U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Quarterly Period Ended April 30, 2000
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-25453
CI4NET.com Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 13-4032991
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
32 Haymarket London SW1YT4P United Kingdom
(Address of principal executive offices including zip code)
Registrants' telephone number, including area code:
(212) 445-6581
Securities registered under Section 12 (b) of the Exchange Act:
None
Securities registered under Section 12 (g) of the Exchange Act:
Common Stock, par value $.001 per share
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 No
The aggregate market value of the voting stock held by non-
affiliates of the Registrant as of June 6, 2000 was $262,686,960.
CI4NET.com Inc.
Page
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial
Statements - unaudited
Condensed Consolidated Balance Sheets at
January 31, 2000 and April 30, 2000 4
Condensed Consolidated Statements of Operations
for the three months ended April 30, 1999 and 2000 5
Condensed Consolidated Statements of Cash Flows for
the three months ended April 30, 1999 and 2000 6
Notes to the Condensed Consolidated
Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 15
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 26
PART II OTHER INFORMATION
Item 1. Legal Proceedings 27
Item 2. Change in Securities and Use of Proceeds 27
Item 3. Defaults Upon Senior Securities 27
Item 4. Submission of Matters to a Vote of Security
Holders 28
Item 5. Other Information 28
Item 6. Exhibits and Reports on Form 8-K 28
Signatures 29
<PAGE>
This Quarterly Report on Form 10-Q contains forward-
looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 27A of
the Securities Act of 1933, as amended (the "Securities Act").
For this purpose, any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words
"believes," "anticipates," "plans," "expects" and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about us and our partner
companies, that may cause our actual results, levels of activity,
performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements
expressed or implied by such forward-looking statements. Factors
that might cause or contribute to such a discrepancy include, but
are not limited to, those discussed in Part I, Item 2,
"Management's Discussion and Analysis".
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CI4NET.COM INC.
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
(Unaudited)
January 31, 2000 April 30,2000
----------------- --------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 254,486 $28,812,562
Accounts receivable 724,751 12,270,540
Inventories 153,159 138,093
Other current assets 1,890,590 10,311,794
----------------- --------------
Total current assets $3,022,986 $51,532,989
Property, equipment and fixtures
Land and buildings 65,334 274,532
Motor vehicles 135,311 402,564
Computer equipment 3,119,508 6,817,115
Furniture and fixtures 1,105,473 359,324
Office equipment 78,578 201,037
----------------- --------------
$4,504,204 $8,054,572
Less accumulated depreciation 1,239,196 1,089,320
----------------- --------------
$3,265,008 $6,965,252
Investments in affiliated
in companies - 6,318,929
Intangible assets 90,683,062 130,337,928
Other assets - 1,349,568
----------------- --------------
$96,971,056 $196,504,666
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Deferred Income $ - $2,984,726
Accounts payable 12,984,737 17,117,999
Accrued expenses and
other liabilities 2,359,808 12,280,374
Short-term bank borrowings 10,122,612 12,200,838
Secured party loan 5,140,851 5,073,098
Accrued interest 98,111 181,331
----------------- --------------
Total current liabilities $30,706,119 $49,838,366
Long-term debt 879,929 3,005,681
Minority interests (216,737) (715,246)
Commitments
Stockholders' equity
Preferred stock: $0.001 par value;
20,000,000 shares authorized none
issued and outstanding at January
31, 2000, and 6,660,148 issued and
outstanding April 30, 2000. - 6,660
Common stock: $0.001 par value;
100,000,000 shares authorized,
25,485,513 issued and outstanding
at January 31, 2000, and 27,603,808
issued and outstanding at
April 30, 2000. 25,485 27,604
Additional paid in capital 104,186,653 208,695,169
Deferred compensation (8,669,589) (7,466,301)
Accumulated other
comprehensive income (10,314) (485,641)
Accumulated deficit (29,930,490) (56,401,626)
----------------- --------------
Total stockholders' equity $65,601,745 $144,375,865
$96,971,056 $196,504,666
================= ==============
</TABLE>
4
<PAGE>
CI4NET.COM INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
Three Months Ended
April 30,
1999 2000
-------------------------
<S> <C> <C>
Total revenues $2,742,994 $5,210,297
Cost of revenues 1,906,247 3,495,051
-------------------------
Gross profit (loss) 836,747 1,715,246
Operating expenses
Sales and marketing 52,336 1,683,935
Research and development - 3,304,096
General and administration 655,256 8,956,546
Amortization - 13,306,291
Depreciation 4,050 640,395
-------------------------
Total operating expenses $711,642 $27,891,263
-------------------------
Operating profit (loss) $125,105 $(26,176,017)
Equity in losses of affiliated companies - (72,417)
Interest income - 230,073
Interest expense (112,801) (331,411)
-------------------------
Income (loss) before income taxes 12,304 (26,349,772)
Income tax expense - (121,364)
-------------------------
Net income (loss) $12,304 $(26,471,136)
=========================
Basic and diluted net income (loss) per share $ 0.02 $(1.00)
Shares used in computing basic
and diluted net income (loss) per share 733,333 26,597,530
</TABLE>
See accompanying notes
5
<PAGE>
CI4NET.COM INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
Three Months Ended
April 30,
1999 2000
---------------------------
<S> <C> <C>
Cash flows from operating activities
Net income (loss) $ 12,304 $(26,471,136)
Adjustments to reconcile net loss
to net cash provided by/(used in)
operating activities:
Depreciation and amortization 4,050 13,946,686
Deferred compensation 1,203,288
Equity in losses of affiliated companies - 72,417
Changes in operating assets and liabilities:
Accounts receivable 56,247 (11,545,789)
Inventories 63,810 15,066
Other current assets 61,907 (5,398,204)
Other non-current assets - (1,349,568)
Deferred income - 2,984,726
Accounts payable 706,524 1,880,620
Accrued expenses and other liabilities (461,413) 9,920,566
Accrued interest - 83,220
Net cash provided by/(used in)
operating activities 443,401 (14,658,108)
Cash flows from investing activities
Purchases of equipment and fixtures 63,552 (4,340,639)
Purchase of trade marks 55,586 -
Investment in affiliated companies - (4,895,464)
Acquisition of subsidiary - (8,617,735)
Acquisition of certain assets from subsidiaries (5,492,927)
Net cash provided by/(used in)
investing activities 119,138 (23,346,765)
Cash flows from financing activities
Payment on related party loan - (67,753)
Proceeds of long term debt - 2,125,752
Proceeds from issuance of preferred shares - 63,444,396
Proceeds from bank borrowings (897,225) 2,078,226
Net cash provided by/(used in)
financing activities (897,225) 67,580,621
Effect of exchange rates on cash - (1,017,672)
Net increase/(decrease) in cash
and cash equivalents (334,686) 28,558,076
Cash and cash equivalents at the
beginning of the period 403,360 254,486
Cash and cash equivalents at the
end of the period $ 68,674 $28,812,562
Supplemental disclosure of cash flow information
Interest paid $112,801 $215,530
</TABLE>
See accompanying notes
6
<PAGE>
CI4NET.COM INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of business
CI4NET.com Inc ("ci4net"or the "Company") is an economic
network, or Econet, with equity interests, as of April 30, 2000,
in 39 Internet-related companies ("Partner Companies"). The
Company has a 50% or greater interest in 34 of these companies
and holds minority interests in the remainder. The Partner
Companies include eight Internet infrastructure companies,
eighteen business to business ("B2B") e-commerce companies,
twelve business to consumer ("B2C") e-commerce companies and one
incubator company. Thirty two of our Partner Companies service
the United Kingdom market. The geographical focuses of the
remaining Partner Companies include Italy, the Netherlands,
Europe as a whole, Australia and the United States. The Company
actively promotes collaboration among its majority and minority-
owned Partner Companies.
Basis of presentation
The accompanying unaudited condensed consolidated financial
statements apply to the Company and its subsidiaries. All
intercompany transactions and balances have been eliminated upon
consolidation.
The unaudited condensed consolidated financial statements
have been prepared by the Company and reflect all adjustments,
which consist only of normal recurring adjustments, which are in
the opinion of management, necessary for a fair presentation of
the interim periods presented. The results of operations for the
three months ended April 30, 2000 are not necessarily indicative
of the results to be expected for any subsequent quarter or for
the fiscal year ending January 31, 2001. 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 the rules
and regulations of the Securities and Exchange Commission (the
"SEC"). The balance sheet at January 31, 2000 has been derived
from the audited financial statements on that date but does not
include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.
These unaudited condensed consolidated financial statements
and notes included herein should be read in conjunction with the
Company's audited consolidated financial statements and notes as
included in the Company's Annual Report on Form 10-K for the year
ended January 31, 2000.
Principles of Consolidation
Majority-owned ventures where ci4net has the ability to
exercise significant influence and directly or indirectly owns
more than 50% of the outstanding voting securities are accounted
for under the consolidation methods of accounting. Those
ventures where the Company exercises significant influence, or
owns 20-50% of the outstanding voting securities, are accounted
for by the equity method. If the Company has little ability to
exercise significant influence over a venture and has ownership
of less than 20% of the outstanding voting securities, the
venture is accounted for by the cost method. Results of
subsidiaries acquired and accounted for by the consolidation
method have been included in the operations from the relevant
date of acquisition.
Use of estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Revenue recognition
In December 1999, the staff of the SEC issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition", which
provides guidance on the recognition, presentation and disclosure
of revenue in financial statements filed with the SEC. SAB No.101
outlines the basic criteria that must be met in order to
recognize revenue and provides guidance for disclosures related
to revenue recognition policies. The requirements of SAB No. 101
have been adopted during the preparation of these financial
statements.
The Company's contract revenues are derived principally from
the provision of Web site design services and hosting
arrangements. Revenues from the Web site design services are
recognized on the completion of each contract. Revenues from
the provision of hosting facilities are recognized ratably over
the term of the contract.
8
The Company's publishing revenues are derived from the sale
of publications and titles. Revenues from this source are
recognized at the point of sale and are stated net of returns.
Per share amounts
Net loss per share is computed using the weighted average
number of common shares outstanding. Since the Company has a net
loss for the three months ended April 30, 2000, net loss per
share on a diluted basis is equivalent to basic net loss per
share because the effect of converting outstanding stock options,
warrants, common stock subject to repurchase, convertible debt,
preferred stock and other common stock equivalents would be anti-
dilutive. There were no events that diluted the weighted average
shares outstanding for the three months April 30, 1999.
The computation of basic and diluted net loss per share is
as follows :
Three Months Ended
April 30,
1999 2000
Net profit (loss) $12,304 $(26,471,135)
Weighted average shares outstanding 733,333 26,597,530
Effect of diluted securities -
employee stock option - -
Shares used to compute basic and
diluted net income(loss) per share 733,333 26,597,530
Basic and diluted net income(loss)
per share $ 0.02 $ (1.00)
2. BUSINESS COMBINATIONS AND ACQUISITIONS
On February 23, 2000, Trrravel.com Ltd. ("trrravel.com") ,
an indirect majority-owned subsidiary of Ci4net, acquired a 100%
equity stake in Independent Aviation Group Limited. The
consideration for the acquisition consisted of an option for the
purchase of shares of trrravel.com in the event that Trrravel.com
completes a public offering. The acquisition has been accounted
for under the purchase method of accounting.
9
On March 1, 2000, Ci4net acquired Systeam SpA, one of
Italy's leading e-systems integrators. The purchase price
consisted of $8.4 million in cash and 630,844 shares of the
Company's common stock. The Company has also provided a loan
facility to Systeam S.p.A. of up to $1,000,000 which will be
required to be repaid upon the occurrence of a liquidity event.
The acquisition has been accounted for under the purchase method
of accounting.
On March 7, 2000, ci4net acquired a 66% equity stake in I
Consultants Limited, a UK company, which has a wholly owned
subsidiary 4thWave Technologies Ltd., a provider of local ISP
services and an ASP (an "Internet Application Service Provider")
developer of Internet-based clinical trial systems designed to
accelerate completion of clinical testing of new drugs, in
consideration for supplying a loan facility of up to $2,400,000,
which will be repaid upon a liquidity event taking place. The
acquisition has been accounted for under the purchase method of
accounting.
On March 22, 2000, Ci4net acquired a 51% equity stake in
Mostra Ltd., a privately held London-based consulting firm that
offers expertise in online and offline customer acquisition and
retention strategies. The purchase price consisted of 86,244
shares the Company's common stock. The Company has also made
available a loan facility to company of up to $400,000, which
will be required to be repaid in full upon the occurrence of a
liquidity event. The acquisition has been accounted for under the
purchase method of accounting.
On March 22, 2000, Ci4net acquired a 50% equity stake in
Chorus Group Inc. The consideration for the acquisition consisted
of the provision by the Company to Chorus Group Inc. of a loan
facility of up to $5,500,000, which will be required to be repaid
upon the occurrence of a liquidity event. Chorus, a privately
held, London-based firm, has established itself as one of
Europe's leading international business development specialists
and has expertise in assisting high-growth United States-based
technology companies set-up European business operations. The
investment has been accounted for under the equity method of
accounting.
On March 22, 2000, Ci4net acquired a 25% equity interest in
Enteraction TV Ltd., a privately held, United Kingdom-based
developer of broadband and interactive TV applications for
$800,000. The investment has been accounted for under the equity
method of accounting.
10
On March 24, 2000, Ci4net acquired 50% of Business Villages
Ltd, which is developing a series of community sites targeted at
professional communities. The purchase price consisted of 20,000
shares of the Company's common stock. The Company is also
providing a loan facility to BusinessVillages Ltd of up to
$4,800,000, which will be required to be repaid in full upon the
occurrence of a liquidity event. The investment has been
accounted for under the equity method of accounting.
On March 24, 2000, Ci4net acquired 70% of ICM Resources
Limited, which operates Eazyprint.com, Europe's first online
print shop. The consideration for the acquisition was the
provision by Company to ICM Resources Limited of a loan facility
of up to $2,208,000, which will be required to be repaid in full
upon the occurrence of a liquidity event. The acquisition has
been accounted for under the purchase method of accounting.
On March 24, 2000, Ci4net acquired approximately 2% of the
equity interests in Perform.com, LLC., an I-ASP, for $500,000.
Perform.com has developed a suite of Internet-based tools to
facilitate the effective management of people, projects, goals,
communications, training and development. The investment is
carried at cost.
On March 27, 2000, Ci4net acquired a 100% equity interest in
Personal Care Card BV, a provider of on-line consumer shopping
incentives and promotional discount cards based in the
Netherlands. The purchase price consisted of 2,000,000 shares of
common Stock of the Company. The Company has also made available
a loan facility to company of up to $2 million, will be required
to be repaid in full upon the occurrence of a liquidity event.
The acquisition has been accounted for under the purchase method
of accounting.
On April 1, 2000, Ci4net acquired approximately 5% of Kismet
International BV, a leading developer of online gaming systems,
for $1 million. The investment has been accounted for under the
equity method of accounting. The investment is carried at cost.
On April 4, 2000, Easy2ship, a majority owned subsidiary of
Ci4net, acquired E-Bidding.com Inc., a privately held, United
States-based freight and e-commerce company of which included an
end-to-end transaction engine for connecting carriers and
shippers. The purchase price consisted of 7,576 shares of the
Company's common stock. The acquisition has been accounted for
under the purchase method of accounting.
11
Pro Forma Effect of Acquisitions
Three Months Ended April 30
1999 2000
Revenues . . . . . . . . . . . .$5,169,039. . .$7,999,655
Net loss . . . . . . . . . . . .$ (750,586) .$(26,947,264)
Net loss per share . . . . . . .$ (1.02) . . . .$(1.00)
3. SEGMENTAL INFORMATION
The Company's businesses are organized, managed and
internally reported as separate business units which are
reportable under SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information".
The Company has four principal segments: (1) B2B operations,
(2) B2C operations, (3) Internet infrastructure operations, and
(4) holding company operations.
The accounting policies of the segments are the same as
those described in the summary of significant accounting
policies. We evaluate performance and allocate resources based
on segmental operating income (loss).
3. SEGMENTAL INFORMATION
Three Months Ended April 30,
1999 2000
In thousands
Net Revenues
B2C $ 2,743 $ 2,036
B2B - 446
Internet infrastructure - 2,727
Holding company - -
Total $ 2,743 $ 5,210
Operating income (loss)
B2C $ 12 $ (2,030)
B2B - (2,445)
ITF - (4,967)
Holding company - (17,029)
Total $ 12 $(26,471)
12
4. STOCKHOLDERS EQUITY
On February 11, 2000, the Company amended its certificate of
incorporation to provide for blank check preferred stock.
On February 18, 2000, the Company completed the final closing
of a strategic private placement of its Series A preferred stock,
par value $0.001 per share, at a price of $10.00 per share of
preferred stock, resulting in net proceeds to the Company of
approximately $62,800,000. Each share of preferred stock is
initially convertible into two shares of common stock. The
conversion rate is subject to adjustment in certain
circumstances. The price at which the Series A preferred stock
was sold was determined in December 1999 before the Company, then
named Leisure Concepts International Inc., acquired a Delaware
corporation then named CI4NET.com Inc. in a change of control
transaction. The Series A preferred stock was sold only to a
limited number of accredited investors in a transaction pursuant
to an exemption from the registration requirements of the
Securities Act under 4(2) thereof, including Rule 506 of
Regulation D promulgated thereunder.
5. SUBSEQUENT EVENTS
Subsequent to April 30, 2000 the Company consummated the
following acquisitions:
On May 1, 2000, Ci4net acquired a 51% equity stake in Citee
BV for 620,000 shares of the Company's common stock. Citee is a
systems integrator in The Netherlands employing 275 technically
trained specialists. Pursuant to the terms of the acquisition,
Ci4net will name a director to Citee's supervisory board. The
Company has also supplied a loan facility to Citee of up to
$1,847,075, which will be required to be paid in full upon the
occurrence of a liquidity event. The acquisition will be
accounted for under the purchase method of accounting.
On May 3, 2000, ci4net acquired a 51% equity stake in
Aircharterexchange.com Limited, a portal for air brokerage on the
Internet. The acquisition will be accounted for under the
purchase method of accounting.
On May 19, 2000, ci4net acquired a 51% equity stake in
Splash Communications Limited for 127,471 common stock of ci4net
at $30.00 per share. The acquisition will be accounted for under
the purchase method of accounting.
13
On May 24, 2000, ci4net signed an agreement with Aminex PLC
to form a joint venture pursuant to which each of ci4net and
Aminex PLC hold a 50% equity stake in Oilsupplyexchange.com
Limited. The investment will be accounted for under the equity
method of accounting.
14
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The discussion in this report contains forward-looking
statements that involve risks and uncertainties. The Company's
actual results could differ materially from those discussed
herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed
below in "Factors that May Affect Future Results".
Overview
Ci4net, ("ci4net"or the "Company") is an economic network,
or Econet, with equity interests, as of April 30, 2000, in 39
Internet-related companies, ("Partner Companies"). Ci4net has a
50%-or-greater interest in 34 of these companies and holds
minority interests in the remainder. Our Partner Companies
include eight Internet infrastructure companies, eighteen B2B e-
commerce companies, twelve B2C e-commerce companies and one
incubator company. Thirty-two of our Partner Companies service
the United Kingdom market. The geographic focuses of our
remaining Partner Companies include Italy, the Netherlands,
Europe as a whole, Australia and the United States. The company
actively promotes collaboration among its majority-owned and
minority-owned Partner Companies.
The Company was incorporated on December 29, 1995 and did
not have any operating activities until December 20, 1999, when
the Company purchased all of the issued and outstanding shares of
a Delaware corporation that was then named CI4NET.com Inc. ("Old
Ci4net"). In connection with its acquisition of Old Ci4net, the
Company effected a 1-for-15 reverse stock split, issued an
aggregate of 20,500,000 post-reverse split shares of common stock
to the former stockholders of Old Ci4net and simultaneously
changed its name from Leisure Concepts International Inc. to
CI4NET.com Inc. The preexisting stockholders of the Company held
555,446 post-reverse split shares of common stock following the
completion of our acquisition of Old Ci4net. Upon completion of
our acquisition of Old Ci4net, the Company issued 1,166,667
shares of its post-reverse split common stock to the former
shareholders of Planet Edge Limited ("Planet Edge"), a United
Kingdom information infrastructure development company, as
consideration for the prior acquisition of Planet Edge by Old
Ci4net, which occurred on December 6, 1999. Also upon completion
of our acquisition of Old Ci4net, the Company issued 1,200,000
shares of its post-reverse split common stock to the former
15
shareholders of Media Ventures Limited ("Media Ventures"), a
United Kingdom magazine publisher, as consideration for the
acquisition of Media Ventures by Ci4net.com Limited, a Jersey
Channel Islands corporation ("Ci4net Limited"), which occurred on
December 17, 1999. Old Ci4net and Media Ventures were entities
under the common control of our principal shareholder, Kevin R.
Leech, and the acquisition has been accounted for in a manner
similar to a pooling of interests.
The Company's financial results for the three months ended
April 30, 2000 include the results of operations of the
following majority-owned companies and their related subsidiaries
for the full quarter: Three W Capital Ltd, Ci4net Limited,
Planet Edge, MSK Industries, Inc., I-Global.com Inc., Media
Ventures, Systeam SpA and Personal Care Card B.V.
The Company's comparative financial results for the three
months ended April 30, 1999 consist solely of the results of
operations of Media Ventures.
Acquisitions
During the three months ended April 30, 2000 the Company
acquired majority interests in seven companies, 50% interests in
two companies and minority interests in three companies. The
following are brief summaries of the terms of such acquisitions:
On February 23, 2000, Trrravel.com Ltd. ("trrravel.com") ,
an indirect majority-owned subsidiary of Ci4net, acquired a 100%
equity stake in Independent Aviation Limited. The consideration
for the acquisition consisted of an option for the purchase of
shares of trrravel.com in the event that Trrravel.com completes a
public offering.
On March 1, 2000, Ci4net acquired Systeam SpA, one of
Italy's leading e-systems integrators. The purchase price
consisted of $8.4 million in cash and 630,844 shares of the
Company's common stock. The Company has also provided a loan
facility to Systeam S.p.A. of up to $1,000,000 which will be
required to be repaid upon the occurrence of a liquidity event.
On March 7, 2000, ci4net acquired a 66% equity stake in I
Consultants Limited, a UK company, which has a wholly owned
subsidiary 4thWave Technologies Ltd., a provider of local ISP
services and an I-ASP developer of Internet-based clinical trial
systems designed to accelerate completion of clinical testing of
new drugs, in consideration for supplying a loan facility of up
16
to $2,400,000, which will be repaid upon a liquidity event taking
place. The acquisition has been accounted for under the purchase
method of accounting.
On March 22, 2000, Ci4net acquired a 51% equity stake in
Mostra Ltd., a privately held London-based consulting firm that
offers expertise in online and offline customer acquisition and
retention strategies. The purchase price consisted of 86,244
shares the Company's common stock. The Company has also made
available a loan facility to company of up to $400,000, which
will be required to be repaid in full upon the occurrence of a
liquidity event.
On March 22, 2000, Ci4net acquired a 50% equity stake in
Chorus Group Inc. The consideration for the acquisition consisted
of the provision by the Company to Chorus Group Inc. of a loan
facility of up to $5,500,000, which will be required to be repaid
upon the occurrence of a liquidity event. Chorus, a privately
held, London-based firm, has established itself as one of
Europe's leading international business development specialists
and has expertise in assisting high-growth United States-based
technology companies set-up European business operations.
On March 22, 2000, Ci4net acquired a 25% equity interest in
Enteraction TV Ltd., a privately held, United Kingdom-based
developer of broadband and interactive TV applications for
$800,000.
On March 24, 2000, Ci4net acquired 50% of Business Villages
Ltd, which is developing a series of community sites targeted at
professional communities. The purchase price consisted of 20,000
shares of the Company's common stock. The Company is also
providing a loan facility to BusinessVillages Ltd of up to
$4,800,000, which will be required to be repaid in full upon the
occurrence of a liquidity event.
On March 24, 2000, Ci4net acquired 70% of ICM Resources
Limited, which operates Eazyprint.com, Europe's first online
print shop. The consideration for the acquisition was the
provision by Company to ICM Resources Limited of a loan facility
of up to $2,208,000, which will be required to be repaid in full
upon the occurrence of a liquidity event.
On March 24, 2000, Ci4net acquired approximately 2% of the
equity interests in Perform.com, LLC., an I-ASP, for $500,000.
Perform.com has developed a suite of Internet-based tools to
facilitate the effective management of people, projects, goals,
communications, training and development.
17
On March 27, 2000, Ci4net acquired a 100% equity interest in
Personal Care Card BV, a provider of on-line consumer shopping
incentives and promotional discount cards based in The
Netherlands. The purchase price consisted of 2,000,000 shares of
common Stock of the company. The Company has also made available
a loan facility to company of up to $2 million, will be required
to be repaid in full upon the occurrence of a liquidity event.
On April 1, 2000, Ci4net acquired approximately 5% of Kismet
International BV, a leading developer of online gaming systems,
for $1 million.
On April 4, 2000, Easy2ship, a majority owned subsidiary of
Ci4net, acquired E-Bidding.com Inc., a privately held, United
States-based freight and e-commerce company of which included an
end-to-end transaction engine for connecting carriers and
shippers. The purchase price consisted of 7,576 shares of the
Company's common stock.
Private Placement
On February 18, 2000, the Company closed a private equity
placement which raised approximately $66 million in gross
proceeds and generated net cash proceeds of approximately $63
million.
Subsequent Acquisitions
Acquisitions completed subsequent to April 30, 2000 were as
follows:
On May 1, 2000, Ci4net acquired a 51% equity stake in Citee
BV for 620,000 shares of the Company's common stock. Citee is a
systems integrator in The Netherlands employing 275 technically
trained specialists. Pursuant to the terms of the acquisition,
Ci4net will name a director to Citee's supervisory board. The
Company has also supplied a loan facility to Citee of up to
$1,847,075, which will be required to be paid in full upon the
occurrence of a liquidity event. The acquisition will be
accounted for under the purchase method of accounting.
On May 3, 2000, ci4net acquired a 51% equity stake in
Aircharterexchange.com Limited, a portal for air brokerage on the
Internet. The acquisition will be accounted for under the
purchase method of accounting.
18
On May 19, 2000, ci4net acquired a 51% equity stake in
Splash Communications Limited for 127,471 common stock of ci4net
at $30.00 per share. The acquisition will be accounted for under
the purchase method of accounting.
On May 24, 2000, ci4net signed an agreement with Aminex PLC
to form a joint venture pursuant to which each of ci4net and
Aminex PLC hold a 50% equity stake in Oilsupplyexchange.com
Limited.
The investment will be accounted for under the equity method
of accounting.
Effect of Various Accounting Methods on Our Results of Operations
The Company's ownership interests in its Partner Companies
are accounted for under one of three methods: the consolidation
(or "purchase") method, the equity method and the cost method.
The applicable accounting method is generally determined based on
the Company's voting interest in the Partner Company.
Consolidation Method: Partner Companies in which the
Company directly or indirectly own more than 50% of the
outstanding voting securities are generally accounted for under
the consolidation method of accounting. Under this method, a
partner company's results of operations are reflected within the
Company's Consolidated Statements of Operations from the date of
acquisition.
During the three months ended April 30, 2000 acquisitions
made by Ci4net and accounted for using the consolidation method
of accounting were as follows: Independent Aviation Group Limited
(100%), Systeam SpA (79%), I Consultants Limited (66%), Mostra
Limited (51%), ICM Resources (70%), and E Bidding.com Inc (100%)
Equity Method: Partner Companies whose results the Company
does not consolidate, but over whom the Company exercises
significant influence, will generally be accounted for under the
equity method of accounting. Whether or not the Company exercises
significant influence with respect to a Partner Company depends
on an evaluation of several factors including, among others,
representation on the Partner Company's board of directors and
ownership level, which is generally a 20% to 50% interest in the
voting securities of the Partner Company, including voting rights
associated with the Company's holding of common stock, preferred
stock and other equity derivatives of the Partner Company. Under
19
the equity method of accounting, a Partner Company's results of
operations are not reflected within the Company's Consolidated
Statements of Operations; however, the Company's share of the
earnings or losses of a Partner Company, accounted for under the
equity method, would be reflected separately in the Company's
Consolidated Statements of Operations.
During the three months ended April 30, 2000 acquisitions
made by Ci4net and accounted for using the equity method of
accounting were as follows: Chorus Group Inc. (50%),
Businessvillages.com Limited (50%), and Enteraction TV Limited
(25%)
Cost Method: Companies in which the Company has minority
investments that are not accounted for under either the
consolidation or the equity method of accounting are accounted
for under the cost method of accounting. Under this method, the
Company's share of the earnings or losses of these companies is
not included in ci4net's Consolidated Statements of Operations.
During the three months ended April 30, 2000 acquisitions
made by Ci4net and accounted for using the cost method of
accounting were as follows: Perform.com (2%) and Kismet
International NV (5%).
All of the Partner Companies' financial statements have been
prepared in accordance with United States generally accepted
accounting principles and applicable SEC rules and regulations.
Results of Operations for the three months ended April 30, 2000
compared with the three months ended April 30, 1999.
Revenues
Revenues, consisting of publishing revenues, contract
revenues and other revenues, were $5,210,296 for the three months
ended April 30, 2000 compared to $2,742,994 for the three months
ended April 30, 1999.
Publishing revenues, consisting of revenues from the sale of
publications and titles by Media Ventures, were $1,332,470 for
the three months ended April 30, 2000 compared to $2,742,994
publishing revenues for the three months ended April 30, 1999.
The decrease in publishing revenues was due principally to the
inclusion of a high level sales of magazine titles during the
three months ended April 30, 1999.
20
Contract revenues consist of revenues for Web site design
services and hosting arrangements. Revenues from Web site design
services are recognized upon the completion of each contract.
Revenues for hosting facilities are recognized rateably over the
term of the contract. Contract revenues were $2,776,671 for the
three months ended April 30, 2000 and were primarily attributable
to the operations of Planet Edge for the full quarter and Systeam
SpA form the period February 17 through April 30, 2000. There
were no contract revenues earned during the three months ended
April 30, 1999.
Other revenues consist of revenues generated from ICM and
trrravel.com, which were not Partner Companies during the three
months ended April 30, 1999. Other revenues were $1,101,155 for
the three months ended April 30, 2000; there were no other
revenues for the three months ended April 30, 1999.
Cost of Revenues
Publishing costs were $1,735,376 for the three months ended
April 30, 2000 compared to $1,906,247 for the three months ended
April 30, 1999. Media Ventures acquires magazine titles that have
suffered from reduced circulation and advertising revenues. It is
expected that costs will exceed revenue while Media Ventures is
rebuilding the circulation and advertising revenue.
Cost of contract revenues were $957,104 for the three months
ended April 30, 2000. Cost of contract revenues has been incurred
by Partner Companies that have contract revenue for the three
months ended April 30, 2000. There was no cost of contract
revenues for the three months ended April 30, 1999.
Cost of other revenues was $802,571 for the three months
ended April 30, 2000; there was no cost of other revenue for the
three months ended April 30, 1999. Cost of other revenues was
incurred by ICM and trrravel.com, which were not Partner
Companies during the three months ended April 30, 1999.
Operating Expenses
Sales and marketing expenses were $1,683,935 for the three
months ended April 30, 2000 compared to $52,336 for the three
months ended April 30, 1999. The substantial increase in sales
and marketing expenses resulted from expenses related to a
marketing campaign intended to assist in establishing Partner
Company market share and brand recognition within Europe.
21
Research and development costs were $3,304,096 for the three
months ended April 30, 2000. Such costs were primarily incurred
by Planet Edge's Australian operating subsidiary ("Planet Edge
Australia") and comprise of infrastructure design and related
software. There were no research and development costs for the
three months ended April 30, 1999.
General and administrative expenses were $8,956,546 for the
three months ended April 30, 2000 compared to $655,256 for the
three months ended April 30, 1999. The increase was attributable
primarily to new acquisitions whose costs were $5,658,249,
deferred compensation, which was $1,203,000, and general costs of
$2,095,297, which included professional services.
Depreciation expense was $640,395 for the three months ended
April 30, 2000 compared to $4,050 for the three months ended
April 30, 1999. The increase in depreciation expense was
attributable to an increase in capital expenditures, primarily in
Planet Edge Australia relating to the development of its ISP
service, during the three months ended April 30,1999.
Amortization expense was $13,306,291 for the three months
ended April 30, 2000; there was no amortization expense for the
three months ended April 30, 1999. The amortization expense for
the three months ended April 30, 2000 consisted of amortization
of goodwill related to the acquisition of interests in Partner
Companies. Goodwill related to acquisitions is amortized in equal
instalments over three years.
Interest income was $230,073 for the three months ended
April 30, 2000; there was no interest income for the three
months ended April 30, 1999. The interest income primarily
consists of interest received on monies held by ci4net.com
Interest expense was $331,411 for the three months ended
April 30, 2000 compared to $112,801 for the three months ended
April 30, 1999. Interest accrued on primarily a related party
loan to Media Ventures plc from Gala Consultancy Limited and POL
Capital Limited, in which Kevin R. Leech, our Chairman, has a
controlling interest, and bank borrowing by Media Ventures plc.
Net loss
Net loss was $26,471,136 for the three months ended April
30, 2000 compared to net income of $12,304 for the three months
ended April 30, 1999. The net loss was due to an increase in
amortization expense by $13,306,291, an increase in general and
administrative expense by $8,301,290, and an increase in sales
22
and marketing expense by $1,631,599 offset by an increase in
gross profit of $878,498.
Liquidity and Capital Resources
The Company's principal source of funds during the three
months ended April 30, 2000 was from the closing of a private
equity placement pursuant to which approximately $62.8 million in
net proceeds were received by the Company. Existing Partner
Companies are, and any Partner Companies acquired in the future
will likely be, in early stages of development and therefore are
expected to require Company financing to fund their operations.
Such financing requirements, even without additional acquisitions
are expected to be substantial and there can be no assurance that
the currently projected requirements will remain the same. To
meet such requirements during the next 12 months, the Company
believes that it will be able to obtain additional funds through
private or public sales of equity securities or through the
incurrence of additional indebtedness pursuant to bank credit or
other loan facilities. If during such period, or thereafter, such
funding is not available, the Company believes that existing
working capital together with the disposition of securities of
the Company's holding in Partner Companies, which could be sold
or posted as collateral for additional loans, will be sufficient
to fund the Company's operations during the next 12 months,
although there can be no assurance that such dispositions can be
completed on acceptable terms or at all. Moreover, the Company
expects to continue to evaluate acquisition opportunities and
expects to complete additional acquisitions and investments
during the next 12 months, which will require the Company to
raise additional funds. If additional funds are raised through
the issuance of equity securities, our existing security holders
may experience substantial dilution. The Company may seek to
obtain bank financing or other sources of credit for purposes of
funding future operations, although there can be no assurance
that such funds will be available on acceptable terms.
Net cash used by operating activities was approximately
$14.7 million during the three months ended April 30, 2000.
Net cash used in investing activities was approximately
$23.3 million during the three months ended April 30, 2000. These
amounts were used primarily used to fund new acquisitions
amounting to $19.0 million and $4.3 million to fund the purchases
of fixed assets.
23
Net cash from financing activities was approximately $62.8
million and consisted of the net proceeds form the sale of
approximately 6.6 million shares of the Company's Series A
Preferred Stock in a transaction exempt from registration
pursuant to Regulation D under the Securities Act.
Reportable Business Segments
The Company's reportable segments determined in accordance
with Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related
Information" are B2B operations, B2C operations, Internet
infrastructure operations and holding company operations. B2B,
B2C and Internet infrastructure operations include the effect of
consolidating from their dates of acquisition and recording our
share of earnings or losses of Partner Companies accounted for
under the consolidation method of accounting. Because the
aggregation of our Partner Companies and the initiation of
coordinated operations among a large number of previously
unrelated entities occurred only recently, we do not believe
that a detailed discussion of business segment results is
pertinent to an understanding of our current business.
The Company's Internet infrastructure Partner Companies
derive revenues principally from programming, consulting and
maintenance. The Company's Internet infrastructure Partner
Companies also derive revenue from hosting, data management
services, provision of Internet data centre sites, network
services, managed services (such as professional services), sales
of equipment, licensing of software and the provision of a
variety of other products and services. Revenues, other than
revenues attributable to installation fees, equipment sales to
customers and certain professional services, are generally billed
and recognized rateably over the term of the applicable contract,
which is generally one year. Installation fees are typically
recognized at the time the installation occurs. Equipment
revenues are typically recognized when the equipment is delivered
to the customer or placed into service at an Internet data
centre. We sell third-party equipment to our customers as an
accommodation to facilitate their purchase of services.
The Company's B2B Partner Companies derive revenues from
multiple sources, including commissions, advertising, consulting,
and e-commerce activities. Our B2B Partner Companies typically
earn a commission when each transaction is completed on their Web
sites. Revenues are also derived from various advertising
packages and marketing solutions provided by these Partner
24
Companies. Revenues are also derived from consulting services.
E-commerce revenues are derived from online sales and from
revenue sharing arrangements with third party operators. In such
sharing arrangements, the Partner Company and a third party
operator jointly create a Web site or avail themselves of one
another's Web site development resources and share the resulting
revenues.
The Company's B2C Partner Companies derive revenues from
multiple sources, including advertising, sponsorships, publishing
and e-commerce transactions. E-commerce and advertising revenues
are expected to grow in importance as the Company's B2C Partner
Companies continue to leverage their growing user bases.
Holding company operations represent the expense of
providing strategic and operational support to our Partner
Companies and related administrative costs. Holding company
operations also include the effect of transactions and other
events incidental to our ownership interests in our Partner
Companies and our general operations.
Recent Accounting Pronouncements
In December 1999, the staff of the Securities and Exchange
Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No.
101, "Revenue Recognition", which provides guidance on the
recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. SAB No.101 outlines the basic
criteria that must be met in order to recognize revenue and
provides guidance for disclosures related to revenue recognition
policies. The requirements of SAB No. 101 have been adopted
during the preparation of these financial statements.
In January 2000, the Emerging Issues Task Force ("EITF")
reached a consensus on EITF Issue 99-17, "Accounting for
Advertising Barter Transactions." The EITF agreed that
advertising barter transactions entered into subsequent to
January 20, 2000 should be accounted for at fair value only if
there is verifiable objective evidence provided by sufficient
cash transactions received by the seller of the advertising or
similar advertising. If the seller of advertising does not have
verifiable objective evidence, then the transaction is recognized
at the recorded amount of the advertising surrendered, that is,
zero. The EITF also concluded that the volume of similar cash
transactions should be at least equal to the volume of barter
transactions.
25
The Company has adopted the policies of EITF Issue 99-17and
there are no material effects on the financial statements.
The Financial Accounting Standards Board ("FASB") has issued
Statement of Financial Accounting Standards 133, which has not
yet been adopted by the Company. SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities" is effective for
fiscal years beginning after June 15, 2000. This standard
requires all derivatives to be recognized as either assets or
liabilities on the balance sheet at their fair values. It also
prescribes the accounting to be followed for the changes in the
fair values of derivatives depending upon their intended use and
resulting designation. It supersedes or amends the existing
standards, which deal with hedge accounting and derivatives. The
Company does not expect the effect of adopting this standard will
have a material impact on the amounts reported in its financial
statements.
Year 2000 Compliance
To date, we have not experienced significant Year 2000
disruptions to our operating or administrative systems. The
Company believes that its significant vendors and service
providers are Year 2000 compliant and we have not, to date, been
made aware that any of our significant vendors or service
providers have suffered Year 2000 disruptions in their systems.
Accordingly, we do not anticipate incurring material expenses or
experiencing any material operational disruptions as a result of
any Year 2000 problems. The Company spent an immaterial amount
on Year 2000 testing and compliance during 1999.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
The Company does not currently hold any public securities
and therefore is not exposed to equity price risks on the
marketable of its equity securities. However, it is possible
that some of the Company's subsidiaries may go public in the near
future. At such time, the Company would be exposed to equity
risks on the marketable portion of those equity securities.
The carrying values of financial instruments including cash
and cash equivalents, accounts receivable, accounts payable and
notes payable, approximate fair value because of the short
maturity of these instruments. The carrying value of long-term
debt approximates its fair value, as estimated by using
discounted future cash flows based on the Company's current
incremental borrowing rates for similar types of borrowing
arrangements.
26
As the Company expands globally, the risk of foreign
currency exchange rate fluctuation may dramatically increase.
Therefore, in the future, the Company may consider utilizing
derivative instruments to mitigate such risks.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGE IN SECURITIES.
On March 1, 2000, Ci4net issued 630,844 shares of the
Company's common stock in a private placement to certain
shareholders of Systeam in exchange for 79% of Systeam's common
stock.
On March 22, 2000, Ci4net issued 86,244 shares of the
Company's common stock in a private placement to certain
shareholders of Mostra in exchange for a 51% equity stake in
Mostra.
On March 24, 2000, Ci4net issued 20,000 shares of the
Company's common stock in a private placement to certain
shareholders of Business Villages Ltd in exchange for a 50%
equity stake in Business Villages.com Ltd.
On March 27, 2000, Ci4net issued 2,000,000 shares of the
Company's common stock in a private placement to certain
shareholders of Personal Care Card BV in exchange for a 100% of
the equity of Personal Care Card BV.
On April 4, 2000, Ci4net issued 7,576 shares of the
Company's common stock in a private placement to certain
shareholders of Easy2ship in exchange for an indirect 61% equity
stake in Easy2ship.
The sale and issuance of securities in the transactions
described above were exempt from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act
as transactions by an issuer not involving a public offering,
where the purchasers were sophisticated investors who represented
their intention to acquire securities for investment only and not
with a view to distribution and received or had access to
adequate information about ci4net.
27
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
A majority of the Company's common shareholders by written
consent approved a Restated Certificate of Incorporation on June
1, 2000. The Company's Board of Directors had unanimously
recommended, approved and adopted the Restated Certificate of
Incorporation, pursuant to a resolution adopted on April 3, 2000.
Pursuant to Rule 14c-2 of the Securities Exchange Act of 1934, as
amended, the Company, in connection with the taking of this
corporate action, transmitted a written information statement on
May 4, 2000 to every security holder of the class that was
entitled to vote or give an authorization or consent. Proxy
authorizations or consents were not solicited.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
Form 8-K filed with the SEC on March 1, 2000.
Form 8-K filed with the SEC on March 8, 2000.
28
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CI4NET.COM INC.
(Registrant)
Date: June 19, 2000
Lee Cole
Executive Vice
President
Date: June 19, 2000
David Vincent
(Principal Financial
and
Accounting Officer)
29
