE> 2,984,827
<TOTAL-LIABILITY-AND-EQUITY> 4,195,718
<SALES> 17,003
<TOTAL-REVENUES> 1,617,574
<CGS> 9,564
<TOTAL-COSTS> 704,272
<OTHER-EXPENSES> 3,127,626
<LOSS-PROVISION> 43,712
<INTEREST-EXPENSE> 53,665
<INCOME-PRETAX> (1,291,798)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,291,798)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,291,798)
<EPS-PRIMARY> (0.57)
<EPS-DILUTED> (0.57)
</TABLE>
