U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________to________________
Commission File Number: 0-23835
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HOMESEEKERS.COM, INCORPORATED
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(Exact name of small business issuer as specified in its charter)
Nevada 87-0397464
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6490 S. McCarran Boulevard, Suite 28, Reno, NV 89509
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(Address of principal executive offices)
(775) 827-6886
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Issurer's telephone number
--------------------------------------------
(Former address, 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.
YES X NO
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 17,482,145 shares of common
stock, $.001 par value, outstanding as of February 4, 2000.
<PAGE>
HOMESEEKERS.COM, INCORPORATED
TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT
Form 10-QSB for the quarter ended December 31, 1999
Part I Financial Information Page
Item 1 Financial Statements:
Consolidated Condensed Balance Sheets as of
December 31, 1999 and June 30, 1999 3
Consolidated Condensed Statements of Operations
for the quarters and six months ended December 31, 1999
and 1998 5
Consolidated Condensed Statements of Cash Flows for
the six months ended December 31, 1999 and 1998 7
Notes to Consolidated Condensed Financial Statements 10
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
Part II Other Information
Item 1 Legal Proceedings 17
Item 2 Changes in Securities and Use of Proceeds 17
Item 3 Defaults upon Senior Securities 18
Item 4 Submission of Matters to a Vote of Security Holders 18
Item 5 Other Information 18
Item 6 Exhibits and Reports on Form 8-K 18
SIGNATURES 19
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<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in Thousands)
<TABLE>
<CAPTION>
December 31, June 30
1999 1999
---- ----
(Unaudited) (Audited)
ASSETS
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 5,106 $10,617
Accounts receivable, net of allowance for doubtful
accounts of $78 and $38 2,256 1,697
Accounts receivable, related parties 111 158
Notes receivable, related parties 564 125
Prepaid expenses 226 309
------- -------
Total Current Assets 8,263 12,906
Investments, related party stock 800 400
Other investments 5,709 --
Property and equipment, net 4,191 1,170
Goodwill and other intangible assets, net of
accumulated amortization of $1,869 and $602 12,417 2,377
Other assets 38 36
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Total Assets $31,418 $16,889
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 333 $ 630
Accrued liabilities 1,189 454
Current portion of capital lease obligations 125 26
Notes payable 86 13
Deferred revenue 5,021 2,693
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Total Current Liabilities 6,754 3,816
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See notes to consolidated condensed financial statements.
</TABLE>
(Continued)
4
<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in Thousands, Except Share Data)
(Continued)
<TABLE>
<CAPTION>
December 31, June 30,
1999 1999
---- ----
(Unaudited) (Audited)
<S> <C> <C>
Long-Term Liabilities
Capital lease obligations -- 50
Deferred revenue 533 333
-------- --------
Total Long-Term Liabilities 533 383
Stockholders' Equity
Class A preferred stock, $.001 par value;
5,000,000 shares authorized; no shares
issued and outstanding -- --
Class B preferred stock, $10.00 par value;
200,000 shares authorized; no shares
issued and outstanding -- --
Common stock, $.001 par value; 50,000,000 shares
authorized; 17,179,421 and 14,946,283
shares issued and outstanding 17 15
Additional paid-in capital 47,180 28,337
Investment in LLC -- (450)
Accumulated deficit (22,832) (15,212)
Accumulated other comprehensive loss (234) --
-------- --------
Total Stockholders' Equity 24,131 12,690
-------- --------
Total Liabilities and Stockholders'
Equity $ 31,418 $ 16,889
======== ========
See notes to consolidated condensed financial statements.
</TABLE>
5
<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED DECEMBER 31, 1999 AND 1998
(Unaudited)
(Amounts in Thousands, Except Share Data)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Revenues $ 2,712 $ 1,068
Cost of revenues 942 133
------------ ------------
Gross Profit 1,770 935
Operating expenses 6,889 1,532
------------ ------------
Loss from operations (5,119) (597)
Other Income (Expense):
Interest expense (13) (15)
Interest income 71 25
Minority interest income 78 --
------------ ------------
136 10
------------ ------------
Loss Before Provision for Income Taxes (4,983) (587)
Income tax expense -- --
------------ ------------
Net Loss (4,983) (587)
Other comprehensive loss (234) --
------------ ------------
Net Comprehensive Loss $ (5,217) $ (587)
============ ============
Preferred stock dividends -- (43)
------------ ------------
Net Loss Applicable to Common Shares $ (4,983) $ (630)
============ ============
Basic and Diluted Net Loss per Common Share $ (.30) $ (.08)
============ ============
Shares Used in Computing Basic and Diluted
Net Loss Per Share 16,839,837 7,852,662
============ ============
</TABLE>
See notes to consolidated condensed financial statements.
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<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
(Unaudited)
(Amounts in Thousands, Except Share Data)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Revenues $ 4,155 $ 1,442
Cost of revenues 1,311 217
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Gross Profit 2,844 1,225
Operating expenses 10,714 2,779
------------ ------------
Loss from Operations (7,870) (1,554)
Other Income (Expense):
Interest expense (14) (21)
Interest income 185 25
Minority interest income 78 --
------------ ------------
249 4
------------ ------------
Loss Before Provision for Income Taxes (7,621) (1,550)
Income tax expense -- --
------------ ------------
Net Loss (7,621) (1,550)
Other comprehensive loss (234) --
------------ ------------
Net Comprehensive Loss $ (7,855) $ (1,550)
============ ============
Preferred stock dividends -- (43)
------------ ------------
Net Loss Applicable to Common Shares $ (7,621) $ (1,593)
============ ============
Basic and Diluted Net Loss per Common Share $ (.48) $ (.22)
============ ============
Shares Used in Computing Basic and Diluted
Net Loss Per Share 15,990,893 7,726,043
============ ============
See notes to consolidated condensed financial statements.
</TABLE>
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<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
(Unaudited)
(Amounts in Thousands)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Operating Activities
Net Loss $ (7,621) $ (1,550)
-------- --------
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 1,725 186
(Gain) on asset sales -- (54)
Common stock issued for employee compensation 73 28
Common stock issued for services 12 --
Increase in bad debt allowance 37 --
Changes in operating assets and liabilities net of
effects from acquisitions
Accounts receivable (390) (2,163)
Prepaid expenses 150 (18)
Other assets (7) (10)
Accounts payable (486) 329
Accrued liabilities 847 235
Deferred revenue 635 1,987
-------- --------
Net adjustments 2,596 520
-------- --------
Net Cash Used in Operating Activities (5,025) (1,030)
-------- --------
Investing Activities
Purchase of property and equipment (816) (152)
Proceeds from asset sales -- 57
Purchase of intangible assets (1,126) --
Acquisitions, net of cash acquired (264) --
-------- --------
Net Cash Used in Investing Activities (2,206) (95)
-------- --------
Financing Activities
Net payments on capital lease obligations (17) --
Net (payments) proceeds from notes payable - related parties (464) 527
Proceeds from notes payable -- 250
Payments on notes payable (40) (2)
Net proceeds from sale of common stock 2,241 491
Deferred offering costs paid -- (68)
Issuance of notes receivable -- (50)
-------- --------
Net Cash Provided by Financing Activities 1,720 1,148
-------- --------
Net (Decrease) Increase in Cash and Cash Equivalents (5,511) 23
Cash and Cash Equivalents at Beginning of Period 10,617 198
-------- --------
Cash and Cash Equivalents at End of Period $ 5,106 $ 221
======== ========
See notes to consolidated condensed financial statements. (Continued)
</TABLE>
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<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
(Unaudited)
(Continued)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
(Amounts in Thousands) 1999 1998
---- ----
Cash paid for interest $ 13 $ 7
========= ========
Cash paid for income taxes $ 0 $ 0
========= ========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
1999
- ----
During the six months ended December 31, 1999, accrued liabilities in the amount
of $200,000 were satisfied by the issuance of 25,000 shares of the Company's
common stock.
During the six months ended December 31, 1999, the Company purchased intangible
assets for $262,320 by issuing 28,000 shares of the Company's common stock.
During the six months ended December 31, 1999, the Company purchased intangible
assets by issuing 25,000 shares of the Company's common stock valued at
$215,625.
During the six months ended December 31, 1999, the Company acquired IMCO. The
consideration paid was $1,000,000 consisting of 81,090 shares of the Company's
common stock.
During the six months ended December 31, 1999, the Company purchased 1,200,000
common shares of BuySellBid.com, Inc. for 250,000 shares of the Company's common
stock valued at $3,000,000.
During the six months ended December 31, 1999, the Company acquired intangible
assets from BuySellBid.com, Inc. for 257,615 shares of the Company's common
stock valued at $3,091,000.
During the six months ended December 31, 1999, the Company acquired Terradatum.
The consideration paid included 640,000 shares of the Company's common stock
valued at $7,960,000.
(Continued)
See notes to consolidated condensed financial statements.
8
<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 and 1998
(Unaudited)
1998
- ----
During the six months ended December 31, 1998, accrued liabilities in the amount
of $50,000 were satisfied by the issuance of 20,000 shares of the Company's
common stock.
During the six months ended December 31, 1998, $110,000 of debt was converted
into 55,000 shares of the Company's common stock.
During the six months ended December 31, 1998, a stockholder converted 35,000
shares of Series A preferred stock into 70,000 shares of the Company's common
stock.
During the six months ended December 31, 1998, the Company paid accumulated
dividends on the converted shares of Series A preferred stock by the issuance of
20,290 shares of the Company's common stock.
During the six months ended December 31, 1998, 50,000 shares of the Company's
common stock were issued to acquire certain assets of a company in a purchase
transaction valued at $225,000.
See notes to consolidated condensed financial statements.
9
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and the instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. All adjustments that, in the opinion of
management, are necessary for a fair presentation of the results of operations
for the interim periods have been made and are of a recurring nature unless
otherwise disclosed herein. The results of operations for the quarter and six
months ended December 31, 1999 are not necessarily indicative of the results
that will be realized for a full year. For further information, refer to the
financial statements and notes thereto contained in the Company's Annual Report
on Form 10-KSB for the year ended June 30, 1999.
Certain prior period amounts have been reclassified to conform to the current
period's presentation.
NOTE 2 - EQUITY TRANSACTIONS
- ----------------------------
During the six months ended December 31, 1999, the Company received
approximately $1,760,000 from the exercise of warrants to purchase 625,156
shares of the Company's common stock and approximately $481,000 from the
exercise of options to purchase 291,664 shares of the Company's common stock.
NOTE 3 - INVESTMENTS
- --------------------
On October 28, 1999, the Company sold its 50% interest in an LLC to Finet.com,
Inc. (Finet) for 600,000 common shares. The Company recorded its investment
based on Finet's quoted market price less a discount since the shares are
unregistered. The investment in the LLC had been accounted for as an offset to
stockholders' equity as the primary asset of the LLC was HomeSeekers common
stock. This offset was eliminated and equity increased by the sale of the LLC.
10
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
On December 31, 1999, the Company held a total of $1,509,000 of
available-for-sale securities consisting of 800,000 common shares of WebQuest
International, Incorporated presented as investments, related party stock, and
600,000 common shares of Finet included in other investments. The fair market
value of the investments at December 31, 1999, based on market quotations or
recent private placements is reflected in the financial statements with the
resulting unrealized decrease in value of $234,000 recorded as a separate
component of other comprehensive loss. The Company's investment in 2,000,000
common shares of BuySellBid.com, Inc. is included in other investments and
accounted for as an investment since there is not a public market for this
stock.
NOTE 4 - ACQUISITIONS
- ---------------------
Terradatum
On September 30, 1999, the Company acquired 100% of Terradatum, a developer,
marketer, and licensor of Internet based multiple listing service systems.
Consideration consisted of 640,000 shares of the Company's common stock valued
at approximately $7,960,000 and $200,000 in cash. The Company also incurred
$53,000 of related professional fees. The acquisition agreement calls for
additional cash consideration if the market price of the Company's common stock
is below certain levels prior to the first anniversary of the closing date. The
acquisition was accounted for using the purchase method of accounting and
accordingly, the purchase price was allocated to the net assets acquired based
upon their estimated fair values as of the acquisition date. A preliminary
allocation of the purchase price resulted in approximately $6,466,000 of
goodwill, which is being amortized over 5 years. The fair values of assets
acquired and liabilities assumed were approximately $8,405,000 and $191,000,
respectively.
11
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
IMCO
On September 30, 1999, the Company completed its acquisition of IMCO, a provider
of electronic publishing and software development for the real estate listing
management industry. The purchase price consisted of 81,090 shares of the
Company's common stock valued at $1,000,000. The merger agreement provides for
additional consideration payable in the Company's common stock depending on the
closing prices of the Company's common stock on specified days preceding the
first and second anniversaries of the closing date. The sellers may also receive
additional common shares if they resell their shares below the initial average
closing price during established periods. The acquisition was accounted for
using the purchase method of accounting. A preliminary allocation of the
purchase price resulted in no goodwill and approximately $918,000 of computer
software, which is being amortized over 3 years. The fair values of assets
acquired and liabilities assumed were approximately $1,221,000 and $221,000,
respectively.
Pro Forma Information
The following unaudited pro forma information presents the results of operations
of the Company for the quarters and six months ended December 31, 1999 and 1998
as if the Terradatum, IMCO and Holloway Publications, Inc. (completed May 28,
1999) acquisitions had taken place on July 1, 1998 (in thousands, except per
share data):
Quarter ended Six Months ended
December 31, December 31,
1998 1999 1998
---- ---- ----
Revenues $ 2,215 $ 5,008 $ 3,589
========= ========== =======
Net Loss $ (755) $ (8,004) $(2,428)
========= ========== =======
Net Loss Per Common Share:
Basic and Diluted $ (.09) $ (.49) $ (.29)
========= ========== =======
These pro forma results of operations have been prepared for comparative
purposes only and may not be indicative of the results of operations had the
acquisitions occurred on the date indicated or of future results of operations
of the Company.
12
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5 - AGREEMENTS WITH BUYSELLBID.COM, INC. ("BuySellBid")
- -------------------------------------------------------------
On September 30, 1999, the Company signed an agreement with BuySellBid for the
Company to serve as the exclusive provider of residential real estate,
apartments for rent, resort, foreclosure and commercial listings and information
for the BuySellBid web sites and web and portal sites covering approximately 470
radio stations owned by Clear Channel Communications Inc. In addition, for a
period of 18 months BuySellBid will provide the Company banner advertising on
such web and portal sites. Total consideration paid by the Company consisted of
$1,000,000 in cash and 257,615 common shares valued at approximately $3,100,000.
The purchase price was allocated to intangible assets, which are being amortized
over periods from 18 months to 3 years.
On September 30, 1999, the Company also purchased 1,200,000 shares, representing
approximately 4%, of BuySellBid's common stock. The consideration paid by the
Company consisted of 250,000 shares of its common stock valued at $3,000,000.
On November 24, 1999, the Company signed an agreement with BuySellBid to provide
BuySellBid advertising on the channel bar of the Company's Realty 2000 desktop
productivity software and a graphic link on the HomeSeekers site for a period of
18 months. The Company received compensation consisting of 800,000 shares of
BuySellBid's common stock. The stock has been valued at $2.50 per share for a
total of $2 million. The advertising revenue is being deferred and recognized
over the 18 month term of the agreement.
NOTE 6 - SUBSEQUENT EVENTS
- --------------------------
On February 8, 2000, the Company completed the acquisition of HomeSeekers
Magazines, Inc (HMI) for approximately $1,050,000 in cash and the assumption of
a $1 million promissory note. HMI is a non-public real estate magazine
publication company located in Idaho. The parties also executed a Mutual Release
of All Claims which terminates a complaint which had been filed in the United
States District Court for the Eastern District of Washington against the Company
by HomeSeekers Magazines, Inc. that alleged violations of claimed trademark
rights in certain real estate markets in Washington and Idaho.
On February 11, 2000 the Company sold 206,450 shares of its common stock to
three accredited investors in a private placement for an aggregate purchase
price of approximately $3,200,000.
13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
Revenues for the quarter ended December 31, 1999 increased 154% to $2,712,000
from $1,068,000 for the quarter ended December 31, 1998. Revenues for the six
months ended December 31, 1999 increased 189% from $1,442,000 for the prior
period to $4,155,000. The increases of $1,644,000 and $2,713,000, respectively,
are attributable to increased sales of web sites and web pages to real estate
agents as the Company significantly expanded its sales efforts, revenues from
the Holloway Publications, Inc., IMCO and Terradatum acquisitions, and increased
prospect advertising revenues from the HomeSeekers.com site and Realty 2000
product.
Costs of revenues increased from $133,000 in the quarter ended December 31, 1998
to $942,000 in the quarter ended December 31, 1999 in support of the higher
sales levels. The gross profit percentage declined from 88% in the quarter ended
December 31, 1998 to 66% in the quarter ended December 31, 1999 primarily due to
the inclusion of the lower margin services of the Holloway Publications business
and the IMCO and Terradatum acquisitions, which have lower gross margin
percentages. Costs of revenues increased to $1,311,000 for the six months ended
December 31, 1999 from $217,000 in the comparable period of the prior year,
while the gross profit percentage decreased from 85% in 1998 to 69% in 1999. The
changes result from the same items discussed for the quarter to quarter
comparison.
Operating expenses increased 350% from $1,532,000 in the quarter ended December
31, 1998 to $6,889,000 in the comparable quarter in 1999. For the six months,
operating expenses increased 286% from $2,779,000 in 1998 to $10,714,000 in
1999. The Company has increased its expenditures on sales and marketing
activities associated with the sale of web sites, web pages, the new
Internet-based Multiple Listing Service software and the recently launched
REInnovators program for real estate brokers. Brand marketing has been increased
through advertising, the BuySellBid agreement, and the distribution of free
Internet Marketing Kits to real estate professionals. In addition,
administrative costs are higher to support this increased activity, and the
three acquisitions have been included in 1999.
Interest income increased to $71,000 for the quarter and $185,000 for the six
months ended December 31, 1999 through the investment of cash from the Company's
private placements of common stock during the first half of calendar year 1999.
The Company's net loss increased from $587,000 in the quarter ended December 31,
1998 to $4,983,000 in the comparable period of 1999 and from $1,550,000 during
the six months ended December 31, 1998 to $7,621,000 during the six months in
the current
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<PAGE>
fiscal year due to the dollar growth in operating expenses outpacing the dollar
revenue growth.
Depreciation and amortization totaled $1,455,000 during the quarter ended
December 31, 1999, which equaled $.09 per share.
Liquidity and Capital Resources
At December 31, 1999 the Company's cash balance was $5,106,000, a decrease of
$5,511,000 from June 30, 1999. The decrease results primarily from negative cash
flows from operations and the cash portion of the payment to BuySellBid in
connection with the transactions described in Note 5, partially offset by
proceeds from stock warrant and option exercises. The Company also holds
$1,509,000 of available-for-sale securities. The Company currently anticipates
that it will require additional cash to fund its operations and investment plans
during fiscal 2000. In the past the Company has funded its cash flow deficit
through the issuance of equity securities and warrants to purchase equity
securities. The Company plans to fund its upcoming liquidity requirements in a
similar manner.
The Company has experienced negative cash flows from operations since inception.
Operations have been funded primarily through cash provided by sales of equity
securities. The ability of the Company to meet its liquidity requirements is
predicated upon the Company's ability to access the public and private equity
markets at acceptable prices and rates. Additional financing may not be
available on terms acceptable to the Company, or at all. If the Company is
unable to raise sufficient capital to fund its liquidity requirements during
fiscal 2000, there would be a material adverse effect on its business, financial
results and results of operations.
Impact of the Year 2000
The Company has not experienced Year 2000 issues and does not anticipate
material problems in the future. The costs to address Year 2000 issues have not
been material to the Company's results of operations, liquidity, or capital
resources.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Form 10-QSB regarding matters that are not
historical facts are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve risks and uncertainties, and actual results may differ
materially from those expressed or implied by such forward-looking statements.
All statements that address operating performance, liquidity issues, Year 2000
issues or events or developments that management expects or anticipates to occur
in the future, including statements relating to sales and earnings growth or
statements expressing general optimism about future operating results, are
forward-looking statements. These forward-looking statements are
15
<PAGE>
based on management's current views and assumptions regarding future events and
operating performance. Many factors could cause actual results to differ
materially from estimates contained in management's forward-looking statements.
Some of these factors are adverse economic conditions, competitive pressures,
inadequate capital, changes in interest rates that adversely affect the real
estate market, changes in the market value of the Company's equity securities,
levels of usage of the Company's web sites and other products and services, the
Company's ability to assess the public or private markets for equity securities,
availability of alternative financing sources, difficulties associated with
integrating the operations of acquired companies and businesses with the
Company's operations, unanticipated expenses, seasonal fluctuations and other
volatility in the Company's operating results, inability to carry out marketing
and sales plans and loss of key executives.
16
<PAGE>
PART II OTHER INFORMATION
Item 1 Legal Proceedings
The Company is not involved in any legal proceedings that it believes
individually or in the aggregate will have a material adverse effect on the
Company's business, financial condition or results of operations. A complaint
had been filed in the United States District Court for the Eastern District of
Washington against the Company by HomeSeekers Magazine, Inc. that alleged
violations of claimed trademark rights in certain real estate markets in
Washington and Idaho. On February 8, 2000, the Company completed the acquisition
of Homeseekers Magazines, Inc. The parties executed a Mutual Release of All
Claims, which terminated the United States District Court proceedings.
Item 2 Changes in Securities and Use of Proceeds
During the quarter ended December 31, 1999, the Company issued 315,876
shares of its common stock upon the exercise of outstanding warrants to purchase
common stock for an aggregate exercise price of $1,037,000. These shares of
common stock were issued to the warrantholders pursuant to the exemption from
the registration requirements of the Securities Act of 1933 (the "Securities
Act") provided by Section 4(2) thereof.
During the quarter ended December 31, 1999, the Company issued 163,414
shares of its common stock upon the exercise of outstanding options to purchase
common stock for an aggregate exercise price of $288,000. These shares of common
stock were issued to the optionholders pursuant to the exemptions from the
registration requirements of the Securities Act provided by Section 4(2) or Rule
701 thereunder.
On October 31, 1999 the Company issued 300 shares of its common stock
to BMC Communications (BMC) in exchange for consulting services. These shares of
common stock were issued to BMC pursuant to the exemption from the registration
requirements of the Securities Act provided by Section 4(2) thereof.
On December 30, 1999 the Company issued 6,000 shares of its common
stock to an employee based on the terms of the employee's employment contract.
On December 30, 1999 the Company issued 3,318 shares of its common
stock to Orlando House and Home, (OHH), together with $40,000 in cash in
exchange for certain tangible assets and liabilities and intangible assets.
These shares of common stock were issued to OHH pursuant to the exemption from
the registration requirements of the
17
<PAGE>
Securities Act provided by Section 4(2) thereof.
Item 3 Defaults upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
Item 5 Other Information
None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
Current report on Form 8-K filed on October 5, 1999 reporting Item 2
(Acquisition or Disposition of Assets) and Item 7 (Financial Statements, Pro
Forma Financial Information, and Exhibits): Agreement and Plan of Merger, dated
as of September 20, 1999, by and among HomeSeekers.com, Incorporated, Merger
Sub, Terradatum and the members of Terradatum.
Current report on Form 8-K filed on October 15, 1999 reporting Item 2
(Acquisition or Disposition of Assets) and Item 7 (Financial Statements, Pro
Forma Financial Information, and Exhibits): Agreement and Plan of Merger, dated
as of September 29, 1999, by and among HomeSeekers.com, Incorporated, Merger
Sub, REI and the stockholders of REI.
Current report on Form 8-K/A filed on November 30, 1999 reporting Item 2
(Acquisition or Disposition of Assets) and Item 7 (Financial Statements, Pro
Forma Financial Information, and Exhibits): Financial Statements of Terradatum,
LLC, and TDT, LLC for the periods specified in Rule 3-05(b) of Regulation S-X,
Financial Statements of Information Management Company, LLC and Real Estate
Information, Inc. for the periods specified in Rule 3-05(b) of Regulation S-X
and Pro Forma Financial Information required pursuant to Article II of
Regulation S-X.
18
<PAGE>
Current report on Form 8-K filed on December 15, 1999 reporting Item 4 (Change
in Registrant's Certifying Accountants) and Item 7 (Financial Statements, Pro
Forma Financial Information and Exhibits).
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 as duly authorized.
HomeSeekers.com, Incorporated
(Registrant)
/s/ Gregory L. Costley /s/ James A. Dykstra
- ----------------------------- --------------------------
Gregory L. Costley James A. Dykstra
Chairman of the Board Chief Financial Officer
Chief Executive Officer
Secretary/Treasurer
Dated: February 14, 2000
19
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<PERIOD-START> JUL-01-1999
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