<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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: 0-28703
DEMANDSTAR.COM, INC.
--------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-3590973
------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1551 SANDSPUR ROAD
MAITLAND, FLORIDA 32751
(407) 975-0000
------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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 [X]*
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AS OF MAY 5, 2000
----- -----------------------------
Common Stock
Par value $.0001 per share 7,638,280
* The Registrant has not been subject to the reporting requirements of the
Exchange Act of 1934 during the past 90 days as the Registrant's registration
statement on Form 8-A was declared effective on March 27, 2000, and this
quarterly report on Form 10Q is the Registrant's initial report under such act.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DEMANDSTAR.COM, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
DEMANDSTAR.COM, INC.
(THE COMPANY)
DECEMBER 31, 1999 MARCH 31, 2000
----------------- --------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 127,733 $ 1,264,613
Accounts receivable 8,593 25,683
Prepaid assets 92,844 302,322
----------- -----------
Total current assets 229,170 1,592,618
----------- -----------
PROPERTY AND EQUIPMENT, net 108,855 130,880
----------- -----------
OTHER ASSETS:
Deposits 8,900 8,900
Customer lists and vendor database, net 245,268 220,409
Goodwill, net 719,198 646,307
----------- -----------
Total other assets 973,366 875,616
----------- -----------
Total assets $ 1,311,391 $ 2,599,114
=========== ===========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 191,558 $ 444,723
Due to affiliate -- 456,911
Current portion of note payable 200,000 200,000
Deferred revenue 139,252 238,992
----------- -----------
Total current liabilities 530,810 1,340,626
----------- -----------
NOTE PAYABLE, less current portion 1,106,885 1,550,000
----------- -----------
SHAREHOLDER'S DEFICIT:
Common stock 125 126
Preferred stock -- 1,500,000
Additional paid-in capital 812,413 831,830
Accumulated deficit (1,138,842) (2,623,468)
----------- -----------
Total shareholder's deficit (326,304) (291,512)
----------- -----------
Total liabilities and shareholder's deficit $ 1,311,391 $ 2,599,114
=========== ===========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
- 2 -
<PAGE> 3
THE PURCHASE METHOD OF ACCOUNTING WAS USED TO RECORD ASSETS ACQUIRED AND
LIABILITIES ASSUMED BY THE COMPANY. SUCH ACCOUNTING RESULTS IN INCREASED
AMORTIZATION REPORTED IN FUTURE PERIODS. ACCORDINGLY, THE ACCOMPANYING
FINANCIAL STATEMENTS OF THE PREDECESSOR AND THE COMPANY ARE NOT COMPARABLE IN
ALL MATERIAL RESPECTS SINCE THOSE FINANCIAL STATEMENTS REPORT RESULTS OF
OPERATIONS AND CASH FLOWS OF THESE TWO SEPARATE ENTITIES.
DEMANDSTAR.COM, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
INFORMATION ON | DEMANDSTAR.COM,
DEMAND, INC. | INC.
(THE PREDECESSOR) | (THE COMPANY)
----------------- | -------------
FOR THE THREE | FOR THE THREE
MONTHS ENDED | MONTHS ENDED
MARCH 31, 1999 | MARCH 31, 2000
--------- | -----------
<S> <C> | <C>
REVENUE $ 62,372 | $ 82,902
|
OPERATING EXPENSES: |
Marketing and advertising 10,474 | 511,653
Research and development 72,802 | 70,251
General and administrative 143,874 | 846,956
Depreciation and amortization -- | 109,156
--------- | -----------
Total operating expenses 227,150 | 1,538,016
--------- | -----------
|
OPERATING LOSS (164,778) | (1,455,114)
|
INTEREST EXPENSE -- | 29,512
--------- | -----------
|
LOSS BEFORE INCOME TAX BENEFIT (164,778) | (1,484,626)
|
INCOME TAX BENEFIT -- | --
--------- | -----------
|
NET LOSS $(164,778) | $(1,484,626)
========= | ===========
|
BASIC AND DILUTED LOSS PER COMMON SHARE | $ (1.18)
| ===========
WEIGHTED AVERAGE NUMBER OF COMMON |
SHARES OUTSTANDING |
| 1,258,738
| ===========
</TABLE>
The accompanying notes are an integral part of these statements.
- 3 -
<PAGE> 4
THE PURCHASE METHOD OF ACCOUNTING WAS USED TO RECORD ASSETS ACQUIRED AND
LIABILITIES ASSUMED BY THE COMPANY. SUCH ACCOUNTING RESULTS IN INCREASED
AMORTIZATION REPORTED IN FUTURE PERIODS. ACCORDINGLY, THE ACCOMPANYING
FINANCIAL STATEMENTS OF THE PREDECESSOR AND THE COMPANY ARE NOT COMPARABLE IN
ALL MATERIAL RESPECTS SINCE THOSE FINANCIAL STATEMENTS REPORT RESULTS OF
OPERATIONS AND CASH FLOWS OF THESE TWO SEPARATE ENTITIES.
DEMANDSTAR.COM, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
INFORMATION ON | DEMANDSTAR.COM,
DEMAND, INC. | INC.
(THE PREDECESSOR) | (THE COMPANY)
----------------- | -------------
FOR THE THREE | FOR THE THREE
MONTHS ENDED | MONTHS ENDED
MARCH 31, 1999 | MARCH 31, 2000
--------- | -----------
<S> <C> | <C>
CASH FLOWS FROM OPERATING ACTIVITIES: |
Net loss $(164,778) | $(1,484,626)
|
Adjustments to reconcile net loss to net cash used in |
operating activities- |
Depreciation and amortization -- | 109,156
Compensation from stock transactions -- | 19,418
Changes in operating assets and liabilities- |
Increase in accounts receivable (4,105) | (17,090)
Increase in prepaid assets -- | (209,478)
Increase in accounts payable and |
accrued liabilities 80,408 | 253,165
Increase in due to affiliate -- | 456,911
Increase in deferred revenue 95,566 | 99,740
--------- | -----------
Net cash provided by (used in) operating |
activities 7,091 | (772,804)
--------- | -----------
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
Capital expenditures (3,063) | (33,431)
--------- | -----------
Net cash used in investing activities (3,063) | (33,431)
--------- | -----------
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
Contribution of capital 3,595 | --
Proceeds from issuance of Series A preferred stock -- | 1,500,000
Borrowings under note payable -- | 443,115
--------- | -----------
Net cash provided by financing activities 3,595 | 1,943,115
--------- | -----------
|
NET INCREASE IN CASH 7,623 | 1,136,880
|
CASH, beginning of period 17,564 | 127,733
--------- | -----------
|
CASH, end of period $ 25,187 | $ 1,264,613
========= | ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
Cash paid for interest $ -- | $ --
========= | ===========
</TABLE>
The accompanying notes are an integral part of these statements.
- 4 -
<PAGE> 5
DEMANDSTAR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 2000
The financial statements included herein have been prepared by DemandStar.com,
Inc. (the "Company" or "DemandStar"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.
These condensed financial statements should be read in conjunction with the
financial statements for the year ended December 31, 1999, and the notes
thereto, included in the Company's registration statement on Form S-1, as
amended (Registration No. 333-93445).
The unaudited financial statements included herein include normal recurring
adjustments and reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of such financial statements. The
interim results are not indicative of results for a full year.
Information On Demand, Inc. (the "Predecessor") was formed as a Florida
corporation in June 1997 and commenced operations in January 1998. The
Predecessor was an S corporation. On June 1, 1999, H.T.E., Inc. ("HTE"), formed
a wholly-owned subsidiary, HTE-IOD, Inc., by purchasing 1,250,000 shares for
$800,000 and advancing $200,000 of cash. On June 18, 1999, HTE-IOD, Inc.
purchased the business and certain net assets of the Predecessor. On August 23,
1999, HTE-IOD, Inc. changed its name to Information On Demand, Inc. and on
December 21, 1999, its name was changed to DemandStar.com, Inc. The Company is
a provider of Internet-based procurement systems for governmental agencies,
which operates primarily in Florida. Businesses that provide goods and services
to agencies enrolled in the Company's program are provided the opportunity to
register with the Company as registered vendors for an annual fee. The Company
operates as a single business unit.
1. LOSS PER SHARE
The Company's basic and diluted net loss per share are found in the
accompanying statement of operations. Basic and diluted per share information
are the same as the Company generated a net loss for the period. Options to
purchase approximately 2,272,500 shares were outstanding as of March 31, 2000,
but were not included in the computation of diluted loss per share because they
are antidilutive. Loss per share information for the Predecessor has not been
presented as this information is not meaningful given the Predecessor's capital
structure.
2. DUE TO AFFILIATE
Due to affiliate represents amounts owed to HTE in excess of the loan agreement
discussed below. This amounts results from timing of payments and was repaid in
full on May 11, 2000.
3. RELATED PARTY TRANSACTIONS
The Predecessor used office space owned by the shareholder for which rent of
approximately $2,100 was paid for the three months ended March 31, 1999. This
rent charge is included in general and administrative expenses in the
accompanying statement of operations of the Predecessor.
HTE charges the Company a management fee for finance, accounting, management
and basic processing services based on a percentage of total expenses. The
total of these charges was approximately $68,000 for the three months ended
March 31, 2000, which is included in general and administrative expenses in the
accompanying statement of operations of the Company.
- 5 -
<PAGE> 6
DEMANDSTAR.COM, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 2000
3. RELATED PARTY TRANSACTIONS (CONTINUED)
During 1999 and 2000, the Company borrowed money from HTE to acquire the
business and certain net assets of the Predecessor and to fund its operations
under an informal lending arrangement. On October 31, 1999, the Company issued
an unsecured note in the principal amount of $1,750,000 in favor of HTE (the
"Loan"). As of March 31, 2000, borrowings under the Loan totaled $1,750,000,
with no available balance. Interest at a rate of eight percent, which totaled
approximately $28,700, was charged by HTE during the three months ended March
31, 2000, pursuant to the terms of the Loan. Approximately $56,000 related to
accrued interest is included in accounts payable and accrued liabilities in the
accompanying balance sheet as of March 31, 2000. Principal and interest due
under the Loan are payable in annual installments on each anniversary of the
note, with the entire remaining outstanding balance due upon the earlier of the
maturity date of the Loan or the date of the effectiveness of a secondary
public offering of the Company's common stock yielding gross proceeds of at
least $10,000,000.
Scheduled principal reductions of the Loan were as follows as of March 31,
2000:
OCTOBER 31, AMOUNT
----------- -----------
2000 $ 200,000
2001 250,000
2002 350,000
2003 450,000
2004 500,000
-----------
$ 1,750,000
-----------
4. SUBSEQUENT EVENTS
Pursuant to a registration statement on Form S-1 (File No.333-93445), as
amended, filed with the Securities and Exchange Commission and which became
effective March 27, 2000, the Company's rights offering of its common stock was
completed on May 5, 2000. Rights to purchase an aggregate of 6,374,080 shares
of common stock were exercised for an aggregate purchase price of $6,374,080.
After deducting the estimated total expenses incurred in connection with the
offering of $660,000, the Company's net proceeds from the offering were
$5,714,080.
- 6 -
<PAGE> 7
DEMANDSTAR.COM, INC.
MARCH 31, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
This Report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. Discussions containing
such forward-looking statements may be found in Management's Discussion and
Analysis of Financial Condition and Results of Operations under the captions
"Comparison of Three Months Ended March 31, 2000 and March 31, 1999," and
"Liquidity and Capital Resources." These statements by their nature involve
substantial risks and uncertainties, certain of which are beyond the Company's
control, and actual results for future periods could differ materially from
those discussed in this Item depending on a variety of important factors. A
comprehensive summary of these and other risks and uncertainties can be found
in the Company's filings with the Securities and Exchange Commission from time
to time, including the Company's registration statement on Form S-1, as amended
(Registration No. 333-93445).
<TABLE>
<CAPTION>
INFORMATION ON | DEMANDSTAR.COM,
DEMAND, INC. | INC.
(THE PREDECESSOR) | (THE COMPANY)
---------------- | -------------
FOR THE THREE | FOR THE THREE
MONTHS ENDED | MONTHS ENDED
MARCH 31, 1999 | MARCH 31, 2000
--------- | -----------
<S> <C> <C>
REVENUE 100.0% | 100.0%
OPERATING EXPENSES: |
Marketing and advertising 16.8 | 617.2
Research and development 116.7 | 84.7
General and administrative 230.7 | 1021.6
Depreciation and amortization -- | 131.7
------ | -------
Total operating expenses 364.2 | 1855.2
------ | -------
OPERATING LOSS (264.2) | (1755.2)
INTEREST EXPENSE -- | 35.6
------ | -------
LOSS BEFORE INCOME TAX BENEFIT (264.2) | (1790.8)
INCOME TAX BENEFIT -- | --
------ | -------
NET LOSS (264.2)% | (1790.8)%
====== | =======
</TABLE>
Comparison of Three Months Ended March 31, 2000 and 1999
Revenues
Revenues include amounts received from vendors for registration fees and bid
document mailings. Total revenues increased by 33% to $82,902 for the three
months ended March 31, 2000, from $62,372 for the three months ended March 31,
1999. The increase in revenues is due primarily to the increased marketing
effort in late 1999 and 2000 compared to the 1998 and early 1999 focus on
research and development.
Operating Expenses
Marketing and advertising expenses. Marketing and advertising expenses
increased 4785% to $511,653 for the three months ended March 31, 2000, from
$10,474 for the three months ended March 31, 1999. The increase in marketing
and advertising expenses primarily resulted from an increased marketing
strategy to promote DemandStar.
- 7 -
<PAGE> 8
DEMANDSTAR.COM, INC.
MARCH 31, 2000
Research and development expenses. Research and development expenses decreased
4% to $70,251 for the three months ended March 31, 2000, from $72,802 for the
three months ended March 31, 1999. In 1998 and early 1999, research and
development was focused on product development. During the three months ended
March 31, 2000, the focus was on expanding our products' features and improving
the stability and scalability of DemandStar's systems to support the growth
that is anticipated.
General and administrative expenses. General and administrative expenses, which
include the costs of corporate operations, finance and accounting, human
resources and other general operations, increased 489% to $846,956 for the
three months ended March 31, 2000, from $143,874 for the three months ended
March 31, 1999. The increase in general and administrative expenses is directly
related to the growth in the volume of revenues and expenses. This growth was
necessary to support the general operations and infrastructure of DemandStar.
Depreciation and amortization. Depreciation and amortization of $109,156
resulted from the acquisition of the Predecessor by DemandStar and the purchase
of miscellaneous equipment and leasehold improvements during the three months
ended March 31, 2000. There were no comparable expenses during the three months
ended March 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Prior to the purchase of the Predecessor by DemandStar in June 1999, the
operations were funded primarily through cash generated from operations and
capital contributed from the sole shareholder of the Predecessor.
In conjunction with the purchase of the Predecessor, HTE purchased 1,250,000
shares of DemandStar's common stock for $800,000. In the first quarter of 2000,
HTE purchased 750,000 shares of Series A preferred stock for $1,500,000. In
addition to the stock purchases, HTE also loaned DemandStar $200,000 to
purchase the business and specified net assets of the Predecessor and
$1,550,000 to fund operations, the terms of which loan were evidenced by a
five-year term promissory note payable to HTE and dated October 31, 1999. As of
March 31, 2000, the balance under the note was $1,750,000.
With completion of the Company's rights offering of its common stock, which
provided gross proceeds of $6,374,080, the Company believes that it has
sufficient funds to continue its planned operational, growth and development
activities for the remainder of the year 2000. To provide the necessary
additional capital to fund such activities of the Company for the next twelve
months into the year 2001, the Company intends to complete one or more planned
financing transactions in the aggregate minimum amount of approximately
$5,000,000. In addition, within the next twelve months, depending upon the
condition of the U.S. equity markets for securities of Internet related
companies, the Company may elect to proceed with an underwritten registered
secondary offering of its securities to raise additional capital. In the longer
term, the Company may require additional sources of liquidity, which may
include similar financing transactions, to fund future growth and operations.
Neither the terms nor completion of such financings can be determined or
assured at this time.
Net cash used in operating activities totaled $772,804 for the three months
ended March 31, 2000, compared to net cash provided by operating activities of
$7,091 for the three months ended March 31, 1999. The net cash used in the 2000
period primarily resulted from the increased operations and loss experienced in
2000.
Net cash used in investing activities, comprised of capital expenditures,
totaled $33,431 and $3,063 for the three months ended March 31, 2000 and 1999,
respectively. The increase in net cash used in the 2000 period resulted from
increased purchases of equipment to expand the infrastructure and prepare for
increased operations.
Net cash provided by financing activities totaled $1,943,115 and $3,595 for the
three months ended March 31, 2000 and 1999, respectively. The cash provided
during 2000 reflects the sale of Series A preferred stock to HTE, along with
amounts borrowed under the Loan with HTE. The cash provided during 1999
includes contributions of the sole shareholder of the Predecessor.
- 8 -
<PAGE> 9
DEMANDSTAR.COM, INC.
MARCH 31, 2000
YEAR 2000 READINESS
The Year 2000 issue results from computer systems using two digits rather than
four to represent the year so that a date using "00" is recognized as the year
1900 rather than the year 2000. In addition, the Year 2000 is a leap year, and
some computer programs may not properly provide for February 29, 2000. This
situation may disrupt the operation of both our and third party's computer
systems.
We did not experience a problem with the Year 2000 rollover and believe that
our proprietary software and systems are Year 2000 compliant.
Because our products and services depend significantly on information provided
by and transactions conducted with our government clients, our ability to
deliver services and transactions properly to our customers depends on these
government clients being Year 2000 ready. We cannot assure you that our
government clients are Year 2000 ready. If they are not, their information
systems may be disrupted and our ability to provide services and transactions
curtailed. Our business, results of operations and financial condition would be
harmed as a result.
In addition, the software and systems of financial institutions, utility
companies, Internet access companies, third-party service providers and others
outside of our control may not be Year 2000 ready. If these entities are not
Year 2000 ready, a systemic failure beyond our control could result, including
a prolonged Internet, telecommunications or general electrical failure. This
type of failure would make it difficult or impossible to use the Internet or
access our network. If a prolonged failure of this type occurs, our business
and financial condition would be harmed. We do not have a contingency plan as
such in the event of third party Year 2000 failures. However, we believe we
should be able to identify alternative vendors if the need arises.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No information has been presented pursuant to Item 3 as the Company does not
have any financial instruments outstanding as of March 31, 2000, requiring
market risk disclosure or material foreign currency exposure requiring market
risk disclosure.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) Not applicable.
(c) In January 2000, the Company issued warrants to HTE and certain of its
executive officers and directors to purchase up to 1,000,000 shares of common
stock at an exercise price of $2.00 per share. These securities were issued
pursuant to an exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act").
- 9 -
<PAGE> 10
DEMANDSTAR.COM, INC.
MARCH 31, 2000
In January 2000 and February 2000, the Company issued stock options to current
and future officers and employees of the Company to purchase an aggregate of
770,000 and 100,000 shares of common stock, respectively, at an exercise price
of $1.00 per share. These issuances were exempt from registration under the
Securities Act in reliance of Rule 701 promulgated under the Securities Act as
offers and sales of securities pursuant to certain compensatory benefit plans
and contracts relating to compensation in compliance with Rule 701.
In the first quarter of fiscal 2000, the Company issued to HTE 750,000 shares
of Series A preferred stock. These securities were issued pursuant to an
exemption from registration provided by Section 4(2) of the Securities Act.
In February 2000, HTE's board of directors granted, under its Employee
Incentive Compensation Plan, 100 shares of the Company's common stock to each
of the Company's 36 employees (exclusive of officers and directors) and 106 of
HTE's management employees, for an aggregate of 14,200 shares. These securities
were issued pursuant to an exemption from registration under the Securities Act
in reliance on Rule 701 promulgated under the Securities Act as offers and
sales of securities pursuant to certain compensation benefit plans and
contracts relating to compensation in compliance with Rule 701.
No underwriters, brokers or other agents were or will be involved in any of the
above described transactions.
(d) The registration statement on Form S-1 filed by the Company with the
Securities and Exchange Commission (the "SEC") in connection with the Company's
public rights offering (File No. 333-93445), as amended, was declared effective
by the SEC on March 27, 2000. The offering period for the rights offering
commenced on March 27, 2000 and expired on May 1, 2000, with the offering
closing on May 5, 2000. Pursuant to the registration statement, the Company
registered 18,811,330 rights to purchase common stock and 18,811,330 shares of
common stock, par value $.0001 per share, of the Company for issuance upon
exercise of the rights. Each right was exercisable for one share of common
stock at an exercise price of $1.00 per share; thus the aggregate offering
price was $18,811,330. Upon closing, rights to purchase an aggregate of
4,998,050 registered shares of common stock and an aggregate of 1,376,030
restricted shares of common stock were exercised for an aggregate purchase
price of $6,374,080. After deducting the reasonable estimated total expenses
incurred in connection with the offering of $660,000, the Company's net
proceeds from the offering were $5,714,080.
Since the completion of the public offering on May 5, 2000, the net
offering proceeds have not yet been applied.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 3, 2000, by Written Action of the Shareholders in Lieu of Annual
Meeting, Bernard B. Markey and O. F. Ramos were elected to serve as Class I
directors of the Company to serve in such capacities until the 2003 Annual
Shareholders' meeting. In addition to Messrs. Markey and Ramos, L. A. Gornto,
Jr. and Edward Moses are the only other directors of the Company whose terms of
office as directors continued to remain in effect after said meeting. The total
number of shares entitled to vote at the meeting was 1,250,000, all of which
were held by HTE, the sole shareholder at the time of the meeting.
ITEM 5. OTHER INFORMATION
None.
- 10 -
<PAGE> 11
DEMANDSTAR.COM, INC.
MARCH 31, 2000
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Except with respect to Exhibit No. 27.1 filed herewith, the following exhibits
are incorporated herein by reference to the Company's Registration Statement on
Form S-1, as amended (File No. 333-93445), declared effective by the SEC on
March 27, 2000.
<TABLE>
<CAPTION>
NUMBER NAME
- --------------- -----------------------------------------------------------------------------------------------
<S> <C>
3.1 Amended and Restated Articles of Incorporation
3.2 Amended and Restated By-laws
4.3 Form of Warrant between the Company and each of HTE, Ramos, Markey, Gornto and Moses
10.1 1999 Employee Incentive Compensation Plan
10.2 Amended and Restated Investment and Distribution Agreement
10.3 Services Agreement between the Company and HTE
10.4 Tax Sharing and Indemnity Agreement between the Company and HTE
10.5 Registration Rights Agreement between the Company and HTE
10.6 Employment Agreement of O. F. Ramos
10.7 Employment Agreement of Bernard B. Markey
10.8 Employment Agreement of L.A. Gornto, Jr.
10.9 Employment Agreement of Edward Jordan
10.10 Employment Agreement of William Knox North
10.11 Consulting Agreement between the Company and Edward Moses
10.12 Consulting Agreement between the Company and Ronald Brown
10.13 Form of Indemnification Agreement between the Company and each Executive Officer and Director
10.14 $1,750,000 Promissory Note issued by Information On Demand, Inc. in favor of HTE
10.15 Agreement for Sale and Purchase of Assets among Information On Demand, Inc., HTE-IOD, Inc. and
Ronald D. Brown
10.16 Seconded Amended and Restated Commitment to Exercise Rights between the Company and Messrs.
Ramos, Markey, Gornto, Moses, North and Jordan
10.17 Office Lease between Concord Management, Ltd., CED Construction Partners, Ltd. and Associated
Housing Development Partners V, Ltd., collectively the Landlord, and HTE, as Tenant
27.1 Financial Data Schedule (submitted only in electronic format)*
</TABLE>
* Filed herewith.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended March 31, 2000. The
registrant became subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, on March 27, 2000.
- 11 -
<PAGE> 12
DEMANDSTAR.COM, INC.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DEMANDSTAR.COM, INC.
Date: May 12, 2000
/s/ O. F. Ramos
------------------------------------------
O. F. Ramos, Chief Executive Officer
and President
/s/ L. A. Gornto, Jr.
------------------------------------------
L. A. Gornto, Jr., Chief Financial Officer,
Executive Vice President and Secretary
- 12 -
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER NAME
- --------------- ------------------------------------------------------------------------------------------------
<S> <C>
3.1 Amended and Restated Articles of Incorporation
3.2 Amended and Restated By-laws
4.3 Form of Warrant between the Company and each of HTE, Ramos, Markey, Gornto and Moses
10.1 1999 Employee Incentive Compensation Plan
10.2 Amended and Restated Investment and Distribution Agreement
10.3 Services Agreement between the Company and HTE
10.4 Tax Sharing and Indemnity Agreement between the Company and HTE
10.5 Registration Rights Agreement between the Company and HTE
10.6 Employment Agreement of O. F. Ramos
10.7 Employment Agreement of Bernard B. Markey
10.8 Employment Agreement of L.A. Gornto, Jr.
10.9 Employment Agreement of Edward Jordan
10.10 Employment Agreement of William Knox North
10.11 Consulting Agreement between the Company and Edward Moses
10.12 Consulting Agreement between the Company and Ronald Brown
10.13 Form of Indemnification Agreement between the Company and each Executive Officer and Director
10.14 $1,750,000 Promissory Note issued by Information On Demand, Inc. in favor of HTE
10.15 Agreement for Sale and Purchase of Assets among Information On Demand, Inc., HTE-IOD, Inc. and
Ronald D. Brown
10.16 Seconded Amended and Restated Commitment to Exercise Rights between the Company and Messrs.
Ramos, Markey, Gornto, Moses, North and Jordan
10.17 Office Lease between Concord Management, Ltd., CED Construction Partners, Ltd. and Associated
Housing Development Partners V, Ltd., collectively the Landlord, and HTE, as Tenant
27.1 Financial Data Schedule (submitted only in electronic format)*
</TABLE>
* Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF DEMANDSTAR.COM, INC. FOR THE THREE MONTHS ENDED MARCH
31, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,264,613
<SECURITIES> 0
<RECEIVABLES> 25,683
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,592,618
<PP&E> 130,880
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,599,114
<CURRENT-LIABILITIES> 1,340,626
<BONDS> 0
0
1,500,000
<COMMON> 126
<OTHER-SE> (1,791,638)
<TOTAL-LIABILITY-AND-EQUITY> 2,599,114
<SALES> 0
<TOTAL-REVENUES> 82,902
<CGS> 0
<TOTAL-COSTS> 1,538,016
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29,512
<INCOME-PRETAX> (1,484,626)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,484,626)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,484,626)
<EPS-BASIC> (1.18)
<EPS-DILUTED> (1.18)
</TABLE>
