<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
---------------- ------------------
COMMISSION FILE NO. 000-27003
HEADHUNTER.NET, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-2403177
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
333 RESEARCH COURT, SUITE 200, NORCROSS, GA 30092
(Address of principal executive offices)
770/349-2400
(Registrant's telephone number, including area code)
Indicate by check X whether the registrant: (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
The number of outstanding shares of the registrant's common stock on October 30,
2000 was 20,182,199.
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<TABLE>
<S> <C>
PART I FINANCIAL INFORMATION
ITEM 1 Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2000 And December 31, 1999
Condensed Consolidated Statements of Operations for the Three Month and Nine Month Periods ended
September 30, 2000 and 1999
Condensed Consolidated Statements of Cash Flows for the Nine Month Periods ended September 30, 2000
and 1999
Condensed Notes to Financial Statements
ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings
ITEM 2 Changes in Securities and Use of Proceeds
ITEM 3 Defaults upon Senior Securities
ITEM 4 Submission of Matters to a Vote of Security Holders
ITEM 5 Other Information
ITEM 6 Exhibits and Reports on Form 8-K
SIGNATURES
</TABLE>
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PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements
HEADHUNTER.NET, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
-------------- --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ....................................................... $ 16,782,641 $ 16,938,708
Short-term investments .......................................................... 1,665,191 4,125,084
Accounts receivable:
Trade, net of allowances for doubtful accounts of $1,226,932 and $209,475
for September 30, 2000 and December 31, 1999,
respectively ............................................................... 8,376,753 1,846,813
Prepaid expenses and other ...................................................... 2,292,259 561,418
-------------- --------------
Total current assets ....................................................... 29,116,844 23,472,023
PROPERTY AND EQUIPMENT, NET ......................................................... 5,730,017 1,749,711
INTANGIBLE ASSETS, NET .............................................................. 72,334,092 1,197,071
OTHER NONCURRENT ASSETS ............................................................. 642,377 560,939
-------------- --------------
Total assets ............................................................... $ 107,823,330 $ 26,979,744
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ................................................................ 2,931,383 614,058
Accrued expenses ................................................................ 5,645,565 1,409,923
Customer deposits ............................................................... 552,005 131,356
Deferred revenue ................................................................ 3,737,232 80,483
Short-Term Borrowings ........................................................... 10,317,473 0
-------------- --------------
Total current liabilities .................................................. 23,183,658 2,235,820
-------------- --------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value, 45,500,000 shares authorized and 10,802,833
shares issued and outstanding at December 31, 1999, 45,500,000 shares
authorized and 20,160,475 issued and
outstanding at September 30, 2000 ............................................... 201,605 108,028
Additional Paid-in Capital ........................................................ 139,439,198 64,784,569
Stock Warrants .................................................................... 341,834 341,834
Accumulated Deficit ............................................................... (55,342,965) (36,478,292)
Deferred Compensation ............................................................. 0 (4,012,215)
-------------- --------------
Total shareholders' equity ................................................. 84,639,672 24,743,924
-------------- --------------
Total liabilities and shareholders' equity ................................. $ 107,823,330 $ 26,979,744
============== ==============
</TABLE>
The accompanying notes are an integral part of these statements
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HEADHUNTER.NET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
September 30, September 30,
----------------------------- -----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Service Revenue ............................. $ 14,449,511 $ 2,555,918 $ 29,207,597 $ 4,628,268
Advertising Revenue ......................... 565,625 336,735 1,949,753 677,340
------------ ------------ ------------ ------------
Total Revenues .................... 15,015,136 2,892,653 31,157,350 5,305,608
------------ ------------ ------------ ------------
COST OF REVENUES ................................. 265,740 33,272 455,984 93,527
------------ ------------ ------------ ------------
Gross profit ...................... 14,749,396 2,859,382 30,701,366 5,212,082
OPERATING EXPENSES
Marketing and Selling Expenses .............. 15,019,226 2,939,547 35,381,765 5,819,476
General and Administrative Expenses ......... 2,582,041 1,156,159 6,619,798 2,362,664
Stock Compensation Expense .................. 3,502,092 488,763 4,012,215 5,039,351
Depreciation and Amortization ............... 3,399,095 134,484 4,231,637 332,725
------------ ------------ ------------ ------------
Operating loss .................... (9,753,058) (1,859,571) (19,544,047) (8,342,134)
OTHER INCOME (EXPENSE): .......................... 157,855 107,112 679,375 66,196
------------ ------------ ------------ ------------
NET LOSS ......................................... $ (9,595,203) $ (1,752,459) $(18,864,674) $ (8,275,938)
============ ============ ============ ============
NET LOSS PER SHARE:
Basic and diluted net loss per share ........... $ (0.54) $ (0.28) $ (1.43) $ (8.33)
============ ============ ============ ============
Weighted average common shares outstanding ..... 17,653,531 6,268,190 13,164,009 3,597,641
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements
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HEADHUNTER.NET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
2000 1999
------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ........................................................................ $(18,864,674) $ (8,275,938)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and Amortization ................................................. 4,231,637 332,725
Compensation Expense .......................................................... 4,012,215 5,039,351
Changes in working capital:
Increase in current assets .................................................... (7,122,440) (966,758)
Increase in current liabilities ............................................... 4,992,009 1,772,344
------------ ------------
Net cash used in operating activities ...................................... (12,751,252) (2,098,276)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments .............................................. 2,459,893 --
Purchase of property and equipment .............................................. (4,794,111) (1,045,853)
Cash acquired in Career Mosaic transaction ...................................... 5,000,000 --
Acquisition of Domain Name ...................................................... (550,000) --
------------ ------------
Net cash used in investing activities ...................................... 2,115,782 (1,045,853)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of
Class A preferred stock ....................................................... -- 406,750
Proceeds from issuance of common stock to
Officers and key employees .................................................... 431,634 280,000
Proceeds from initial public offering of
Common stock, net of related issuance costs ................................... -- 26,833,791
Exercise of Warrant ............................................................. 30,296 --
Proceeds of Debt ................................................................ 10,017,473 --
------------ ------------
Net cash provided by financing activities .................................. 10,479,403 27,520,541
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS ......................................... (156,067) 24,376,412
CASH AND CASH EQUIVALENTS, beginning of period .................................... 16,938,708 254,937
------------ ------------
CASH AND CASH EQUIVALENTS, end of period .......................................... $ 16,782,641 $ 24,631,349
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Short-term debt issued related to acquisition of internet domain name ............. $ 300,000 $ --
============ ============
Non-cash acquisition of CareerMosaic by issuance of common stock .................. $ 65,175,000 $ --
============ ============
Non-cash acquisition of MiracleWorkers by issuance of common stock ................ $ 8,625,000 $ --
============ ============
</TABLE>
The accompanying notes are an integral part of these statements
5
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HEADHUNTER.NET, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
1. The accompanying unaudited interim condensed consolidated financial
statements have been prepared by management of HeadHunter.NET, Inc.
("the Company") in accordance with rules and regulations of the
Securities and Exchange Commission ("SEC"). Accordingly, 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 SEC. The accompanying unaudited consolidated
condensed financial statements reflect, in the opinion of management,
all adjustments necessary to achieve a fair statement of the Company's
financial position and results for the interim periods presented. All
such adjustments are of a normal and recurring nature. These condensed
financial statements should be read in conjunction with the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, as
amended.
2. Basic loss per common share ("EPS") was computed by dividing net loss
attributable to common shareholders by the weighted average number of
shares of common stock outstanding for the period then ended. The
effect of the Company's stock options (using the treasury stock method)
was excluded in the computation of diluted EPS for the three months and
nine months ended September 30, 2000 and September 30, 1999,
respectively, as it is anti-dilutive.
In January 1999, a one-time non-cash charge to accumulated deficit of
$21.7 million was recorded in conjunction with the conversion of the
loan and security agreement from debt to equity. This conversion was
accounted for as a distribution to the Class A preferred shareholders
and therefore, an increase in net loss attributable to common
shareholders. The following table represents a reconciliation of the
net loss per the statement of operations to the net loss attributable
to common shareholders:
<TABLE>
<S> <C>
Net Loss ......................................... $ (8,275,938)
Distribution to preferred shareholders ........... (21,699,996)
------------
Net loss available to common shareholders ........ $(29,975,934)
============
Weighted average shares outstanding .............. 3,597,641
============
Net loss per share ............................... $ (8.33)
------------
</TABLE>
3. On August 24, 1999, the Company completed its initial public offering
of 3,000,000 shares of common stock at an offering price of $10.00 per
share. Net proceeds from the offering were approximately $27.0 million
after deducting underwriters' discounts and commissions and expenses of
the offering. The Company used a portion of the proceeds to pay off all
of its long-term debt, a $250,000 payment in December 1999 for the
acquisition of All In One Submit and for general corporate purposes
including sales and marketing initiatives. On September 7, 1999, the
underwriters exercised their over-allotment option to purchase an
additional 450,000 shares which were sold in the offering at $10.00 per
share. All of these shares were sold by two selling shareholders and
the Company did not receive any proceeds as a result of the sale.
4. Recent Transactions
On July 19, 2000, HeadHunter.NET, Inc. closed its acquisition of Career
Mosaic Inc., a unit of the marketing communications firm Bernard Hodes
Group Inc., a wholly owned subsidiary of Omnicom Group Inc. and issued
7.5 million shares to the Career Mosaic stockholders.
On August 28, 2000, HeadHunter.NET, Inc. closed its acquisition of
MiracleWorkers.com, Inc., by exchanging 1,444,400 shares of
HeadHunter.NET common stock for all outstanding shares of
MiracleWorkers stock.
The following summary, prepared on a pro forma basis, combines the
consolidated results of operations (unaudited) as if the acquisitions
had taken place on January 1, 1999. Such pro forma amounts are not
necessarily indicative of what actual results of operations might have
been if the acquisitions had been effective on January 1, 1999:
<TABLE>
<CAPTION>
Nine months
ended September 30,
2000 1999
------------ -----------
<S> <C> <C>
Revenues 40,256,466 15,532,736
Operating loss (41,468,338) (20,682,728)
Net loss (40,788,963) (20,639,844)
Basic and diluted net loss
per share (2.05) (3.26)
</TABLE>
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. All statements regarding our
expected financial position and operating results, our business
strategy and our financing plans are forward-looking statements. These
statements can sometimes be identified by our use of forward-looking
words such as "may," "will," "anticipate," "estimate," "expect," or
"intend." Known and unknown risks, uncertainties and other factors
could cause our actual results to differ materially from those
contemplated by these statements. Such risks and uncertainties include
our ability to retain and grow our base of employers, recruiters and
job seekers, our ability to successfully integrate new employers,
recruiters and job seekers and/or assets obtained through acquisitions,
the highly competitive markets in which we operate and our ability to
respond to technological developments affecting the Internet. The
Company's Annual Report on Form 10-K, as amended, filed with the
Securities and Exchange Commission discusses some additional important
factors that could cause the Company's actual results to differ
materially from those in such forward-looking statements.
OVERVIEW
We provide online recruiting services to employers, recruiters and job seekers
via our web site. HNET, Inc., our predecessor, was founded in October 1995 and
was wholly owned by Warren L. Bare. From its inception until late 1996, HNET,
Inc. derived all of its revenues from web site development consulting services.
As a result of the experience that it gained during this period, HNET, Inc.
identified online recruiting as an emerging industry. It launched the
www.headhunter.net web site in October 1996, and began to focus on growing its
online recruiting service business.
In October 1997, HNET, Inc. entered into an investment agreement with ITC
Holding Company, Inc. under which:
- HeadHunters, L.L.C. was formed;
- HNET, Inc. contributed all of its assets related to the
operation of the web site in exchange for a 45% interest in
HeadHunters, L.L.C.; and
- ITC contributed $1.1 million in cash in exchange for a 55%
interest in HeadHunters, L.L.C.
This transaction was accounted for as a purchase.
In July 1998, HeadHunters, L.L.C., ITC and Warren L. Bare entered into a
contribution agreement under which:
- HeadHunter.NET, Inc. was incorporated;
- Mr. Bare contributed all of the outstanding stock of HNET,
Inc. to us in exchange for 2,200,000 shares of our common
stock and 50,000 shares of our Class A preferred stock; and
- ITC contributed its 55% interest in HeadHunters, L.L.C. to us
in exchange for 2,750,000 shares of our Class A preferred
stock.
This transaction was accounted for in a manner similar to a pooling of interest.
As a result of this transaction, HeadHunters, L.L.C. and HNET, Inc. became our
wholly-owned subsidiaries.
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We derive revenue primarily from fees paid by employers and recruiters to post
job opportunities on our web site using performance postings which allow premium
positioning within a search result. We also earn revenue from fees paid by
employers and recruiters for additional services and from the sale of banner
advertisements. Initially, we charged one flat fee for a combination of our
services, although we did not charge employers and recruiters to post job
opportunities on our web site. As a result, revenue was earned principally from
a combination of upgrade fees and the sale of banner advertisements on our web
site, with sales of banner advertising comprising a more significant percentage
of our revenues. We modified our pricing structure effective as of August 1,
1998 and began offering upgrade services on a per job basis and on April 3, 2000
we changed our pricing and packaging structure by replacing the upgrade service
with performance postings that offer enhanced visibility based upon the product
pricing. As a result of the growth of our sales force and the pricing changes
related to job postings, revenue associated with job postings has continued to
grow as a percentage of our revenues. We also continue to generate additional
sources of revenue from banner advertising and the sale of complementary
services to our job posting products.
From June 1, 1999 until April 3, 2000, we charged employers and recruiters a fee
for a basic posting of job opportunities and employers and recruiters who wanted
to improve the placement of their jobs in a search result could pay an
additional fee. Beginning on April 3, 2000 we changed the pricing and packaging
of our job posting service to a performance posting service where employers and
recruiters purchase a single product at a price point that gives them the
desired priority in the job search results. The new minimum cost is $50 for an
economy listing while the standard listing is priced at $100. Increases in
search result priority are available in $25 increments. We generally provide
favorable pricing terms to employers and recruiters that post a significant
number of job opportunities.
We implemented our "VIP Resume Reserve" service in April 1999. Until February
2000, we held all resumes in our VIP Resume Reserve for seven days before we
posted them for general review on our web site. The reserve also contained
resumes that job seekers specifically requested to remain in the reserve instead
of being posted for general review. In February 2000, we implemented a new
pricing structure whereby employers and recruiters must pay a quarterly or
annual subscription fee to access any complete resume.
We believe that job posting fees and fees paid to access resumes will account
for a substantial majority of our revenues for the foreseeable future.
We record advance billings prior to the delivery of services or the display of
an advertisement as deferred revenues and recognize them as revenue ratably when
the services are provided or the advertisements are displayed. At September 30,
2000 and December 31, 1999, we had approximately $3.7 million and $80,000 of
deferred revenues, respectively.
Our costs and expenses include:
- costs of revenues, consisting of bandwidth access fees,
co-location costs and Internet connection charges;
- marketing and selling expenses, consisting primarily of
salaries and commissions for sales, marketing and customer
service personnel, advertising costs and other
marketing-related expenses (including strategic relationship
and product design costs);
- general and administrative expenses, consisting primarily of
salaries and related costs for general corporate functions,
including finance and accounting personnel, software
development and technical personnel, office facilities and
fees for professional services; and
- depreciation and amortization, including depreciation of
computer and other equipment and amortization of goodwill.
We have recently made significant changes to our pricing policy. Accordingly, we
have an extremely limited operating history on which you can base an evaluation
of our company. Thus, period-to-period comparisons of our operating results are
not
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particularly meaningful, and you should not rely on the results for any
period as an indication of our future performance. We have experienced, and
expect to continue to experience, seasonality in our user traffic, with lower
traffic during the summer vacation and year-end holiday periods. Because our
business model is new, we do not know if our results of operations are subject
to any additional seasonal fluctuations. We believe that revenue from classified
advertising and other traditional recruiting services is generally lower in the
months of July, November and December because of vacation periods and holiday
seasons. As the online recruiting market develops, we believe that we may
experience similar seasonal patterns or discover other seasonal patterns.
We have a history of losses and at September 30, 2000 and December 31, 1999, we
had an accumulated deficit of $55.3 and $36.5 million, respectively, which
includes a one-time non-cash charge of $21.7 million for the difference between
the fair value and the conversion price of the loan and security agreement
related to conversion of this instrument from debt to equity in January 1999.
This was accounted for as a distribution to ITC Service Company, a Class A
preferred shareholder, and therefore, an increase in net loss attributable to
common shareholders. See Note 2 to our financial statements for further
discussion. We expect to continue to incur losses and negative cash flow for the
foreseeable future. In addition, to foster our planned growth, we expect to
continue to significantly increase our operating expenses in the areas of
marketing, sales and technology.
RESULTS OF OPERATIONS
The following table sets forth the percentage of revenues represented by certain
line items in the Company's condensed consolidated statements of operations for
the periods indicated
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
September 30, September 30,
-------------------------- -------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Service Revenue ......................... 96% 88% 94% 86%
Advertising Revenue ..................... 4 12 6 14
---- ---- ---- ----
Total Revenues ............... 100 100 100 100
---- ---- ---- ----
COST OF REVENUES ............................ 2 1 1 2
---- ---- ---- ----
Gross profit ................. 98 99 99 98
OPERATING EXPENSES
Marketing and Selling Expenses .......... 100 102 114 112
General and Administrative Expenses ..... 17 40 21 45
Stock Compensation Expense .............. 23 17 13 95
Depreciation and Amortization ........... 23 5 14 6
---- ---- ---- ----
Operating loss ............... (65) (64) (63) (157)
OTHER INCOME (EXPENSE): ..................... 1 4 2 1
---- ---- ---- ----
NET LOSS .................................... (64)% (60)% (61)% (156)%
==== ==== ==== ====
</TABLE>
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Three Months Ended September 30, 2000, As Compared to the Three Months Ended
September 30, 1999
Revenues. Our revenues increased $12.1 million, or 417%, from $2.9
million for the three months ended September 30, 1999 to $15.0 million for the
three months ended September 30, 2000. Revenues from job posting and upgrade
fees grew from $2.5 million to $14.4 million. This increase primarily resulted
from the pricing changes that were implemented on April 3, 2000, the growth of
our direct sales force, a more aggressive marketing campaign and our acquisition
of Career Mosaic. During the same time frame, our advertising revenue grew from
$337,000 to $566,000. This growth resulted from an increase in traffic to our
web site, which enabled us to sell more banner advertisements on our web site.
Costs of revenues. Our costs of revenues increased $233,000, or 706%,
from $33,000 for the three months ended September 30, 1999 to $266,000 for the
three months ended September 30, 2000. Costs of revenues increased primarily due
to cost required to accommodate the growth in user traffic and content on our
web site in addition to costs relating to moving to different co-location
facilities and approximately $60,000 in expenses related to expenses assumed
related to the Career Mosaic web site.
Marketing and selling expenses. Marketing and selling expenses
increased $12.1 million, or 417%, from $2.9 million for the three months ended
September 30, 1999 to $15.0 million for the three months ended September 30,
2000. Marketing expenses increased $5.9 million, or 347%, from $1.7 million for
the three months ended September 30, 1999 to $7.6 million for the three months
ended September 30, 2000. This increase is primarily the result of aggressive
advertising and marketing campaigns designed to attract more employers,
recruiters and job seekers to our web site and personnel to support increased
marketing activities. Selling expenses increased $6.2 million, or 517%, from
$1.2 million for the three months ended September 30, 1999 to $7.4 million for
the three months ended September 30, 2000. This increase is primarily due to the
addition of direct sales personnel to our sales force from September 30, 1999
through September 30, 2000, and sales management and administrative personnel
hired to support our sales effort.
General and administrative expenses. General and administrative
expenses increased $1.4 million, or 117%, from $1.2 million for the three months
ended September 30, 1999 to $2.6 million for the three months ended September
30, 2000. The increase in these expenses was primarily due to an increase of
$1.0 million for salaries, benefits and other employee-related costs due to the
hiring of additional personnel. We expect general and administrative expenses to
continue to grow as we hire additional personnel and incur additional expenses
to support the growth of our operations.
Stock compensation expense. Stock compensation expense was $3.5 million
for the three months ended September 30, 2000. Such expense is related to the
amortization of compensation expense for option grants issued below fair value.
The one time stock compensation expense was a result of the accelerated vesting
of outstanding options due to the Career Mosaic transaction. During the three
months ended March 31, 1999, we sold 271,167 shares of Class A preferred stock
to executive officers, key employees and directors at $1.50 per share. During
the three months ended June 30, 1999 we sold 140,000 shares of common stock to a
group of executive officers, key employees and directors at $2.00 per share. In
accordance with Accounting Principles Board Opinion No. 25, in the three months
ended September 30, 1999 we recognized $489,000 in compensation expense related
to the difference between the purchase price and the estimated fair value of the
shares of Class A preferred stock and common stock.
Depreciation and amortization. Depreciation and amortization increased
$3.3 million, or 2,363%, from $134,000 for the three months ended September 30,
1999 to $3.4 million for the three months ended September 30, 2000. Depreciation
increased $432,000, or 514%, from $84,000 for the three months ended September
30, 1999 to $516,000 for the three months ended September 30, 2000. The increase
in depreciation was primarily the result of the purchase of additional capital
equipment.
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Goodwill amortization expense increased from $51,000 for the three months ended
September 30, 1999 to $2.9 million for the three months ended September 30,
2000. The increase in amortization expense relates primarily to the acquisitions
of Career Mosaic and MiracleWorkers.
Nine Months Ended September 30, 2000, As Compared to the Nine Months Ended
September 30, 1999
Revenues. Our revenues increased $25.9 million, or 489%, from $5.3
million for the nine months ended September 30, 1999 to $31.2 million for the
nine months ended September 30, 2000. Service revenues grew from $4.6 million to
$29.2 million. This increase primarily resulted from the pricing changes that
were implemented, the growth of our direct sales force, a more aggressive
marketing campaign and the acquisition of Career Mosaic. During the same time
frame, our advertising revenue grew from $677,000 to $1.9 million. This growth
resulted from an increase in traffic to our web site over the same period last
year, which enabled us to sell more advertising impressions.
Costs of revenues. Our costs of revenues increased $362,000, or 385%,
from $94,000 for the nine months ended September 30, 1999 to $456,000 for the
nine months ended September 30, 2000. Costs of revenues increased primarily due
to cost required to accommodate the growth in user traffic and content on our
web site in addition to costs relating to moving to different co-location
facilities and approximately $60,000 in expenses related to expenses assumed
related to the Career Mosaic web site.
Marketing and selling expenses. Marketing and selling expenses
increased $29.6 million, or 510%, from $5.8 million for the nine months ended
September 30, 1999 to $35.4 million for the nine months ended September 30,
2000. Marketing expenses increased $17.2 million, or 506%, from $3.4 million
for the nine months ended September 30, 1999 to $20.6 million for the nine
months ended September 30, 2000. This increase is primarily the result of
aggressive advertising and marketing campaigns designed to attract more
employers, recruiters and job seekers to our web site. Selling expenses
increased $12.4 million, or 517%, from $2.4 million for the nine months ended
September 30, 1999 to $14.8 million for the nine months ended September 30,
2000. This increase is primarily due to the addition of direct sales personnel
to our sales force from September 30, 1999 through September 30, 2000, and sales
management and administrative personnel hired to support our sales effort.
General and administrative expenses. General and administrative
expenses increased $4.2 million, or 175%, from $2.4 million for the nine months
ended September 30, 1999 to $6.6 million for the nine months ended September 30,
2000. The increase in these expenses was primarily due to the hiring of
additional personnel, product development, and other infrastructure costs. We
expect general and administrative expenses to continue to grow as we hire
additional personnel and incur additional expenses to support the growth of our
operations.
Stock Compensation Expense. Stock compensation expense was $4.0 million
for the nine months ended September 30, 2000 related to the amortization of
compensation expense for option grants issued below fair value, the recognition
of which was accelerated due to the accelerated vesting of outstanding options
due to the CareerMosaic transaction. During the six months ended June 30, 1999,
we sold 271,167 shares of Class A preferred stock and 140,000 shares of common
stock to a group of executive officers, key employees and directors at $1.50 per
share and $2.00 per share respectively. In accordance with Accounting Principles
Board Opinion No. 25, in the nine months ended September 30, 1999 we recognized
$4.2 million in compensation expense related to the difference between the
purchase price and the estimated fair value of the shares of Class A preferred
stock and common stock. Further, we recognized $796,000 of compensation expense
in the nine months ended September 30, 1999 related to the amortization of
compensation expense for option grants issued below fair value.
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Depreciation and amortization. Depreciation and amortization increased
$3.9 million, or 1,161%, from $333,000 for the nine months ended September 30,
1999 to $4.2 million for the nine months ended September 30, 2000. Depreciation
increased $919,000, or 508%, from $181,000 for the nine months ended September
30, 1999 to $1.1 million for the nine months ended September 30, 2000. The
increase in depreciation was primarily the result of the purchase of additional
capital equipment. Goodwill amortization expense increased from $152,000 for the
nine months ended September 30, 1999 to $3.1 million for the nine months ended
September 30, 2000. The increase in amortization expense relates primarily to
the acquisitions of Career Mosaic and MiracleWorkers.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2000, we had approximately $16.8 million in cash and cash
equivalents and $1.7 million in investments in high-grade short-term investments
having maturities less than ninety days. Net cash used in operating activities
was $12.8 million and $2.1 million for the nine months ended September 30, 2000
and the nine months ended September 30, 1999, respectively. Net cash used in
operating activities primarily consisted of the net loss for the periods and an
increase in receivables arising from revenue growth.
Net cash used in investing activities were for capital expenditures in the nine
months ended September 30, 1999 totaled $1.0 million. For the nine months ended
September 30, 2000, net cash invested included the provision of cash from the
Career Mosaic acquisition and the maturity of short term investments offset by
the purchase of property plant and equipment and the acquisition of the domain
name, www.jobsearch.com totaled $2.1 million. A reduction in investing
activities resulted from the maturation of high-grade short-term investments of
$2.5 million for the nine months ended September 30, 2000 and $0 for the period
ending September 30, 1999, respectively. On July 19, 2000 we completed our
merger with Career Mosaic, a unit of the marketing communications firm Omnicom
Group Inc. As part of the merger, Omnicom made a capital contribution to Career
Mosaic of $5 million in cash. The majority of the capital purchases relate to
telecommunications and computer equipment to build our network infrastructure
and office furniture to accommodate our increased personnel. We currently have
no material commitments for capital expenditures other than in the ordinary
course of business.
Net cash provided by financing activities was $10.5 million and $2.3 million for
the nine months ended September 30, 2000 and for the nine months ended September
30, 1999, respectively. In 1999 the amount relates to net proceeds received from
the issuance of Class A preferred stock which was converted to common stock at
the time of the initial public offering, the issuance of common stock to
officers, employees and directors and the initial public offering which
generated net proceeds of approximately $27.0 million after deducting
underwriting discounts, commissions and offering expenses. In 2000, proceeds
from financing activities relate primarily to the $10.0 million line of credit
provided by Omnicom, the former parent of CareerMosaic, the financing of
$288,000 provided by the seller of the domain name www.jobsearch.com and
purchases of common stock by officers, employees and directors. We have incurred
losses and negative cash flows from operations since inception as a result of
efforts to build out our network infrastructure, increase staffing, and develop
our systems. As part of the merger with Career Mosaic, Omnicom established a
$10.0 million revolving credit facility to be used by us for general corporate
purposes. We currently estimate that our working capital generated from
operations and the remaining proceeds of our initial public offering, the
revolving credit facility and Omnicom capital contribution will be sufficient to
meet our anticipated operating and capital expenditure needs for at least the
next 12 months. Depending on market opportunities, circumstances may arise that
would cause us to seek to raise additional funds prior to such time through
borrowings or the issuance of equity or debt securities. The method and rate of
our pursuit of these market opportunities could be impacted by our ability to
raise such funding.
Our ability to grow will depend in part on our ability to expand and improve our
Internet operations, the effectiveness of our sales and marketing efforts, and
our customer support capabilities. We may need to raise funds in excess of our
current expectations in order to take advantage of new opportunities, to react
to unforeseen difficulties or to otherwise respond to competitive pressures. If
we raise additional funds by issuing equity or convertible debt securities, the
percentage ownership of
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our existing shareholders will be reduced, shareholders may experience
additional dilution, and such securities may have rights, preferences or
privileges senior to those of our common stock.
ITEM 3. Quantitative and Qualitative Disclosure About Market Risks
We believe our exposure to market rate fluctuations on our investments
is nominal due to the short-term nature of those investments. At
present, we do not employ any derivative financial instruments, other
financial instruments or derivative commodity instruments to hedge any
market risks and we do not currently plan to employ them in the future.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not a party to, nor is any of its property subject to,
any material legal proceedings.
ITEM 2. Changes in Securities and Use of Proceeds
a) Not Applicable
b) Not Applicable
c) On August 28, 2000, we acquired MiracleWorkers.com, Inc. in a merger in
which we issued 1,444,400 un-registered shares of our common stock in
exchange for all of the outstanding shares of capital stock of
MiracleWorkers.com, Inc. in a transaction exempt from registration
under Sections 4(2) and 4(6) of the Securities Act of 1933 and
Regulation D promulgated under such act.
d) Our registration statement on Form S-1 (File No. 333-80915) was
declared effective on August 19, 1999. We sold 3,000,000 shares of our
common stock at an initial price of $10.00 per share. The offering was
a firm commitment underwriting which was managed by First Union Capital
Markets Corp., J.C. Bradford & Co., Wachovia Securities, Inc. and
DLJDirect Inc. We received net proceeds of approximately $27.0 million
after deducting underwriting discounts, commissions and offering
expenses. On September 7, 1999, the underwriters exercised their
over-allotment option to purchase an additional 450,000 shares of
common stock which were sold in the offering at $10.00 per share. All
of these shares were sold by two selling shareholders and the Company
did not receive any proceeds as a result of the sale.
We used $2.2 million of the net proceeds of the offering to pay all
outstanding indebtedness under our credit facility with ITC Service
Company, a wholly owned subsidiary of ITC Holding Company, Inc.
Additionally, we have used approximately $300,000 for the December 1999
acquisition of All In One Submit. Additional proceeds have been used
for working capital and general corporate purposes. Other than the
repayment of long-term debt to ITC, no proceeds were paid to our
affiliates, other than payments to our officers in accordance with our
compensation structure. The balance of the proceeds will be used for
working capital and general corporate purposes, including possible
acquisitions and sales and marketing initiatives.
ITEM 3. Defaults Upon Senior Securities
Not Applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
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HeadHunter.NET held its 2000 annual meeting of Stockholders (the
"Annual Meeting") on July 19, 2000 for the purposes of electing
directors to serve until the 2003 Annual Meeting of Shareholders, to
approve the issuance of 7.5 million shares of HeadHunter.NET common
stock in the merger of Career Mosaic, Inc. into a wholly owned
subsidiary of HeadHunter.NET, to approve the HeadHunter.NET, Inc. 2000
Qualified Employee Stock Purchase Plan, to amend its 1998 Stock Option
Plan to increase the number of shares authorized for grant thereunder
from one million to four million and to ratify the selection of Arthur
Andersen LLP as HeadHunter.NET's independent auditors to serve for the
fiscal year ending December 31, 2000.
The following individuals were re-elected to the Company's Board of
Directors:
J. Douglas Cox
Donald W. Weber
Kimberley E. Thompson
Each nominee received 10,080,134 votes for such nominee's election and 6,194
shares withheld authority from voting. There were no votes against the election
of any of the nominees.
In addition to the above directors, William H. Scott III, Robert M. Montgomery,
Jr., Michael G. Misikoff and Burton B. Goldstein, Jr. continued as directors.
Effective as of July 19, 2000 and pursuant to the merger of Career Mosaic into a
wholly owned subsidiary of HeadHunter.NET, Donald W. Weber resigned from the
board of directors and was replaced by Bernard S. Hodes.
The following summarizes the remaining four proposals submitted for a vote of
the stockholders at that meeting:
To approve the issuance of 7.5 million shares of HeadHunter.NET common
stock in the merger of Career Mosaic Inc., into a wholly owned
subsidiary of HeadHunter.NET.
Votes "For" - 8,602,091
Votes "Against" - 8,103
Votes "Abstained" - 3,306
To approve the HeadHunter.NET, Inc. 2000 Qualified Employee Stock
Purchase Plan.
Votes "For" - 8,597,839
Votes "Against" - 10,793
Votes "Abstained" - 4,868
To approve the amendment to the HeadHunter.NET, Inc. 1998 Long-Term
Incentive Plan.
Votes "For" - 7,946,299
Votes "Against" - 662,703
Votes "Abstained" - 4,498
To ratify the selection of Arthur Andersen LLP as the Company's
independent auditors to serve for fiscal year ending December 31, 2000.
Votes "For" - 10,083,978
Votes "Against" - 1,050
Votes "Abstained" - 1,300
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ITEM 5. Other Information
Not Applicable
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibits
27.1 Financial Data Schedule
b) Reports on Form 8-K
We filed a current report on Form 8-K on August 3, 2000 regarding the
closing of the acquisition of Career Mosaic, which report included
Unaudited financial statements of CareerMosaic and Unaudited pro forma
financial statements for HeadHunter.NET.
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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.
HEADHUNTER.NET, INC.
Date: November 1, 2000 By: /s/ ROBERT M. MONTGOMERY, JR.
---------------- --------------------------------------------
Robert M. Montgomery, Jr.
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 1, 2000 By: /s/ MARK W. PARTIN
---------------- --------------------------------------------
Mark W. Partin
Chief Financial Officer
(Principal Financial Officer)
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