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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000.
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to .
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Commission File Number: 000-28391
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SourcingLink.net, Inc.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 98-0132465
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
16855 WEST BERNARDO DRIVE, SUITE 260, SAN DIEGO, CA 92127
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(Address of principal executive offices)
(858) 385-8900
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(Issuer's telephone number)
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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.
[X] YES [_] NO
Shares of Common Stock outstanding as of November 2, 2000: 8,069,154 shares
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SourcingLink.net, Inc.
CONTENTS
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Page
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Condensed Balance Sheets as of
September 30, 2000 (unaudited) and March 31, 2000 3
Consolidated Condensed Statements of Operations for the
three and six months ended September 30, 2000 and 1999
(unaudited) 4
Consolidated Condensed Statements of Cash Flows
for the six months ended September 30, 2000 and 1999 (unaudited) 5
Notes to Consolidated Unaudited Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
PART II OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information 15
Item 6 Exhibits and Reports on Form 8-K 15
Signature 15
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PART I FINANCIAL INFORMATION
Item 1 Financial Statements
SourcingLink.net, Inc.
Consolidated Condensed Balance Sheets
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
------------ ---------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,393,065 $ 3,870,362
Short-term investments - 1,955,040
Accounts receivable, net 80,193 354,767
Other current assets 117,445 81,662
------------ ------------
Total current assets 4,590,703 6,261,831
Property and equipment, net 507,540 375,463
Other non-current assets 63,392 64,873
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Total assets $ 5,161,635 $ 6,702,167
============ ============
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities $ 1,063,416 $ 1,388,538
Deferred revenue and other 243,445 288,741
------------ ------------
Total current liabilities 1,306,861 1,677,279
STOCKHOLDERS' EQUITY
Series A convertible preferred stock 246 246
Common stock 8,069 8,056
Additional paid-in capital 24,138,134 24,086,938
Unearned stock-based compensation (27,210) (219,255)
Accumulated deficit (20,352,295) (18,938,586)
Accumulated other comprehensive income 87,830 87,489
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Total stockholders' equity 3,854,774 5,024,888
------------ ------------
Total liabilities and stockholders'
equity $ 5,161,635 $ 6,702,167
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
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SourcingLink.net, Inc.
Consolidated Condensed Statements Of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended September 30, Six months ended September 30,
-------------------------------- ------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenue:
eCommerce applications $ 121,436 $ 197,938 $ 321,530 $ 402,565
Professional services 736,020 89,749 1,301,111 154,498
------------ ------------ ---------- ------------
857,456 287,687 1,622,641 557,063
Cost of revenue:
eCommerce applications 255,525 80,681 510,572 164,032
Professional services 206,227 64,749 308,987 129,498
------------ ------------ ----------- ------------
461,752 145,430 819,559 293,530
Gross profit 395,704 142,257 803,082 263,533
Operating expenses:
Selling, general and
administrative 705,204 824,300 1,594,130 1,436,989
Product development 196,764 286,923 567,826 484,848
Amortization of warrants
issued to strategic partners 6,802 - 192,045 -
------------ ------------ ----------- ------------
Total operating expenses 908,770 1,111,223 2,354,001 1,921,837
Operating loss (513,066) (968,966) (1,550,919) (1,658,304)
Other income (expense), net (381) 2,592 (1,049) (1,735)
Interest income 66,064 53,220 138,259 64,054
------------ ------------ ----------- ------------
Net loss $ (447,383) $ (913,154) $(1,413,709) $(1,595,985)
============ ============ =========== ============
Net loss per share (basic and
diluted) $ (0.06) $ (0.14) $ (0.18) $ (0.26)
------------ ----------- ----------- ------------
Weighted average number of shares
used in per share calculation
(basic and diluted) 8,065,724 6,482,378 8,062,229 6,101,628
============ =========== =========== ============
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
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SourcingLink.net, Inc.
Consolidated Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six months ended September 30,
------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,413,709) $ (1,595,985)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization expense 112,992 55,369
Unrealized foreign exchange (gain) loss (951) 1,209
Amortization of warrants issued to
strategic partners 192,045 -
Changes in operating assets and
liabilities-net (130,146) 232,158
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Net cash used in operating activities (1,239,769) (1,307,249)
Cash flows from investing activities:
Purchases of fixed assets (245,069) (67,596)
Maturities of short-term investments 1,955,040 -
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Net cash provided by (used in) investing
activities 1,709,971 (67,596)
Cash flows from financing activities:
Proceeds from exercise of stock options 29,127 63,500
Proceeds from issuance of common stock 22,082 7,309,076
Payments on capital lease - (4,045)
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Net cash provided by financing activities 51,209 7,368,531
Effect of exchange rate changes on cash 1,292 (1,103)
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Net increase in cash and cash equivalents 522,703 5,992,583
Cash and cash equivalents, beginning of the period 3,870,362 1,266,880
------------ ------------
Cash and cash equivalents, end of the period $ 4,393,065 $ 7,259,463
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
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SourcingLink.net, Inc.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. Basis of presentation:
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On July 20, 1999, the stockholders of the Company approved a proposal to change
the Company's name from QCS.net Corporation to SourcingLink.net, Inc. The name
change became effective as of that date upon the Company's filing of its Amended
and Restated Certificate of Incorporation with the Delaware Secretary of State.
The interim consolidated condensed financial statements of SourcingLink.net,
Inc. ("SourcingLink" or the "Company") are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments), which are, in the opinion of
management, necessary for a fair presentation, in all material respects, of the
financial position and operating results of the Company for the interim periods.
The results of operations for the three and six months ended September 30, 2000
are not necessarily indicative of the results to be expected for the entire
fiscal year ending March 31, 2001. The year-end balance sheet data at March 31,
2000 was derived from the audited financial statements. All prior period share
and per share amounts have been restated to reflect the 1 for 4 reverse stock
split, which was effective August 25, 1999.
The consolidated condensed financial statements include the accounts of
SourcingLink.net, Inc. and its wholly-owned subsidiary. All significant
intercompany transactions and account balances have been eliminated in
consolidation.
This financial information should be read in conjunction with the audited
financial statements and notes thereto included in the Company's Form 10-KSB for
the fiscal year ended March 31, 2000.
2. Computation of net loss per share:
--------------------------------------
Net loss per share is presented on a basic and diluted basis. Basic earnings
(loss) per share is computed by dividing the income (loss) by the weighted
average number of shares of Common Stock outstanding for the period. Diluted
earnings per share are computed by giving effect to all dilutive potential
shares of Common Stock that were outstanding during the period. For the
Company, dilutive potential shares of Common Stock consist of incremental shares
of Common Stock issuable upon the exercise of stock options and warrants and
conversion of preferred stock for all periods.
Basic and diluted earnings (loss) per share are calculated as follows for the
three and six months ended September 30, 2000 and 1999 (unaudited):
<TABLE>
<CAPTION>
Three months ended September 30, Six months ended September 30,
------------------------------------ ----------------------------------
Basic and diluted: 2000 1999 2000 1999
--------------- --------------- --------------- -------------
<S> <C> <C> <C> <C>
Net loss $ (447,383) $ (913,154) $ (1,413,709) $ (1,595,985)
=============== =============== =============== =============
Weighted average shares
outstanding for the period 8,065,724 6,482,378 8,062,229 6,101,628
Net loss per share $ (0.06) $ (0.14) $ (0.18) $ (0.26)
=============== =============== =============== =============
</TABLE>
At September 30, 2000, the Company had 917,450 options and 768,824 warrants
outstanding to purchase shares of Common Stock compared to 847,125 options and
768,824 warrants outstanding at March 31, 2000. These options and warrants were
not included in the computation of diluted earnings per share because their
inclusion would be anti-dilutive.
3. Comprehensive loss:
-----------------------
Comprehensive loss for the three months ended September 30, 2000 and 1999 was
$446,520 and $919,111, respectively. For the six months ended September 30, 2000
and 1999 the comprehensive loss was $1,413,368 and $1,595,878, respectively.
The difference between comprehensive loss and net loss is the treatment of
cumulative foreign currency translation adjustments.
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4. Recent pronouncements:
-------------------------
Effective July 1, 2000 the Company adopted the Emerging Issues Task Force No.
00-2 "Accounting for Web Site Development Costs" ("EITF 00-2"). EITF 00-2 sets
forth the requirements for capitalization or expense treatment of various web
site development costs depending on certain criteria. During the second quarter
of fiscal year 2001, the Company capitalized $46,000 of web site development
costs and will amortize such costs over their estimated useful life of two
years.
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." Statement No. 133 establishes accounting
and reporting standards for derivative instruments and for hedging activities.
This statement was to become effective for all quarters of fiscal years
beginning after June 15, 1999. In June 1999, the FASB issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivative Instruments -
Deferral of the Effective Date of Statement No. 133." Statement No. 137 defers
the effective date of Statement No. 133 until fiscal years beginning after June
15, 2000. The Company will adopt Statement No. 133 starting April 1, 2001, and
does not expect such adoption to affect our results of operations, financial
position or cash flows.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
101), providing the staff's views in applying generally accepted accounting
principles to selected revenue recognition issues. The Company is applying SAB
101 to its financial statements as of the first quarter of fiscal year 2001. The
adoption of SAB 101 did not have a material impact on our results of operations,
financial position or cash flows.
In March 2000, the Financial Accounting Standards Board issued Interpretation
No. 44, "Accounting for Certain Transactions Involving Stock Compensation - an
interpretation of APB Opinion No. 25." This interpretation has provisions that
were effective after staggered dates, including provisions that were effective
after December 15, 1998 and others that became effective after June 30, 2000.
The adoption of this interpretation has not and will not have a material impact
on our results of operations, financial position or cash flows.
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain statements contained in this Report, including, without limitation,
statements containing the words "may," "will," "believes," "anticipates,"
"expects" or the negative or other variations thereof or comparable terminology,
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. In addition, any statements that refer to expectations,
projections, or other characterizations of future events or circumstances are
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of SourcingLink to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. These factors include, but are not limited to,
the factors discussed under the caption "Risk Factors" below, and are discussed
in more detail in the "Risks Related to Our Business" section of SourcingLink's
Annual Report on Form 10-KSB for the fiscal year ended March 31, 2000. Given
these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. SourcingLink disclaims any obligation to update any
such factors or to announce publicly the results of any revisions of the
forward-looking statements contained or incorporated by reference herein to
reflect future events or developments.
Overview
SourcingLink is an application service provider, or ASP, and has developed an
Internet-based turnkey solution for business-to-business eCommerce that enables
retailers to organize, automate and significantly reduce the cost of their
preorder merchandise sourcing activities by searching for and connecting
directly with retail merchandise suppliers around the globe. For merchandise
suppliers, the solution provides a sales tool and electronic forms for the
exchange of company and product information.
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Through fiscal 2000, SourcingLink's revenues were generated principally from
eCommerce Applications consisting of fees for access to and use of
SourcingLink's solutions. A portion of this revenue is derived from desktop
solutions, primarily from use of the InspectLink(TM) inspection data application
with one long-standing customer. Our focus for eCommerce applications, however,
is our core Internet sourcing solution, MySourcingCenter(TM), which was released
on a Microsoft platform in the first quarter of fiscal year 2001.
In March 2000, SourcingLink entered into a services contract with Paris, France-
based Carrefour S.A. (the "Carrefour contract"), under which SourcingLink will
receive a minimum of $9 million for services to be performed over a three-year
period which began April 1, 2000. The Carrefour contract followed an
announcement by Carrefour, the world's second largest retailer, that it, Sears,
Roebuck & Co. and Oracle Corporation were forming a new company named
GlobalNetXchange ("GNX"), for the purpose of conducting auctions and other
merchandise buying electronically with suppliers worldwide. Under our contract,
we will assist Carrefour with its implementation of GNX functionality and
processes.
IBM Agreements
Original IBM Agreements. SourcingLink entered into a multi-faceted eCommerce
agreement with IBM in the third quarter of fiscal year 1998, as an amendment to
an earlier 1996 agreement under which SourcingLink became an active participant
in IBM's e-commerce group. Under the 1998 contract, referred to in the
discussion below as the "IBM agreement" or the "Agreement," IBM had been
providing most of the sales and marketing effort, worldwide help desk support
and project management for SourcingLink through the expiration of the contract
on September 30, 1999. Under the same Agreement, IBM also provided the network
and server infrastructure supporting SourcingLink's solutions. Payments to IBM
for these services were based on a percentage of sales under a revenue sharing
provision of the Agreement, and were accounted for as cost of sales. Through
September 30, 1999, SourcingLink assisted IBM with certain sales and marketing
efforts for the Company's solution, and billed IBM at cost for such services.
These billings to IBM have been recorded as Professional Services revenue, and
amounted to $65,000 and $129,000 in the three and six months ended September 30,
1999, respectively. As these services were on a cost-reimbursement basis, there
was an equal and offsetting cost of revenue, and thus no gross profit margin
associated with this Professional Services revenue. Effective October 1, 1999,
SourcingLink began performing its sales and project management in-house;
therefore, there is no further revenue from professional services to IBM after
September 30, 1999. New agreements were entered into with IBM as of October 1,
1999, as discussed below.
New IBM Agreements. Effective October 1, 1999, SourcingLink entered into a new
network services and infrastructure agreement with IBM. In addition, the
Company entered into a separate agreement to define its on-going co-marketing
relationship with IBM. As mentioned above, the cost of these services was
historically based on revenue sharing, and was all included in cost of revenue.
Beginning October 1, 1999, the accounting for these new agreements is as
follows:
. For the infrastructure agreement, which includes the housing of servers
in IBM's secure data management center, the Company pays IBM under a
combined fixed and variable price structure, based upon the level of
service. Payments for these services are accounted for as cost of
revenue.
. For the co-marketing agreement, which includes use of the IBM logo and e-
business mark on Company marketing material and our website and
participation with IBM at its e-commerce trade show booths, there are no
payments required under SourcingLink's present status as a premier IBM e-
business partner.
The Company elected not to renew the infrastructure portion of its agreement
with IBM upon expiration of that agreement on September 30, 2000. The Company
has accommodated its infrastructure needs at lower cost by acquiring equipment
and locating it at a third-party hosted site.
Accumulated Losses
From its inception in 1993 through September 30, 2000, SourcingLink has incurred
net losses of approximately $20.4 million, primarily as a result of costs to
develop its technology, to develop and introduce its sourcing solutions, to
establish marketing and distribution relationships, to recruit and train a sales
and marketing group and to build an administrative organization. The Company's
prospects must be considered in light of its operating history, and the risks,
expenses and difficulties frequently encountered by companies in their early
stage of development, particularly companies in new, unproven and rapidly
evolving markets. The limited operating history of the Company makes the
prediction of future results of operations difficult or impossible and,
therefore, there can be no assurance that the
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Company will grow or that it will be able to achieve or sustain profitability.
The Company's success depends to a significant degree upon the Company's ability
to raise additional capital, and continued contributions of key management,
engineering, sales and marketing, and finance personnel, certain of whom would
be difficult to replace. The loss of the services of any of the key personnel or
the inability to attract or retain qualified management and other personnel in
the future, or delays in hiring required personnel, could have a material
adverse effect on the Company's business, operating results or financial
condition. Also, the Company's success is highly dependent on its ability to
execute in a timely manner its new sales and marketing plan, of which no
assurance can be made.
Results of operations for the three and six months ended September 30, 2000 and
1999
Revenue. Total revenue for the three months ended September 30, 2000 increased
$570,000, or 198%, to $857,000, from $287,000 in the three months ended
September 30, 1999. This includes an increase in Professional Services revenue
of $646,000 to $736,000 this year from $90,000 in the same period one year ago.
Such increase is attributable to the Carrefour contract, a three-year, $9
million services agreement that began April 1, 2000. Professional Services
revenue in the prior year was primarily for sales and marketing services paid
for by IBM under an agreement that was concluded by SourcingLink effective
September 30, 1999, as described above. Revenue from eCommerce Applications
decreased by $76,000 to $121,000 from $197,000 in the prior year's second
quarter. SourcingLink supplies desktop solutions for use by its major customer
in managing inspection and shipping tracking data. Revenue from these
applications is based on the number of transactions and amount of data routed
over the network, and the quantity of such data was less in this year's second
quarter than in the same period a year ago.
Total revenue for the six months ended September 30, 2000 increased $1.07
million, or 191%, to $1.62 million, from $557,000 in the six months ended
September 30, 1999. The six-month increase in Professional Services revenue was
$1.15 million, to $1.30 million from $154,000 last year. As in the three-month
period, this increase is primarily attributable to the services provided under
the Carrefour contract. Revenue from eCommerce Applications decreased by
$81,000 to $322,000 from $403,000 for the six-month period one year ago. This
decrease is attributable to the reduced quantity of data routed over the
Company's desktop solution in the second quarter of this year, as described
above. A portion of the eCommerce revenue in both the current and prior years
is from subscriptions of suppliers that have been made available to SourcingLink
by Paris, France-based Promodes, which was acquired by Carrefour late in
calendar 1999. As previously mentioned, Carrefour has contracted with GNX for
performing electronic auctions and other buying with its merchandise suppliers.
Therefore, the potential exists for these subscribers to transfer to GNX in the
future. The Company is pursuing new retail customers with suppliers that could
adopt our solution, and has recently released a version of its solution targeted
at the Home Improvement segment of the retail market. The Company is working
with HomeBase, Inc. to register its buyers and suppliers for the use of
MySourcingCenter(TM) for Home Improvement, and will be marketing the solution to
other buyers and suppliers in that vertical market. The Company has also
entered into a multi-year consulting contract with Carrefour that will provide
revenue over a three-year period, as previously described.
Due to the Carrefour contract, the Company expects that Professional Services
revenue will continue to comprise a significant portion of the Company's overall
revenue in its fiscal year ending March 31, 2001. In the eCommerce Application
area, the Company's solution for the Home Improvement industry will involve
marketing directly to merchandise suppliers, a group that will include small and
highly dispersed target customers.
Cost of Revenue. For the three months ended September 30, 2000, the cost of
revenue increased $316,000, or 218%, to $462,000 from $146,000 in the prior
three-month period. Total gross profit increased $254,000 to $396,000, or 46%
of revenue, from $142,000, or 49% of revenue, in the three months ended
September 30, 1999. For the six-month period, the cost of revenue increased
$526,000, or 179%, to $820,000 from $294,000 last year. Total gross profit
increased $540,000 to $803,000, or 49% of revenue, from $263,000, or 47% of
revenue, in the six months ended September 30, 1999. The increase in gross
profit is attributable to the increase in Professional Services revenue, and
associated profit, under the Carrefour contract. The dollar amount of the cost
of revenue increased due to the labor and other expenses related to the new
services work, as well as to an increase in the cost of providing our eCommerce
applications. For both the current and prior year three and six-month periods,
SourcingLink's cost of revenue for eCommerce Applications consists primarily of
fees paid to IBM for infrastructure support and hosting of the Company's
application services within the IBM Global Network. During the six months ended
September 30, 1999, these fees paid to IBM were under the original Agreement and
were based on revenue sharing. In the current year's first and second quarters,
the fees paid for the IBM hosting services were based on the new IBM contract
that provided for a combination of fixed and variable costs based on the level
of service. The cost of revenue incurred this year is near the minimum cost
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provided for in the contract, but such amount is substantially greater than the
revenue sharing-based payments for the same three and six-month periods in the
prior year. As previously mentioned, the Company obtained lower costs for its
network infrastructure under another arrangement, and did not renew its
infrastructure contract with IBM after it expired on September 30, 2000.
Operating Expenses
Selling, General and Administrative Expenses. In the quarter ended September
30, 2000, the Company's selling, general and administrative expenses decreased
by $119,000, or 14%, to $705,000 from $824,000 in the quarter ended September
30, 1999. The decrease in these expenses is due to the deployment of certain
employees to work on the Carrefour contract, and the classification of the
related expense as Cost of Revenue. For the six months ended September 30,
2000, selling, general and administrative expenses increased $157,000, or 11%,
to $1.59 million from $1.44 million in the same six months of the prior year.
SourcingLink has expanded its management team, and began hiring an
administrative, sales and project management staff during the last half of
fiscal year 2000. Over the first six-months of the current fiscal year, the
associated increased labor and support costs more than offset the shift of
certain expenses to cost of sales, resulting in an increase in selling, general
and administrative expenses compared to the prior year's first six months.
The Company expects that its sales and marketing expenses will increase as it
begins to market its new solution to buyers and suppliers in the Home
Improvement retail industry, and incurs additional labor and other costs related
to the marketing of its solutions and professional services.
Product Development Expenses. Product development expenses during the three
months ended September 30, 2000 decreased by $90,000, or 31%, to $197,000 from
$287,000 in the three months ended September 30, 1999. The decrease in product
development expenses is primarily due to a reduction in labor costs, as well as
the capitalization and amortization of website development costs beginning July
1, 2000 under the guidance provided in Emerging Issues Task Force Issue No. 00-
2. For the six-month period, product development expenses increased $83,000, or
17%, to $568,000 from $485,000 for the same period last year. The increase in
product development expenses during the six-month period is primarily due to
higher management and development personnel costs during the first quarter of
this fiscal year as compared to the same period last year as the Company
completed a major enhancement of its Internet product.
Stock-based Compensation. The cost of warrants for the purchase of SourcingLink
common stock issued to two strategic partner companies during fiscal year 2000
is being amortized over the periods associated with the business agreements
underlying the warrants. The amount of expense was determined under the Black-
Scholes valuation method, and the related amortization amounted to $7,000 in the
second quarter of fiscal year 2001, and $192,000 for the first six months of
this fiscal year. There was no such amortization of warrant expense in last
year's second quarter or first six months.
Interest Income. Interest income was $66,000 and $53,000 for the three months
ended September 30, 2000 and 1999, respectively, and $138,000 and $64,000 for
the six months ended September 30, 2000 and 1999, respectively. In August 1999,
SourcingLink completed a private placement of 1,258,000 shares of its common
stock and received net proceeds of $7.3 million after offering costs. While a
portion of these proceeds have been consumed in operations since the offering,
the increase in interest income in both the three and six-month periods is
primarily attributable to the increase in cash available for investment as a
result of this private placement.
Income Taxes. SourcingLink recorded a net loss of $1.4 million during the six
months ended September 30, 2000, and had net losses of $4.5 and $1.5 million in
fiscal 2000 and 1999, respectively. Accordingly, no provision for income taxes
was recorded in any of these periods. As of September 30, 2000, SourcingLink
had net operating loss carryforwards for United States income tax purposes of
approximately $13 million. These losses expire at various dates between 2011
and 2020. The Internal Revenue Code of 1986, as amended, contains provisions
that limit the use in any future period of net operating loss and credit
carryforwards upon the occurrence of certain events, including a significant
change in ownership interests. A valuation allowance has been recorded for the
tax benefit of the net operating loss carryforwards and the deferred tax assets
of SourcingLink due to the fact that, as of the present time, it is more likely
than not that such assets will not be realized.
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Fluctuations in Quarterly Operating Results
Our quarterly operating results have varied significantly in the past and will
likely vary significantly in the future. We believe that period-to-period
comparisons of our results of operations are not meaningful and should not be
relied upon as indicators of future performance. Our operating results could
fall below the expectations of securities analysts or investors in some future
quarter or quarters. Our failure to meet these expectations would likely
adversely affect the market price of our common stock.
Our quarterly operating results may vary depending on a number of factors,
including: demand for our solutions and services; actions taken by our
competitors, including new product introductions and enhancements; delays or
reductions in spending for, or the implementation of, supply chain management
solutions by our customers and potential customers as companies review eCommerce
applications; ability to scale our network and operations infrastructure;
ability to develop, introduce and market our solutions and services on a timely
basis; changes in our pricing policies or those of our competitors; ability to
expand our sales and marketing operations, including hiring additional
personnel; size and timing of sales of our solutions and services; success in
maintaining and enhancing existing relationships and developing new
relationships with strategic partners; ability to control costs; technological
changes in our markets; deferrals of customer subscriptions in anticipation of
new developments or features of our solutions; customer budget cycles and
changes in these budget cycles; and general economic factors.
We have increased our operating expenses to expand our management team and sales
and marketing operations, fund greater levels of product development, increase
general and administrative support, develop new partnerships, increase our
professional services and support capabilities and improve our operational and
financial systems. If our revenues do not increase along with these expenses,
our business, operating results and financial condition could be seriously
harmed and net losses in a given quarter could be even larger than expected. In
addition, because our expense levels are relatively fixed in the near term and
are based in part on expectations of our future revenues, any decline in our
revenues to a level that is below our expectations would have a
disproportionately adverse impact on our operating results.
Liquidity and Capital Resources
SourcingLink's cash and cash equivalents at September 30, 2000 were $4.4
million, an increase of $523,000 from March 31, 2000. However, this increase
includes $2 million from the maturity during the first quarter of funds that
were in short-term investments at March 31, 2000. Cash used in operating
activities for the six months ended September 30, 2000 was $1.2 million,
compared to $1.3 million for the six months ended September 30, 1999. The cash
usage in each period was primarily due to the net losses.
We believe that our current working capital, including cash to be received in
the fiscal year ending March 31, 2001 under our services contract with
Carrefour, will be sufficient to meet our working capital requirements for the
next 12 months. We plan to actively seek additional equity investment to fund
operations beyond that period. If such efforts are unsuccessful, we will need
to reduce operating spending significantly, which would materially and adversely
affect our business.
The Company currently does not have a bank credit line. The Company does not
intend to pay cash dividends with respect to capital stock in the foreseeable
future.
Recent Accounting Pronouncements
Effective July 1, 2000 the Company adopted the Emerging Issues Task Force No.
00-2 "Accounting for Web Site Development Costs" ("EITF 00-2"). EITF 00-2 sets
forth the requirements for capitalization or expense treatment of various web
site development costs depending on certain criteria. During the second quarter
of fiscal year 2001, the Company capitalized $46,000 of web site development
costs and will amortize such costs over their estimated useful life of two
years.
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." Statement No. 133 establishes accounting
and reporting standards for derivative instruments and for hedging activities.
This statement was to become effective for all quarters of fiscal years
beginning after June 15, 1999. In June 1999, the FASB issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivative Instruments -
Deferral of the Effective Date of Statement
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No. 133." Statement No. 137 defers the effective date of Statement No. 133 until
fiscal years beginning after June 15, 2000. The Company will adopt Statement No.
133 starting April 1, 2001, and does not expect such adoption to affect our
results of operations, financial position or cash flow.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
101), providing the staff's views in applying generally accepted accounting
principles to selected revenue recognition issues. The Company is applying SAB
101 to its financial statements as of the first quarter of fiscal year 2001. The
adoption of SAB 101 did not have a material impact on our results of operations,
financial position or cash flows.
In March 2000, the Financial Accounting Standards Board issued Interpretation
No. 44, "Accounting for Certain Transactions Involving Stock Compensation - an
interpretation of APB Opinion No. 25." This interpretation has provisions that
were effective after staggered dates, including provisions that were effective
after December 15, 1998 and others that became effective after June 30, 2000.
The adoption of this interpretation has not and will not have a material impact
on our results of operations, financial position or cash flows.
RISK FACTORS
The market for our solution is at an early stage. We need a critical mass of
retailers and their merchandise suppliers to implement and use our solution.
The market for Internet-based supply chain management solutions and services is
at an early stage of development. Our success depends on a significant number
of retailers and their merchandise suppliers implementing our solution. The
implementation of our solution by major retailers and their merchandise
suppliers is controlled by multiple parties in the retail organization. In many
cases, these organizations must change established business practices and
conduct business in new ways. Our ability to attract additional customers for
our solution may depend on leveraging existing customers as reference accounts.
Our solution may not achieve significant market acceptance. Unless a critical
mass of retailers and their merchandise suppliers implement our solution, our
solution may not achieve widespread market acceptance and our business would be
seriously harmed.
We have a history of losses and expect to incur losses in the future.
We incurred net losses of $4.5 million in fiscal 2000 and $1.4 million in the
first six months of fiscal 2001. As of September 30, 1999, we had an
accumulated deficit of approximately $20.4 million. While the Carrefour contract
will provide a total of $9 million of revenue over the three-year period that
began April 1, 2000, we still expect to derive a portion of our future revenues
from subscription fees of our Internet sourcing solution, which is based on an
unproven business model. With Carrefour's acquisition of Promodes and
subsequent formation, along with Sears, Roebuck & Co. and Oracle Corporation, of
GlobalNetXchange, we may lose current subscribing suppliers of the former
Promodes central buying organization. Moreover, we expect to incur significant
sales and marketing, product development, and general and administrative
expenses. As a result, we expect to incur significant losses for the
foreseeable future.
We believe that our current working capital, including amounts to be received
under the Carrefour contract, will be sufficient to meet our working capital
requirements for the next 12 months. We plan to actively seek additional equity
investment to fund operations beyond that period. If such efforts are
unsuccessful, we will need to reduce operating spending significantly, which
would materially and adversely affect our business.
We expect to depend on our solution to augment revenue from our consulting
contract with Carrefour in the future.
Our solution and related services have accounted for substantially all of our
prior revenues. We anticipate that revenues from our solution will constitute
substantially all of our non-service revenues for the foreseeable future.
Consequently, a decline in the price of, or demand for, our solution, or its
failure to achieve broad market acceptance, would seriously harm our business.
Likewise, if we fail to perform under the Carrefour contract, our ability to
collect the minimum payments due to us under the contract, which amount to a
total of $9 million over the three-year period that began April 1, 2000, would
be seriously harmed.
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Implementation of our solutions by large retailers is complex, time consuming
and expensive. We frequently experience long sales and implementation cycles.
Our supply chain management solution is often viewed as an enterprise-wide
solution that must be deployed with many users within a large retailer's
sourcing organization. An enterprise-wide adoption by large retailers is
characterized by long sales cycles beginning with pilot studies and concluding
with retailers strongly encouraging their merchandise suppliers to subscribe to
our solution. In many cases, our customers must change established business
practices and conduct business in new ways. In addition, they must generally
consider a wide range of other issues before committing to purchase our product,
including product benefits, integration, interoperability with existing computer
systems, scalability, functionality and reliability. As a result, we must
educate potential customers on the use and benefits of our solution. It takes
several months to finalize an enterprise-wide sale and the sale must often be
approved by a number of management levels within the customer organization. The
implementation of our solution requires a commitment of resources by our
customers and third-party professional services organizations. Entering into an
agreement with a customer for the adoption of our solution does not assure that
the customer will in fact make such adoption or assure the time frame in which
the adoption may occur. A delay or change of these commitments may adversely
affect our financial results of any particular quarter.
We are currently planning to market our solutions to buyers within a retail
company, and directly to suppliers, in addition to targeting enterprise-wide
rollouts for large retailers. There can be no assurance that such a strategy
will shorten sales cycles or result in significant new subscribing customers for
our solutions.
We derive most of our revenue from sales to a small number of retailers, and if
we are not able to retain these retailers as customers our revenues would be
reduced and our financial results would suffer.
Our largest customer accounts for the substantial portion of our revenues. We
may be unable to adequately perform the required services under our contract
with that customer. We may not be able to retain our key retail customers or
these customers may decrease their commitment to require their suppliers to use
our solution. Any substantial decrease or delay in sales to suppliers of one or
more of our key retail customers, or sales of services to a key customer, could
harm our sales or financial results.
Our customers are all in, or supplying goods to, the retail industry. A
significant change or downturn in this industry could adversely affect our
business.
We face intense competition. If we are unable to compete successfully, our
business will be seriously harmed.
The market for business-to-business eCommerce solutions in general, and supply
chain management solutions in particular, is extremely competitive, evolving and
characterized by continuous rapid development of technology. Competition to
capture business users is intense and is expected to increase dramatically in
the future, which will likely result in price reductions, reduced profit margins
and a decrease in our market share, which could have a serious adverse impact on
our business.
Indirect competitors are traditional Value Added Network solution providers that
have extended their network connections over the Internet and both new and
traditional companies that are focused on trading exchanges that allow
merchandise buyers and sellers to access each other on channels within new or
existing portals. One or more of these companies may develop and add preorder
merchandise sourcing capabilities to their existing product offerings, and new
exchanges such as GlobalNetXchange will focus on retail merchandise procurement,
giving these companies a broader or more comprehensive solution than our
solution, which could adversely affect our business. We expect that additional
established and emerging companies will seek to enter our market as it continues
to develop and expand. We may not be able to compete successfully against future
competitors, especially those with significantly greater financial, marketing,
service, support, technical and other resources.
We depend on our key personnel.
Our future performance depends on the continued service of our senior
management, product development and sales and product marketing personnel. The
loss of the services of one or more of our key personnel could seriously harm
our business. As described under Part II, Item 5 of this report, our Chief
Executive Officer, Sean Maloy, passed away in
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October, 2000. Our founder and Chairman of the Board, Marcel van Heesewijk, has
been appointed CEO on an interim basis. Our future success depends on our
ability to retain a CEO for the Company on a permanent basis, and on our
continuing ability to attract, hire, train and retain a substantial number of
highly skilled managerial, technical, sales, marketing, customer support and
professional services personnel. In addition, new hires frequently require
extensive training before they achieve desired levels of productivity.
Competition for qualified personnel is intense, and we may fail to retain our
key employees or to attract or retain other highly qualified personnel.
Our software may contain errors or defects.
Our software is complex and, accordingly, may contain undetected errors or
failures when first introduced. This may result in loss of, or delay in, market
acceptance of our solution. We have in the past discovered programming errors
in our new releases after their introduction. We have experienced delays in
release and customer frustration during the period required to correct these
errors. We may discover errors in the future, including scalability limitations,
in new versions after release.
In order to manage our growth and the expansion of our services business, we
will need to improve and implement new systems, procedures and controls.
We have retained, and plan to hire additional, new personnel in an expanded
geographic scope to service our customer base. We are performing services for
Carrefour in France and elsewhere around the world. These activities subject us
to certain regulations in such countries and involve difficulties and expense in
staffing and managing such operations, resulting in substantial demands on our
management resources. Our ability to compete effectively and to manage future
expansion of our services and operations, if any, will require us to continue to
improve our financial and management controls, reporting systems, project
management and procedures on a timely basis, and expand, train and manage our
employee work force. We may encounter difficulties in transitioning a portion of
our business to a services focus, and our personnel, systems, procedures and
controls may be inadequate to support our future operations.
We depend on increasing use of the Internet and on the growth of eCommerce. If
the use of the Internet and eCommerce do not grow as anticipated, our business
will be seriously harmed.
Our success depends on the increased acceptance and use of the Internet as a
medium of commerce on a global basis. Rapid growth in the use of the Internet is
a recent phenomenon. As a result, acceptance and use may not continue to develop
at historical rates and a sufficiently broad base of business customers may not
adopt or continue to use the Internet as a medium of commerce. Demand and market
acceptance for recently introduced services and products over the Internet are
subject to a high level of uncertainty, and there exist few proven services and
products.
Our business would be seriously harmed if:
. Use of the Internet, the web and other online services does not continue to
increase or increases more slowly than expected;
. The infrastructure for the Internet, the web and other online services does
not effectively support expansion that may occur; or
. The Internet, the web and other online services do not create a viable
commercial marketplace, inhibiting the development of eCommerce and reducing
the need for our solution.
Additional risk factors are discussed in more detail in the "Risks Related to
Our Business" section of the Company's Annual Report on Form 10-KSB for the
fiscal year ended March 31, 2000.
PART II OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders
The Company held a Meeting of Stockholders on July 25, 2000, at which time the
following matter was submitted to a vote of the Company's stockholders:
Proposal 1: The election of the following persons as directors to serve until
the next succeeding Meeting of Stockholders and until their respective
successors have been elected and qualified, or until their earlier resignation
or removal:
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<TABLE>
<CAPTION>
Number of Shares
----------------------------------------------------
For Against Withheld
--------- --------- ----------
<S> <C> <C> <C>
Marcel van Heesewijk 5,349,242 7,500 15,733
Sean M. Maloy 5,349,212 7,530 15,733
Johan A. Vunderink 5,356,167 575 15,733
Louis A. Delmonico 5,356,167 575 15,733
</TABLE>
Item 5 Other Information
On October 19, 2000, Sean Maloy, the Company's President and Chief Executive
Officer, died unexpectedly of a heart attack brought on by the collapse of a
heart valve. Marcel van Heesewijk, the Company's founder and Chairman of the
Board, has been appointed as the Company's Chief Executive Officer on an interim
basis. Mr. van Heesewijk founded the Company in 1993 and has served as its
Chairman since inception and as its Chief Executive Officer for several prior
periods. Mr. van Heesewijk has been working closely with Mr. Maloy in the
Company's strategic planning process, and has been actively involved in the
Company's sales efforts. The Company's Board of Directors has formed a committee
to lead the search for a permanent Chief Executive Officer, and such search is
ongoing.
Item 6 Exhibits and Reports on Form 8-K
a. Exhibits
27 Financial Data Schedule
b. Reports on Form 8-K
No reports on Form 8-K were filed with the Securities and Exchange
Commission during the quarter for which this report is filed.
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: November 14, 2000 SourcingLink.net, Inc.
By: /s/ Gary Davidson
------------------
Gary Davidson,
Vice President Finance and Administration, Chief
Financial Officer
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