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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-KSB
(MARK ONE)
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/X/ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 0-23835
HOMESEEKERS.COM, INCORPORATED
(Name of Small Business Issuer in its Charter)
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NEVADA 87-0397464
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6490 S. MCCARRAN BLVD SUITE D-28, RENO, 89509
NEVADA (Zip Code)
(Address of Principal Executive Offices)
(775) 827-6886
(Issuer's Telephone Number)
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
None None
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
COMMON STOCK, $.001 PAR VALUE
(Title of Class)
</TABLE>
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 / /
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. / /
State issuer's revenues for its most recent fiscal year: $11,090,000.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past
60 days: $46,168,828 (based on the average bid and asked prices of the common
stock on the Nasdaq SmallCap Market on September 18, 2000).
State the number of shares outstanding of each of the issuer's classes of
common equity as of September 18, 2000: 23,404,735.
DOCUMENTS INCORPORATED BY REFERENCE:
Proxy Statement (to be filed) accompanying the notice of annual meeting of
HomeSeekers.com, Incorporated's stockholders (Part III hereof).
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
HomeSeekers.com, Incorporated is a provider of real estate information and
technology targeted for use by real estate professionals, consumers and other
parties who have an interest in the real estate industry. One of our major
objectives is to enable professionals, through the use of our technology, to be
better equipped to engage in real estate transactions with consumers, who,
through the use of our products and services, can be better educated and
prepared for such transactions. Unless we otherwise indicate in this
Form 10-KSB, references to "the Company," "we" or "our" mean HomeSeekers.com,
Incorporated.
The products and services offered by us can generally be classified as
technology services for real estate professionals, real estate professional
productivity tools or other products and services. We have determined that for
our fiscal year ended June 30, 2000, we operated in one business segment. Our
current products and services are described below under the heading "Products
and Services."
We are a Nevada corporation that is the successor to a Utah corporation
originally organized in 1983. We have been engaged in the business of marketing
technology-based products to real estate professionals since 1987. We operated
as "NDS Software, Inc." prior to July 1998 when we changed our name to
"HomeSeekers.com, Incorporated." Our administrative office is located at 6490 S.
McCarran Blvd., Suite D-28, Reno, Nevada 89509, telephone (775) 827-6886. We
also maintain branch offices at 2800 Saturn Street, Brea, California 92621,
telephone (714) 993-4295, and at 2241 Park Place, Suite E, Minden, Nevada 89423,
telephone (775) 782-2977. Our fiscal year end is June 30.
BACKGROUND
We have developed our product and service offerings through a series of
business acquisitions, asset purchases and strategic alliances. The following is
a summary description of significant transactions we have completed during the
last three years:
- In August 1998, we acquired the customer list and certain other assets of
Genstar Media, a company engaged in the development and sale of Websites
to real estate agents.
- In May 1999, we acquired all of the outstanding shares of Holloway
Publications, Inc. ("HPI"). HPI was founded in 1991, and is a publisher of
real estate listing magazines, including "Homes and Condos," with
circulation primarily in the Midwestern United States.
- In September 1999, we entered into an agreement with BuySellBid.com, a
developer of proprietary e-commerce systems and an online multimedia
distribution network.
- In September 1999, we acquired 100% of Terradatum LLC, a provider of
technology-based solutions for the Multiple Listing Service ("MLS")
market. Multiple Listing Services are aggregators of real estate data for
geographic areas.
- In September 1999, we acquired Information Management Company, LLC
("IMCO"). IMCO operates 40 MLSs in several states.
- In February 2000, we completed the acquisition of HomeSeekers
Magazines, Inc., a distributor of seven magazines in the states of Idaho,
Montana, Oregon and Washington.
- In April 2000, we completed the acquisition of ISG Inc., an electronic
forms and systems integration company operating under the name of
Formulator.
- In May 2000, we consummated a strategic transaction with the property
portal! Limited, a Hong Kong company that operates an Asian Internet real
estate portal. As part of this transaction, we
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entered into a technology consulting and license agreement with the
property portal! (pp.com) whereby they were granted a license to our
products for sales into the territory of the People's Republic of China
(including Hong Kong and Taiwan), Malaysia, Singapore and Thailand.
- In June 2000, we completed the acquisition of Connect2Call, a developer of
interactive voice communication technologies. The application of this
Connect2Call technology is designed to enable telephone communication
between online consumers and real estate professionals.
- In July 2000, we completed the acquisition of IRIS LLC, a provider of
productivity software to real estate professionals. The IRIS Lightning
Software Suite consists of the Lightning 2000 MLS access connectivity
product, Lightning Flyers and Lightning Comparative Market Analysis (CMA)
Plus.
PRODUCTS AND SERVICES
We provide a range of products and services that are designed for consumers
as well as real estate professionals. In order for our business to be
successful, we need to generate revenues from the following products and
services.
HOMESEEKERS.COM. Our consumer-based products are offered free to users and
enable potential buyers and sellers to browse our searchable database of homes.
We provide consumers with properties that are typically updated on a daily basis
and are available for viewing in several languages. We also have planned brand
extensions that can be viewed on the site, including NewHomeSeekers.com and
RentalSeekers.com.
Our Website provides prospective homebuyers with access to listings of homes
for sale in a subscribing MLS geographical region. These products employ a
search engine with numerous searchable fields to allow both broadly and narrowly
defined searches. The systems will search, find and display listings that match
a prospective buyer's criteria, including a preferred location within a city or
state, number of bedrooms and baths and other desired features. Users are also
able to enter a search, save it and automatically search for updated inventory.
INTERNET SOLUTIONS FOR REAL ESTATE PROFESSIONALS. We provide Web-based
technologies for brokers, agents and other real estate professionals. These
customizable Web-based technologies are designed to enable real estate
professionals to reach their target audience and to increase the visibility of
their inventory of real estate listings.
MLS PRODUCTS. Our MLS products are designed to provide the agent more
efficient access to MLS data by providing flexible and cost-effective
alternatives to existing systems that an MLS may be using.
LIGHTNING/FORMULATOR/REALTY 2000/CONNECT2CALL. These products are targeted
at the broker and agent market, with the objective being to deliver technologies
to provide products ranging from better communication, presentation and
marketing to improved efficiency in handling data in the transaction process.
PUBLISHING SERVICES. We publish several magazines, principally in the
Midwest, the Northwest and Florida, under the HomeSeekers.com brand.
WEB-BASED CONSULTING AND DEVELOPMENT SERVICES. We provide technical design
and support, on a project basis, to clients in need of technological services.
These services include Website development and hosting and other
Internet/Intranet solutions, including designing Internet strategies,
architecture and planning.
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SALES AND MARKETING
Our sales personnel sell our products to the real estate industry through
seminars, direct sales and telemarketing efforts. In the case of Website sales,
these efforts are targeted at real estate industry professionals interested in
marketing their services through the Internet. Our MLS sales organization is
geographically dispersed and is focused on presenting the strengths of our
product offering to MLS organizations throughout the country. International
sales are done through a combination of sales by U.S.-based personnel and, where
available, local personnel in those foreign markets.
Our marketing program is targeted to real estate professionals, consumers
and other real estate related service providers. Public relations is handled
through an outside consulting group. Together with our advertising efforts, our
sales force plays an important role in our marketing strategy. Our direct sales
staff and telemarketing personnel focus on maintaining contact with our targeted
customer pool to maintain the database that is used for additional marketing
follow-up.
PRODUCT DEVELOPMENT
We believe that it is important for us to continually enhance the
performance of, and features on, our Website and our other technological
offerings. Our development team focuses on developing products and services for
consumers and real estate professionals aimed at differentiating us from our
competitors. We seek to enhance our market position by building proprietary
systems and features, such as search engines for real estate listings and the
technologies used to aggregate real estate content.
TRADEMARKS, COPYRIGHTS AND PROPRIETARY RIGHTS
We have not sought patent protection for our proprietary software system,
although we may apply for patents on various aspects of our programs in the
future. Rather, will seek to maintain our proprietary rights by trade secret
protection, copyright notices, non-competition and non-disclosure agreements
with our employees and, as appropriate, with our vendors. We may seek formal
copyright and/or patent protection for our software program applications and
obtain patents where feasible. There can be no assurance that meaningful
proprietary protection can be attained as a result of such filing, and any
proprietary rights that we could choose to protect through legal action may
involve substantial costs.
We believe that the technology edge we currently enjoy will likely lessen
over time and in order to be competitive, we must provide a high quality,
continually improving, complete solution to consumers, real estate agents and
the MLS systems. We believe our core technical competence of computer
programming and knowledge of the real estate market will allow us to maintain
leading edge products and services that will have value in the marketplace.
EMPLOYEES
As of September 15, 2000, we had a total of 336 employees. Of this total,
151 were in sales and marketing, 73 in product development, 81 in technical
services and 31 in finance and administration.
ITEM 2. DESCRIPTION OF PROPERTY.
We have not purchased real estate either for our own use or for investment
purposes. Our properties consist of leased office and operating facilities in
various parts of the United States. Many of these facilities were under lease by
the companies we acquired. We will continue to evaluate the cost saving
opportunities and operational efficiencies that may be gained in the
consolidation of these leased facilities.
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Our primary operations center in Brea, California consists of approximately
25,000 square feet leased from an unrelated party. The lease agreements for
individual suites in this facility are for periods ranging from four to six
years, and expire through 2005. The lease agreements generally contain renewal
options and scheduled rental escalation clauses.
Our corporate headquarters are located in leased facilities in Reno, Nevada.
These lease agreements are with an unrelated party, are comprised of individual
adjoining suites totalling approximately 8,500 square feet and range in term
from 18 months to one year. The leases expire on various dates through 2001 and
contain renewal options ranging from 6 to 18 months.
We also lease a total of approximately 31,000 square feet of office and
operating space in the following facilities:
- Human resources and technical support--Minden, Nevada
- Publications division--Carmel, Indiana
- XLMS East--Sarasota, Florida
- XLMS Mid West--East Lansing, Michigan
- XLMS West--Santa Rosa, California
- Formulator--Boulder, Colorado
- Connect2Call--Rancho San Margarita, California
These lease agreements expire on various dates through 2006, and generally
contain renewal options and rental escalation clauses. In the opinion of
management, we believe that these leased facilities and their contents are
adequately covered by insurance.
ITEM 3. LEGAL PROCEEDINGS.
We are subject to legal proceedings and claims arising in the ordinary
course of business. Although occasional adverse decisions or settlements may
occur, we believe that the final disposition of any pending or threatened
matters will not have a material adverse effect on our business, financial
position or results of operations.
A complaint had been filed in the United States District Court for the
Eastern District of Washington against us by HomeSeekers Magazines, Inc.
alleging violations of claimed trademark rights in certain real estate markets
in Washington and Idaho. On February 8, 2000, we completed the acquisition of
HomeSeekers Magazines, Inc. The parties executed a Mutual Release of All Claims,
which terminated the United States District Court proceedings.
In April 2000, a former employee of ours filed a claim against us in Douglas
County, Nevada District Court. The claim related to alleged breaches by us of
his employment agreement with us. The claim sought the payment of certain
compensation, benefits and compensatory and punitive damages in excess of
$1.2 million. On August 21, 2000, the claims of all parties were dismissed with
prejudice pursuant to a stipulation of the parties. We made a payment to our
former employee of $150,000 in connection with the settlement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 24, 2000, we held our Annual Meeting of Stockholders. The
stockholders voted, either in person or by proxy, on the following matters:
1) To elect three directors to serve two years and until their successors
are elected;
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2) To ratify the appointment of Ernst & Young LLP as the Company's
independent public auditors for the fiscal year ended June 30, 2000;
3) To approve an amendment to the HomeSeekers.com, Incorporated Amended and
Restated 1996 Stock Option Plan increasing the number of shares of the
Company's common stock reserved for issuance thereunder from 5,500,000 to
11,500,000 shares; and
4) To approve certain stock option grants to employees of the Company.
The results of the stockholder votes were as follows:
Proposal 1: Election of three directors:
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FOR AGAINST ABSTAIN
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Greg Johnson.................................. 12,574,634 2,238,065 --
Doug Swanson.................................. 11,965,722 2,846,977 --
John Giaimo................................... 14,384,126 428,573 --
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The terms of directors Brad Rotter, David Holmes and Greg Costley continued
after the meeting, and expire at our Annual Meeting following the fiscal year
ending June 30, 2000. Effective June 16, 2000, Doug Swanson resigned from the
Board of Directors. Mr. Swanson remains an Executive Vice President of the
Company.
Proposal 2: Ratification of the appointment of Ernst & Young LLP:
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FOR AGAINST ABSTAIN
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15,142,806.. 601,407 24,324
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Proposal 3: Approval of amendment to Stock Option Plan:
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FOR AGAINST ABSTAIN
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5,465,317 3,984,970 67,930
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Proposal 4: Approval of stock option grants:
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FOR AGAINST ABSTAIN
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5,427,354 4,021,973 68,890
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Our common stock has been traded on the Nasdaq SmallCap Market since
September 16, 1999 under the symbol "HMSK." During prior periods of fiscal 1999
and fiscal 2000, our common stock was traded on the OTC Bulletin Board. The
following table sets forth the high and low bid quotations for the common stock
for the periods indicated. The quotations prior to September 16, 1999, as
reported by North American Quotations, reflect prices between dealers, do not
include retail mark-ups, markdowns, commissions and may not necessarily
represent actual transactions.
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PERIOD HIGH LOW
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First Quarter (ended September 30, 1998).................... $ 6.22 $ 2.40
Second Quarter (ended December 31, 1998).................... $ 6.44 $ 1.94
Third Quarter (ended March 31, 1999)........................ $ 6.72 $ 4.00
Fourth Quarter (ended June 30, 1999)........................ $11.38 $ 4.50
First Quarter (ended September 30, 1999).................... $14.81 $ 4.88
Second Quarter (ended December 31, 1999).................... $16.00 $ 7.75
Third Quarter (ended March 31, 2000)........................ $25.50 $11.56
Fourth Quarter (ended June 30, 2000)........................ $14.88 $ 2.06
</TABLE>
As of June 30, 2000, there were approximately 500 holders of record of the
21,433,210 shares of common stock that were issued and outstanding. The transfer
agent for the shares is Atlas Stock Transfer Co., 5899 South State Street, Salt
Lake City, Utah 84107, telephone (801) 266-7151.
We have never paid cash dividends on our common stock. We presently intend
to retain future earnings, if any, to finance the expansion of our business and
do not anticipate that any cash dividends will be paid in the foreseeable
future. The future dividend policy will depend on our operating results, capital
requirements, expansion plans, financial condition and other relevant factors.
RECENT SALES OF UNREGISTERED SECURITIES
During the year ended June 30, 2000 warrantholders exercised warrants to
purchase 1,020,036 shares of common stock with exercise prices from $1.47 to
$6.25 per share, which produced approximately $3.0 million in net proceeds to
us. These warrantholders were accredited investors or otherwise had such
experience in financial and business matters so that they were able to evaluate
the risks and merits of an investment in us, and had access to or otherwise were
provided with financial and other information concerning us. In addition, the
certificates representing the shares issued to these consultants contained a
legend regarding restrictions on transferability under the Securities Act.
Accordingly, these transactions were exempt from the registration requirements
of the Securities Act pursuant to Section 4(2) thereof or Rule 506 of the rules
and regulations thereunder.
During the year ended June 30, 2000 we issued 277,969 shares of our common
stock at an average value per share of $11.81 to vendors and employees for goods
and services with a total value of approximately $3.3 million. These individuals
and companies were accredited investors or otherwise had such experience in
financial and business matters so that they were able to evaluate the risks and
merits of an investment in us, and had access to or otherwise were provided with
financial and other information concerning us. In addition, the certificates
representing the shares issued to them contained a legend regarding restrictions
on transferability under the Securities Act. Accordingly, these transactions
were exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereof or Rule 506 of the rules and regulations thereunder.
During the year ended June 30, 2000, we issued a total of 341,077 shares of
our common stock valued at approximately $3.8 million in connection with
strategic transactions and the acquisition of
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intangible assets. These individuals or companies were accredited investors or
otherwise had such experience in financial and business matters so that they
were able to evaluate the risks and merits of an investment in us, and had
access to or otherwise were provided with financial and other information
concerning us. In addition, the certificates representing the shares issued to
them contained a legend regarding restrictions on transferability under the
Securities Act. Accordingly, this transaction was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) of the Securities
Act or Rule 506 of the rules and regulations thereunder.
During the year ended June 30, 2000 we issued a total of 917,407 shares of
our common stock to accredited investors pursuant to Rule 506 of Regulation D
under the Securities Act for aggregate cash proceeds of approximately
$5.4 million.
On June 9, 2000, we purchased from certain individuals substantially all the
assets of a provider of Internet based communication services engaged in the
business of placing telephone calls through the use of the Internet and the
Public Switched Telephone Network. We issued 347,639 shares of our common stock
valued at approximately $1.4 million in this purchase. These individuals were
accredited investors or otherwise had such experience in financial and business
matters so that they were able to evaluate the risks and merits of an investment
in us, and had access to or otherwise were provided with financial and other
information concerning us. In addition, certificates representing the shares
issued to them contained a legend restricting transferability absent
registration under the Securities Act. Accordingly, this transaction was exempt
from the registration requirements of the Securities Act pursuant to
Section 4(2) thereof or Rule 506 of the rules and regulations thereunder.
On May 16, 2000 we entered into a Stock Purchase Agreement with the property
portal! Limited and its existing shareholders. We issued 1,638,750 shares of our
common stock valued at approximately $6.5 million to acquire 1,613,000 common
shares of the property portal! Limited. Our securities were issued to property
portal! Limited and its existing shareholders in an offshore transaction. The
stock purchase agreement contained representations, warranties and covenants of
the property portal! Limited and its existing shareholders required to be made
in connection with an offshore transaction by Regulation S under the Securities
Act. In addition, the certificate representing the shares issued in this
transaction contained a legend relating to restrictions on transferability under
the Securities Act. Accordingly, this transaction was exempt from the
registration requirements of the Securities Act pursuant to Regulation S
thereunder.
On April 3, 2000, we completed the acquisition of Information Solutions
Group, Inc., an electronic forms and systems integration company operating under
the name of Formulator. We issued 279,398 of our common shares valued at
approximately $5.8 million in the acquisition. These holders were accredited
investors or otherwise had such experience in financial and business matters so
that they were able to evaluate the risks and merits of an investment in us, and
had access to or otherwise were provided with financial and other information
concerning us. In addition, the certificates representing the shares issued to
them contained a legend relating to restrictions on transferability under the
Securities Act. Accordingly, this transaction was exempt from the registration
requirements pursuant to Section 4(2) thereof or Rule 506 of the rules and
regulations thereunder.
On September 30, 1999, we issued 257,615 shares of our common stock valued
at approximately $3.0 million, along with $1.0 million cash to
BuySellBid.com, Inc. ("BuySellBid") as consideration for BuySellBid providing
banner advertising on certain Web and portal sites for a period of 18 months. In
addition, we issued 250,000 shares of our common stock valued at approximately
$3.0 million to purchase 1,200,000 shares of BuySellBid common stock. BuySellBid
was an accredited investor and had access to or otherwise was provided with
financial and other information concerning us. In addition, the certificates
representing the shares issued to BuySellBid contained a legend relating to
restrictions on transferability under the Securities Act. Accordingly, this
transaction was exempt from the registration
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requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 506
of the rules and regulations thereunder.
On September 30, 1999, we acquired 100% of the capital interests in
Terradatum, a developer, marketer and licensor of Internet based multiple
listing service systems. Consideration paid to the owners of Terradatum
consisted of 640,000 shares of our common stock valued at approximately
$8.0 million and $200,000 in cash. These owners of Terradatum were accredited
investors or otherwise had such experience in financial and business matters so
that they were able to evaluate the risks and merits of an investment in us, and
had access to or otherwise were provided with financial and other information
concerning us. In addition, the certificates representing the shares issued to
them contained a legend restricting transferability absent registration under
the Securities Act. Accordingly, this transaction was exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) thereof
or Rule 506 of the rules and regulations thereunder.
On September 30, 1999, we completed our acquisition of IMCO, a provider of
electronic publishing and software development for the real estate listing
management industry. The purchase price consisted of 341,151 shares of our
common stock valued at approximately $1.0 million. The acquisition agreement
provides for additional consideration of $1.0 million 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 anniversary dates of the
agreement. The owners of IMCO were accredited investors or otherwise had such
experience in financial and business matters so that they were able to evaluate
the risks and merits of an investment in us, and had access to or otherwise were
provided with financial and other information concerning us. In addition, the
certificates representing the shares issued to them contained a legend relating
to restrictions on transferability under the Securities Act. Accordingly, this
transaction was exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) thereof or Rule 506 of the rules and regulations
thereunder.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and notes thereto included elsewhere in this report. This
Form 10-KSB contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 that involves risks and
uncertainties, such as statements of our plans, objectives, expectations and
intentions. When used in this Form 10-KSB, the words "expects," "anticipates,"
"intends" and "plans" and similar expressions are intended to identify
forward-looking statements. The cautionary statements made in this Form 10-KSB
should be read as being applicable to all related forward-looking statements
wherever they appear in this document. Our actual results could differ
materially from those discussed in or implied by this Form 10-KSB. We do not
intend to update any of the forward-looking statements after the date of this
filing to conform those statements to actual results. Factors that could cause
or contribute to such differences include those discussed below.
OVERVIEW
As discussed elsewhere in this Form 10-KSB, we have experienced recurring
losses from operations and have an accumulated deficit of approximately
$41.0 million at June 30, 2000. In addition, it is imperative that we complete a
significant financing in the near future to fund our operations. Because of
these factors, the report of our independent auditors on our consolidated
financial statements for the year ended June 30, 2000 includes an explanatory
paragraph indicating there is substantial doubt about the Company's ability to
continue as a going concern. We are developing a plan to address these issues
and to allow us to continue as a going concern through the end of fiscal year
2001. This plan includes obtaining debt or equity financing in amounts
sufficient to fund operations and continued growth, realizing the revenue
potential of our business acquisitions and current products and services and the
reduction of operating expenses as necessary. However, we have only a limited
operating
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history with our existing business model and we are continuing to fully
integrate our recent business acquisitions. Consequently, there is no assurance
that we will ever achieve or maintain profitability. If we are unable to obtain
additional financing in the near future, or it is not available to us on
acceptable terms, we will be unable to implement our operating plans or meet our
operating obligations. Should this occur, we would likely cease operations.
RESULTS OF OPERATIONS
BUSINESS ACQUISITIONS
We continue to build our Company and develop our family of products and
services through business acquisitions, asset purchases and strategic alliances.
Many of these transactions were accomplished through the issuance of our equity
securities, and occurred late in our fiscal year ended June 30, 1999 and during
our fiscal year ended June 30, 2000. Therefore, our operations for fiscal 2000
are not comparable to our operations for fiscal 1999 as a significant increase
in revenues and expenses resulted from these acquisitions. In addition, we have
experienced growth in our historic businesses, particularly Web page development
and Website-related revenues (including advertising), programming and license
revenues.
REVENUES
Our revenues increased from $3.4 million in fiscal 1999 to $11.1 million in
fiscal 2000. Growth in revenues resulted from significant increases in three
areas: (1) Web page development and Website-related revenues (including
advertising); (2) programming and licensing; and (3) publishing. Our Web page
development and Website-related revenues (including advertisement) increased
from $1.2 million in fiscal 1999 to $4.6 million in fiscal 2000 primarily due to
continued growth and success with our telemarketing, field sales and seminar
programs. Our programming and license revenues increased from $690,000 in fiscal
1999 to $3.1 million in fiscal 2000 principally due to the acquisitions of
Terradatum and IMCO in September 1999, and of ISG in April 2000. Publishing
revenues increased from $117,000 in fiscal 1999 to $2.3 million in fiscal 2000
primarily because revenues from Holloway Publications, acquired in May 1999,
were included for a full year in fiscal 2000. In addition, we acquired
HomeSeekers Magazines, Inc. in February 2000, which also contributed to this
increase.
Growth in revenues in 1999 reflects a significant increase in three areas:
Websites sold increased to $1.2 million compared to $476,000 in the prior year,
prospect revenues of $1.1 million compared to $509,000 and programming and
license amounted to $690,000 compared to $284,000 in the prior year. Website
revenues increased due to a expansion of the real estate agent customer base as
well as a favorable shift in the mix between higher revenue Websites and lower
revenue Web pages. Prospect revenues were favorably impacted by the increased
traffic on our Internet site.
COST OF REVENUES
Our cost of revenues increased from $567,000 in fiscal 1999 to $6.1 million
in fiscal 2000 primarily because of the increases in our revenues in fiscal 2000
as discussed above. Our cost of revenues as a percentage of total revenues
increased from 16.6% in fiscal 1999 to 55.0% in fiscal 2000. This increased
percentage is due to recording in fiscal 2000 cost of revenues $2.8 million in
amortization of certain technology purchased in business acquisitions during
fiscal 2000. In addition, 2000 operating results included a full year of
Holloway Publications, which division has had a 67% cost of revenue percentage,
a higher percentage than our other products and services.
Our cost of revenues increased from $339,000 in fiscal 1998 to $567,000 in
fiscal 1999 because of the growth in revenues from fiscal 1999 to fiscal 2000.
The cost of revenues as a percentage of total revenues was approximately 20.3%
in fiscal 1998.
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OPERATING EXPENSES
Our operating expenses increased from $8.0 million in fiscal 1999 to
$30.5 million in fiscal 2000 because of the continued growth of our company and
because of the acquisitions completed during fiscal 2000.
The largest component of our operating expenses is salaries and wages.
Compensation expense and related costs increased from $3.9 million in fiscal
1999 to $12.5 million in fiscal 2000 because of the increase in employee
headcount from 108 total employees at the end of fiscal 1999 to 336 total
employees at the end of fiscal 2000. Additional employees were added in all
facets of our business including sales and marketing, product development,
technical services, finance and administration. Many of these new employees were
added to our company as a result of business acquisitions.
Depreciation and amortization expense increased from $531,000 in fiscal 1999
to $2.5 million in fiscal 2000 because of the property and equipment acquired in
fiscal 2000 in connection with our business acquisitions.
Facilities expenses increased from $831,000 in 1999 to $1.8 million in 2000
due to a full year of operations at our Brea, California facility and due to the
additional facilities costs incurred with our business acquisitions. Our
expenses for consultants and outside services increased from $711,000 in 1999 to
$2.6 million in 2000 primarily due to legal, audit and financial advisory
services associated with our business expansion. Travel, trade shows and related
expenses increased from $736,000 in 1999 to $4.1 million in 2000 as we
coordinated the acquisition of businesses and expansion of operations in our
various locations in the United States and abroad, and increased our sales
efforts for Websites, MLS services and other products. Similarly, promotion and
marketing expenses increased from $738,000 in 1999 to $2.9 million in 2000 due
to our business acquisitions and our efforts to expand our brand awareness.
Also included in operating expenses in fiscal 2000 is a $2.5 million write
down of our investment in common stock of BuySellBid, a non-public company. We
received these shares of BuySellBid pursuant to an operating agreement, and
recorded the non-cash expense because of the continuing losses of BuySellBid,
its inability to successfully complete a planned public offering of its stock,
and the uncertainty of the liquidity of this investment.
Operating expenses increased from $4.0 million in fiscal 1998 to
$8.0 million in fiscal 1999. This 100% increase in costs in fiscal 1999 was due
to several factors relating to costs associated with additional infrastructure
and support systems necessary to handle the increased traffic on our Internet
Website. Total employee compensation and related costs increased from
$2.2 million in fiscal 1998 to $3.9 million in fiscal 1999, with average
employee headcount increasing from 46 in fiscal 1998 to 78 in fiscal 1999.
Employees were added primarily in programming, technical support and sales
during fiscal 1999. Facilities costs increased to $831,000 from $29,000 in the
prior year due primarily to the opening of our new facility in Brea, California.
NET LOSS
As a result of the foregoing, our net loss increased from $4.8 million in
fiscal 1999 to $25.0 million in fiscal 2000. Net cash used in operating
activities was $12.5 million in fiscal 2000, significantly lower than our net
loss because of non-cash expenses described above.
LIQUIDITY AND CAPITAL RESOURCES
During the period between July 1, 2000 and September 28, 2000, we raised
approximately $3.6 million through the sale of common stock and warrants to
institutional and other accredited investors utilizing our shelf registration
statement or in private placement transactions. However, we require significant
additional financing in the near future. We will not be able to continue to
operate
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our business unless such financing is obtained. If additional funds are raised
through the issuance of equity or convertible securities, the percentage
ownership of our stockholders will be reduced, our stockholders will experience
material dilution and such securities may have rights, preferences or privileges
senior to those of our existing stockholders. It is also likely that we would be
required to issue warrants to purchase our common stock in any such financing,
which would result in additional dilution. Furthermore, there can be no
assurance that additional financing will be available when needed or that, if
available, such financing will include terms favorable to our stockholders or
us. If such financing is not available when required or is not available on
acceptable terms, we will be unable to meet operating obligations that would
likely require that we cease operations. See "Risk Factors and Cautionary
Statement Regarding Forward-Looking Information" below.
At June 30, 2000 our cash balance was $2.1 million compared to
$10.6 million at June 30, 1999, a decrease in cash of $8.5 million. Also at
June 30, 2000, we had an accumulated deficit of approximately $41.0 million and
our current liabilities exceeded our current assets by $4.7 million. At
June 30, 2000, our long-term liabilities were primarily comprised of deferred
revenues, and we had no significant long-term debt.
We have experienced negative cash flows from operations since our inception.
Net cash used in operating activities was $12.5 million in fiscal 2000, compared
to $4.2 million in fiscal 1999 because of the expansion of our business and the
resultant increased expenses discussed above. Operations were funded in fiscal
2000 primarily from net proceeds of $10.0 million from the sale of our common
stock and warrants and the exercise of options and warrants.
Net cash used in investing activities during fiscal 2000 was $4.8 million,
with $2.2 million used to acquire property and equipment necessary for our
business growth, $1.4 million paid in business acquisitions and $1.1 million
used to acquire technology and other intangible assets.
We repaid debt of $1.2 million during fiscal 2000, much of which was assumed
in our business acquisitions. Included in that amount was approximately
$1.0 million related to our acquisition of HomeSeekers Magazines.
RISK FACTORS AND CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Investors are cautioned that this Form 10-KSB contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 that involve risks and uncertainties, including the following: (1) the
Company's plans, strategies, objectives, expectations and intentions are subject
to change at any time at the discretion of management and the Board of
Directors; (2) the Company's plans and results of operations will be affected by
its ability to manage any growth and working capital and its ability to finance
future operations, none of which is assured; and (3) the Company's business is
highly competitive and the success of existing or new competitors in the markets
in which the Company competes could adversely affect the Company's plans and
results of operations. In addition, the Company identifies the risk factors
discussed below that may affect the Company's actual results and may cause
actual results to differ materially from that expressed in or implied by any
forward-looking statement. The factors represented below are not represented to
be an exhaustive list. Additional factors are discussed from time to time in the
Company's filings with the Securities and Exchange Commission.
THE REPORT OF OUR INDEPENDENT AUDITORS EXPRESSES SUBSTANTIAL DOUBT ABOUT THE
COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN.
Because of our significant operating losses, accumulated deficit and
uncertainty as to our ability to secure additional financing, the report of our
independent auditors on our consolidated financial statements for the year ended
June 30, 2000 contained an explanatory paragraph indicating there is
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substantial doubt about the Company's ability to continue as a going concern.
This uncertainty is further discussed in note 2 of the notes to the consolidated
financial statements.
WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FINANCING FOR OUR FUTURE CAPITAL
NEEDS.
Our operations to date have consumed substantial amounts of capital. Our
business is capital intensive, particularly with respect to product development
costs associated with the design and creation of software products. Accordingly,
it is imperative that we complete a significant financing in the near future to
fund our operations and allow us to continue as a going concern. Public or
private financing may not be available when needed or may not be available on
terms favorable or acceptable to us, if at all. If we are unable to obtain
additional financing in the near future, or it is not available on acceptable
terms, we will be unable to implement any operating plans or meet our operating
obligations. Should this occur, we would likely cease operations.
WE CURRENTLY ARE NOT PROFITABLE AND MAY RECORD SIGNIFICANT LOSSES FOR THE
FORESEEABLE FUTURE.
We incurred a net loss of $25.0 million for the year ended June 30, 2000 and
an aggregate net loss of $29.9 million for the two-year period ended June 30,
2000, and had an accumulated deficit as of June 30, 2000 of $41.0 million. We
may record significantly greater net losses in the future, as we expect to incur
significant expenses in the foreseeable future. These expenses will include
product development expenses, sales and marketing costs, general and
administrative expenses and acquisition costs. There can be no assurance that we
will achieve sufficient additional revenues to offset anticipated operating and
acquisition costs. We will continue to have high levels of operating expenses
and will be required to make significant expenditures in connection with our
product development activities and our sales and marketing infrastructure
development. We may never achieve profitability. If we fail to achieve
profitability or sustain or increase profitability if we achieve it, our
business, operating results and financial condition will be materially harmed
and we could be forced to cease operations.
MARKET COMPETITION AMONG OUR EXISTING AND POTENTIAL COMPETITORS MAY
ADVERSELY AFFECT OUR BUSINESS.
The market for on-line real estate content and e-commerce providers is
rapidly evolving and highly competitive, and we expect competition to intensify
in the future. Our failure to maintain and enhance our competitive position
could seriously harm our business. The technological and other requirements to
remain competitive are changing continually, and we must be able to respond to
changes in the industry in order to remain competitive. Our competitors vary in
size and in the scope and breadth of products and services they offer.
Our principal competitors for real estate professionals, homebuyers, sellers
and renters and related content include:
- Websites offering real estate listings together with other related
services, such as Homestore.com, Apartments.com, CyberHomes,
HomeHunter.com, iOwn, LoopNet, Microsoft's HomeAdvisor, NewHomeNetwork.com
and RentNet;
- Websites offering real estate related content and services such as
mortgage calculators and information on the home buying, selling and
renting processes;
- General-purpose consumer Websites such as AltaVista and Yahoo! that also
offer real estate-related content on their site; and
- traditional print media such as newspapers and magazines.
Our principal competitors for advertising revenues include:
- Web portals and other general purpose consumer Websites such as AltaVista,
America Online, Excite, Lycos, Netscape's Netcenter and Yahoo!;
- online ventures of traditional media and classified advertising services
offered through daily and other newspapers' Websites; and
- traditional media such as newspapers, magazines and television.
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The barriers to entry for Web-based services and businesses are low, making
it possible for new competitors to proliferate rapidly. In addition, parties
with whom we have listing and marketing agreements could choose to develop their
own Internet strategies or competing real estate sites upon the termination of
their agreements with us. Many of our existing and potential competitors have
longer operating histories in the Internet market, greater name recognition,
larger consumer bases and significantly greater financial, technical and
marketing resources than we do, and thus could respond more quickly to changing
opportunities, technology and consumer demands. Also, some of our current and
potential competitors have better name recognition and more extensive customer
bases that may allow them to gain additional market share to our detriment.
These competitors may be able to undertake more extensive promotional activities
and adopt more competitive pricing policies for advertising and goods and
services than we can. In addition, our competitors, especially those with
greater resources than we have, could significantly enhance their product
offerings by developing improved technology solutions or offering daily updates
of listings. This could significantly reduce or eliminate any competitive
advantage we currently might have and, accordingly, could significantly harm our
business.
Competitive pressures may make it difficult for us to acquire market share.
We cannot be certain that we will be able to compete successfully with existing
or new competitors. If we fail to compete successfully against current and
future competitors, our business and prospects will be seriously harmed.
WE MUST CONTINUE TO OBTAIN LISTINGS FROM REAL ESTATE AGENTS, BROKERS,
HOMEBUILDERS, MULTIPLE LISTING SERVICES AND PROPERTY OWNERS.
We believe that our success depends in large part on the number of real
estate listings received from agents, brokers, homebuilders, MLSs and
residential, rental and commercial property owners. Many of our agreements with
MLSs, brokers and agents to display property listings have fixed terms,
typically 12 to 30 months. At the end of the term of each agreement, the other
party may choose not to continue to provide listing information to us and may
choose to provide this information to one or more of our competitors instead. In
addition, some of these providers of listings may choose to provide their
listings to one or more of our competitors on an exclusive basis. In particular,
at least one of our competitors has entered into exclusive listing arrangements
with a significant number of MLSs. In order for us to display listings covered
by these arrangements, we seek to obtain the consent of the individual brokers
who provide these listings to the MLSs. Accordingly, these listings can be more
difficult to obtain and involve more recruiting costs to acquire them. Our use
of these listings could potentially subject us to claims by the parties to these
exclusive listing arrangements. If our competitors are successful in increasing
the number of exclusive listing arrangements with MLSs or large groups of
brokers, we may be limited in the number of listings we are able to display on
our Website and our business may be harmed. We have expended significant amounts
to secure agreements for listings of real estate for sale and may be required to
spend additional large amounts or offer other incentives in order to renew these
agreements. If owners of large numbers of property listings, such as large
brokers, MLSs, or property owners in key real estate markets choose not to renew
their relationship with us, our Website could become less attractive to other
real estate industry participants or consumers.
OUR QUARTERLY FINANCIAL RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS.
Our results of operations could vary significantly from quarter to quarter.
In the near term, we expect to be substantially dependent on sales of our
advertising products and services. We also expect to incur significant sales and
marketing expenses to promote our brand and services. Therefore, our quarterly
revenues and operating results are likely to be particularly affected by the
number of customers purchasing advertising products and services as well as
sales and marketing expenses for a particular period. If revenues fall below our
expectations, we may not be able to reduce our spending rapidly in response to
the shortfall.
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Other factors that could affect our quarterly operating results include
those described below and elsewhere in this prospectus:
- the amount of advertising sold on our Website and the timing of payments
for this advertising;
- the level of renewals for our advertising products and services by real
estate agents and brokers;
- the amount and timing of our operating expenses and capital expenditures;
- costs related to acquisitions of businesses or technologies;
- changes in the mix of products and services we sell; and
- increased sales, marketing, administrative and research and development
expenses.
Our quarterly revenues increased 78% from the quarter ended September 30,
1999 to the quarter ended December 31, 1999, 32% from the quarter ended
December 31, 1999 to the quarter ended March 31, 2000, and 8% from the quarter
ended March 31, 2000 to the quarter ended June 30, 2000. We do not believe that
these rates of growth are indicative of future growth in revenues, if any, that
we can expect in the future. Accordingly, we believe that period-to-period
comparisons of our operating results may not be meaningful, and you should not
rely on these comparisons as an indication of our future performance. Our
operating results may fall below the expectations of investors. In this event,
the market price of our common stock would likely fall.
OUR BRAND MAY NOT ACHIEVE THE BROAD RECOGNITION NECESSARY TO SUCCEED.
We believe that broader recognition and a favorable consumer perception of
the HomeSeekers.com brand are essential to our future success. Successful
positioning of the HomeSeekers.com brand will largely depend on the success of
our advertising, marketing and promotion efforts and our ability to continue to
provide high quality real estate content. We intend to pursue an aggressive
brand development strategy, which will include substantially larger advertising,
marketing and promotional programs than those historically undertaken by us.
These initiatives will involve significant expense. If our brand development
strategy is unsuccessful, these expenses may never be recovered and we may never
be able to generate a profit.
IT IS IMPORTANT TO OUR SUCCESS THAT WE SUPPORT OUR REAL ESTATE PROFESSIONAL
CUSTOMERS.
Since many real estate professionals are new to the use of computers and
often spend limited amounts of time in their offices, it is important that these
customers find that our products and services significantly enhance their
productivity and are easy to use. To meet these needs, we provide customer
training and have developed a customer support organization that seeks to
respond to customer inquiries as quickly as possible. If our real estate
professional customer base grows, we may need to expand our support organization
further to maintain satisfactory customer support levels. If we need to enlarge
our support organization, we would incur higher overhead costs. If we do not
maintain adequate support levels, these customers could choose to discontinue
using our service.
BECAUSE WE HAVE EXPANDED OUR OPERATIONS, OUR SUCCESS WILL DEPEND ON OUR
ABILITY TO MANAGE OUR GROWTH.
We have experienced, and may continue to experience, periods of rapid growth
that strain our administrative, financial and operational resources. Our ability
to manage any staff and facilities growth effectively will require us to
continue to improve our operational, financial and management controls,
reporting systems and procedures, to install new management information and
control systems and to train, motivate and manage our employees. There can be no
assurance that we will install such management information and control systems
in an efficient and timely manner or that the new systems will be adequate to
support our future operations. If we are unable to hire, train and retain
qualified
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systems engineers and consultants to implement these services or are unable to
manage the post-sales process effectively, our ability to attract repeat sales
or provide references could be materially adversely affected, thereby limiting
our growth opportunities. If our management is unable to manage growth
effectively, which would happen if our sales and marketing efforts exceed our
capacity to install, maintain and service our products or if new employees are
unable to achieve adequate performance levels, our business, financial condition
and results of operations would be adversely affected.
OUR BUSINESS OPERATIONS DEPEND ON THE CONTINUING CONTRIBUTION OF OUR KEY
PERSONNEL.
Our future success depends to a significant extent on the continued service
of our key technical and senior management personnel. Loss of the services of
any of Gregory L. Costley, our Chairman of the Board and Chief Executive
Officer, John Giaimo, our President and Chief Operating Officer, Douglas
Swanson, our Executive Vice President, Greg Johnson, our Chief Technology
Officer, or Dennis Gauger, our interim Chief Financial Officer, could have an
adverse effect on our business, financial condition and results of operations.
Mr. Costley joined us in August 1999. Mr. Gauger joined us in May 2000 on an
interim, part-time basis for an indefinite period. As a result, our senior
management does not have a history of working together as a team. In addition,
we need to eventually replace our part-time, interim Chief Financial Officer
with a full-time Chief Financial Officer. There can be no assurance that we will
be able to attract a qualified candidate for this full-time position. Failure to
maintain an effective team of senior managers would adversely affect the
operation of our business.
WE MUST ATTRACT AND RETAIN PERSONNEL WHILE COMPETITION FOR PERSONNEL IN OUR
INDUSTRY IS INTENSE.
We may be unable to retain our key employees or to attract, assimilate or
retain other highly qualified employees. We have from time to time in the past
experienced, and we expect in the future to continue to experience, difficulty
in hiring and retaining highly skilled employees with appropriate qualifications
as a result of our rapid growth and expansion. Attracting and retaining
qualified personnel with experience in the real estate industry, a complex
industry that requires a unique knowledge base, is an additional challenge for
us. In addition, there is significant competition among companies in the
Internet industry for qualified employees. If we do not succeed in attracting
new personnel or retaining and motivating our current personnel, our business,
financial condition and results of operations will be adversely affected.
WE NEED TO CONTINUE TO DEVELOP OUR CONTENT AND OUR PRODUCT AND SERVICE
OFFERINGS.
To remain competitive we must continue to enhance and improve the ease of
use, responsiveness, functionality and features of our Website. These efforts
may require us to develop internally or to license increasingly complex
technologies. In addition, many companies are continually introducing new
Internet-related products, services and technologies, which will require us to
update or modify our technology. Developing and integrating new products,
services or technologies into our Website could be expensive and time consuming.
Any new features, functions or services may not achieve market acceptance or
enhance our brand loyalty. If we fail to develop and introduce or acquire new
features, functions or services effectively and on a timely basis, we may not
continue to attract new users and may be unable to retain our existing users.
Furthermore, we may not succeed in incorporating new Internet technologies or,
in order to do so, we may incur substantial expenses.
OUR RECENT ACQUISITIONS AND ANY FUTURE ACQUISITIONS MAY RESULT IN OUR NOT
ACHIEVING THE DESIRED BENEFITS OF THE TRANSACTION BECAUSE OF RELATED RISKS,
INCLUDING:
- difficulties in assimilating the operations of the acquired businesses;
- potential disruption of our existing businesses;
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- addition of significant additional expenses;
- assumption of unknown liabilities and litigation;
- our inability to integrate, train, retain and motivate personnel of the
acquired businesses;
- diversion of our management from our day-to-day operations;
- our inability to incorporate acquired products, services and technologies
successfully into our products;
- potential impairment of relationships with our employees, customers and
strategic partners; and
- inability to maintain uniform standards, controls procedures and policies.
Our inability to successfully address any of these risks could adversely
affect our business, financial condition and results of operations.
WE DEPEND ON THIRD-PARTY RELATIONSHIPS, MANY OF WHICH ARE SHORT-TERM OR
TERMINABLE, TO GENERATE ADVERTISING AND PROVIDE US WITH CONTENT.
We depend, and will continue to depend, on a number of third-party
relationships to increase traffic on HomeSeekers.com and thereby generate
advertising and other revenues. Outside parties on which we depend include
unrelated Website operators that provide links to HomeSeekers.com and providers
of real estate content. Many of our relationships with third-party Websites and
other third-party service providers are not exclusive and are short-term or may
be terminated at the convenience of either party. We cannot assure you that
third parties regard our relationship with them as important to their respective
businesses and operations. They may reassess their commitment to us at any time
in the future and may develop their own competitive services or products.
We cannot assure you that we will be able to maintain relationships with
third parties that supply us with content or related products or services that
are crucial to our success, or that such content, products or services will be
able to sustain any third-party claims or rights against their use. Also, we
cannot assure you that the content, products or services of those companies that
provide access or links to our Website will achieve market acceptance or
commercial success. Accordingly, we cannot assure you that our existing
relationships will result in sustained business partnerships, successful product
or service offerings or the generation of significant revenues for us.
OUR SUCCESS IS DEPENDENT UPON THE INTELLECTUAL PROPERTY THAT WE USE IN OUR
BUSINESS.
We regard our Internet domain name, copyrights, service marks, trademarks,
trade secrets and similar intellectual property that we use in our business as
critical to our success. We rely on a combination of copyright, trademark and
trade secret laws, confidentiality procedures, contractual provisions and
license and other agreements with employees, customers and others to protect our
intellectual property rights. In addition, we may also rely on the third party
owners of the intellectual property rights we license to protect those rights.
Effective Internet domain name, copyright, service mark, trademark and trade
secret protection may not be available in every country in which our products
and services are made available online. The steps taken by us and other third
parties to protect our intellectual property rights may not be adequate, and
third parties may infringe upon or misappropriate the intellectual property and
similar proprietary rights used in our business, which could have an adverse
effect on our business, financial condition and results of operations.
We are also subject to the risk of adverse claims and litigation alleging
infringement of the intellectual property rights we use. The resolution of any
infringement claims may result in lengthy and costly litigation. Moreover,
resolution of a claim may require us to obtain a license to use those
intellectual property rights or possibly to cease using those rights altogether.
Any of those events could have a material adverse effect on our business,
financial condition and results of operations.
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OUR INTERNATIONAL BUSINESS IS SUBJECT TO A NUMBER OF RISKS ASSOCIATED WITH
DOING BUSINESS ABROAD.
Although we have to date marketed our products and services to brokers,
agents, and other real estate professionals located outside of North America on
a limited basis, we intend to market our Website and products and services on a
more extensive global basis. Our international business is subject to a number
of risks generally associated with doing business abroad, including:
- fluctuations in currency exchange rates, the impact of recessions in
economies outside the United States and regulatory and political changes
in foreign markets;
- reduced protection for intellectual property rights in some countries; and
- potential limits on use of some of our trademarks and licensed trademarks
outside the United States.
These factors could adversely affect our business, financial condition and
results of operations. In addition, expansion into new international markets may
present competitive challenges different from those we currently face. We cannot
assure you that we will expand internationally or that any such expansion will
result in profitable operations.
OUR BUSINESS IS DEPENDENT ON THE STRENGTH OF THE REAL ESTATE INDUSTRY, WHICH
IS BOTH CYCLICAL AND SEASONAL.
The real estate industry traditionally has been cyclical. Recently, sales of
real estate in the United States have been at historically high levels. Economic
swings in the real estate industry may be caused by various factors. When
interest rates are high or general national and global economic conditions are
or are perceived to be weak, there typically is less sales activity in real
estate. A decrease in the current level of sales of real estate and products and
services related to real estate could adversely affect demand for our Website
and our advertising products and services. In addition, reduced traffic on our
Website would likely cause our advertising revenues to decline, which would
adversely affect our business, financial condition and results of operations.
We may experience seasonality in our business. The real estate industry
experiences a decrease in activity during the winter. However, because of our
limited operating history under our current business model, it is difficult for
us to fully assess the impact of seasonal factors on our business. If we are
unable to effectively manage our resources in anticipation of any seasonality of
our revenues and the increased costs we may incur during periods of lower
revenues, our business would be materially harmed.
WE MAY PARTICULARLY BE AFFECTED BY GENERAL ECONOMIC CONDITIONS.
Purchases of real property and related products and services are
particularly affected by negative trends in the general economy. The success of
our operations depends to a significant extent upon a number of factors relating
to discretionary consumer and business spending and the overall economy, as well
as regional and local economic conditions in markets where we operate,
including:
- perceived and actual economic conditions;
- interest rates;
- taxation policies;
- availability of credit;
- employment levels; and
- wage and salary levels.
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In addition, because a consumer's purchase of real property and related
products and services is a significant investment and is relatively
discretionary, any reduction in disposable income in general may affect us more
significantly than companies in other industries.
WE HAVE RISKS ASSOCIATED WITH CHANGING LEGISLATION IN THE REAL ESTATE
INDUSTRY.
Real estate is a heavily regulated industry in the U.S. These regulations
include the Fair Housing Act, the Real Estate Settlement Procedures Act and
state advertising laws. In addition, states could enact legislation or
regulatory policies in the future that could require us to expend significant
resources to comply. These laws and related regulations may limit or restrict
our activities. As the real estate industry evolves in the Internet environment,
legislators, regulators and industry participants may advocate additional
legislative or regulatory initiatives. Should existing laws or regulations be
amended or new laws or regulations be adopted, we may need to comply with
additional legal requirements and incur resulting costs, or we may be precluded
from certain activities. To date, we have not spent significant resources on
lobbying or related government issues. Any need to significantly increase our
lobbying or related activities could substantially increase our operating costs.
WE DEPEND ON INCREASED USE OF THE INTERNET TO EXPAND OUR REAL ESTATE RELATED
ADVERTISING PRODUCTS AND SERVICES.
If the Internet fails to become a viable marketplace for real estate
content, information and e-commerce, our business will not grow. Broad
acceptance and adoption of the Internet by consumers and businesses when
searching for real estate and related products and services will only occur if
the Internet provides them with greater efficiencies and improved access to
information.
IN ADDITION TO SELLING ADVERTISING PRODUCTS AND SERVICES TO REAL ESTATE
PROFESSIONALS, WE DEPEND ON SELLING OTHER TYPES OF ADVERTISEMENTS ON OUR
WEBSITE.
Our business would be adversely affected if the market for Internet
advertising fails to develop or develops more slowly than expected. Our ability
to generate advertising revenues from selling banner advertising and
sponsorships on our Website and products targeted at real estate professionals
will depend on, among other factors, the development of the Internet as an
advertising medium, the amount of traffic on our Website and our ability to
achieve and demonstrate demographic characteristics among the users of our
Website and other products and services that are attractive to advertisers. Many
potential advertisers and their advertising agencies have only limited
experience with the Internet as an advertising medium and have not devoted a
significant portion of their advertising expenditures to Internet-based
advertising. No standards have been widely accepted to measure the effectiveness
of Internet advertising. If these standards do not develop, existing advertisers
might reduce their current levels of Internet advertising or eliminate their
spending entirely. The widespread adoption of technologies that permit Internet
users to selectively block out unwanted graphics, including advertisements
attached to Webpages, could also adversely affect the growth of the Internet as
an advertising medium. In addition, advertisers in the real estate industry,
including real estate professionals, have traditionally relied upon other
advertising media, such as newsprint and magazines, and have invested
substantial resources in other advertising methods. These persons may be
reluctant to adopt a new strategy and advertise on the Internet.
GOVERNMENT REGULATIONS AND LEGAL UNCERTAINTIES COULD AFFECT THE GROWTH OF
THE INTERNET.
A number of legislative and regulatory proposals under consideration by
federal, state, local and foreign governmental organizations may lead to laws or
regulations concerning various aspects of the Internet, including online
content, user privacy, access charges, liability for third-party activities and
jurisdiction. Additionally, it is uncertain as to how existing laws will be
applied to the Internet. The adoption of new laws or the application of existing
laws may decrease the growth in the use of the
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Internet, which could in turn decrease the usage and demand for our services or
increase our cost of doing business.
Some local telephone carriers have asserted that the increasing popularity
and use of the Internet have burdened the existing telecommunications
infrastructure, and that many areas with high Internet use have begun to
experience interruptions in telephone service. These carriers have petitioned
the Federal Communications Commission to impose access fees on Internet service
providers and online service providers. If access fees are imposed, the costs of
communicating on the Internet could increase substantially, potentially slowing
the increasing use of the Internet. This could in turn decrease demand for our
services or increase our cost of doing business.
OUR INABILITY TO SECURE AND PROTECT OUR INTERNET DOMAIN NAME MAY ADVERSELY
AFFECT OUR BUSINESS OPERATION.
The www.HomeSeekers.com Internet domain name is our brand on the Internet.
Governmental agencies and their designees generally regulate the acquisition and
maintenance of Internet domain names. Until recently, Network Solutions, Inc.
was the exclusive registrar for the ".com," ".net" and ".org" generic top-level
Internet domains in the U.S. In April 1999, however, the Internet Corporation
for Assigned Names and Numbers, or ICANN, a new global non-profit corporation
formed to oversee a set of the Internet's core technical management functions,
opened the market for registering Internet domain names to an initial group of
five companies. Network Solutions, Inc. still maintains the registry containing
all the registrations in the generic top-level Internet domains. The market for
registering these Internet domain names in the U.S. and in foreign countries is
expected to undergo further changes in the near future. We expect the
requirements for registering Internet domain names also to be affected. The
relationship between regulations governing Internet domain names and laws
protecting trademarks and similar proprietary rights is unclear. We may be
unable to prevent third parties from acquiring Internet domain names that are
similar to, infringe upon or otherwise decrease the value of our Internet domain
name, the trademarks and other intellectual property rights used by us and we
may need to protect our rights through litigation. If we are unable to
adequately protect our Internet domain name, our trademarks and other
intellectual property rights or incur substantial costs in doing so, it could
have an adverse effect on our business, financial condition and results of
operations.
WE DEPEND ON CONTINUED IMPROVEMENTS TO OUR COMPUTER NETWORK AND THE
INFRASTRUCTURE OF THE INTERNET.
Any failure of our computer systems that causes interruption or slower
response time of our Website or services could result in a smaller number of
users of our Website or the Websites and Webpages that we host for real estate
professionals. If sustained or repeated, these performance issues could reduce
the attractiveness of our Website to consumers and our advertising products and
services to real estate professionals, providers of real estate related products
and services and other Internet advertisers. Increases in the volume of our
Website traffic could also strain the capacity of our existing computer systems,
which could lead to slower response times or system failures. This would cause
the number of real property search inquiries, advertising impressions, other
revenue producing offerings and our informational offerings to decline, any of
which could hurt our revenue growth and our brand loyalty. We expect that we
will incur additional costs to upgrade our computer systems in order to
accommodate increased demand if our systems cannot handle current or higher
volumes of traffic.
Our ability to increase the speed with which we provide services to
consumers and to increase the scope of these services is limited by and
dependent upon the speed and reliability of the Internet. Consequently, the
emergence and growth of the market for our services is dependent on the
performance of and future improvements to the Internet.
20
<PAGE>
OUR INTERNAL NETWORK INFRASTRUCTURE COULD BE DISRUPTED.
Our operations depend upon our ability to maintain and protect our computer
systems, most of which are located at our facilities in Brea, California. Our
systems are vulnerable to damage from break-ins, unauthorized access, vandalism,
fire, floods, earthquakes, power loss, telecommunications failures and similar
events. Although we maintain insurance against fires and general business
interruptions, the amount of coverage may not be adequate in any particular
case.
Experienced computer programmers, or hackers, may attempt to penetrate our
network security from time to time. Although we have not experienced any
material security breaches to date, a hacker who penetrates our network security
could misappropriate proprietary information or cause interruptions in our
services. We might be required to expend significant capital and resources to
protect against, or to alleviate, problems caused by hackers. We also may not
have a timely remedy against a hacker who is able to penetrate our network
security. In addition to purposeful security breaches, the inadvertent
transmission of computer viruses could expose us to litigation or to a material
risk of loss.
WE COULD FACE LIABILITY FOR INFORMATION ON OUR WEBSITE AND FOR PRODUCTS AND
SERVICES SOLD OVER THE INTERNET.
We provide third-party content on our Website, particularly real estate
listings. We could be exposed to liability with respect to this third-party
information. Persons might assert, among other things, that, by directly or
indirectly providing links to Websites operated by third parties, we should be
liable for copyright or trademark infringement or other wrongful actions by the
third parties operating those Websites. They could also assert that our third
party information contains errors or omissions, and consumers could seek damages
for losses incurred if they rely upon incorrect information.
We enter into agreements with other companies under which we share with
these other companies' revenues resulting from advertising or the purchase of
services through direct links to or from our Website. These arrangements may
expose us to additional legal risks and uncertainties, including local, state,
federal and foreign government regulation and potential liabilities to consumers
of these services, even if we do not provide the services ourselves. We cannot
assure you that any indemnification provided to us in our agreements with these
parties, if available, will be adequate.
Even if these claims do not result in liability to us, we could incur
significant costs in investigating and defending against these claims. Our
general liability insurance may not cover all potential claims to which we are
exposed and may not be adequate to indemnify us for all liability that may be
imposed.
A SUBSTANTIAL NUMBER OF OUR SHARES ARE AVAILABLE FOR SALE IN THE PUBLIC
MARKET AND SALES OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK PRICE.
Sales of a substantial number of shares of common stock into the public
market, or the perception that those sales could occur, could adversely affect
our stock price or could impair our ability to obtain capital through an
offering of equity securities.
21
<PAGE>
THE MARKET PRICE FOR OUR COMMON STOCK IS LIKELY TO BE HIGHLY VOLATILE
BECAUSE THE MARKET FOR INTERNET-RELATED AND TECHNOLOGY COMPANIES IN PARTICULAR
HAS BEEN HIGHLY VOLATILE.
The trading prices of many technology and Internet-related companies' stocks
reached historical highs within the last 52 weeks and reflect relative
valuations that are substantially above historical levels.
During the same period, these companies' stocks also have recorded lows well
below historical highs. We cannot assure you that our stock will trade at the
same levels of other Internet stocks or that we can sustain our common stock's
trading price.
Many of the factors that might cause volatility in the market price of our
common stock are beyond our control. These factors may materially and adversely
affect the market price of our common stock, regardless of how we operate.
WE COULD BE REQUIRED TO REGISTER AS AN INVESTMENT COMPANY AND BECOME SUBJECT
TO SUBSTANTIAL REGULATION THAT WOULD INTERFERE WITH OUR ABILITY TO CONDUCT OUR
BUSINESS.
We plan to invest any cash on hand in short-term government securities
consistent with prudent cash management and not primarily for the purpose of
achieving investment returns. We have also invested, and may continue to invest,
in the securities of companies with whom we have strategic business
relationships. Investment in securities primarily for the purpose of achieving
investment returns could result in our being treated as an "investment company"
under the Investment Company Act of 1940. In addition, the Investment Company
Act requires the registration of companies that are primarily in the business of
investing, reinvesting or trading securities or that fail to meet various
statistical tests regarding the composition of their assets and the sources of
their income even though they consider themselves not to be primarily engaged in
investing, reinvesting or trading securities.
If we are required to register as an investment company pursuant to the
Investment Company Act, we would be subject to substantial regulation with
respect to our capital structure, management, operations, transactions with
affiliated persons and other matters. Application of the provisions of the
Investment Company Act to us would materially and adversely affect our business,
financial condition and results of operations.
WE MAY BE LIABLE FOR PRIOR FAILURES TO REGISTER SECURITIES IN A TIMELY
MANNER.
We have, from time to time, issued securities in private offerings and in
connection with business combination transactions and have agreed to register
those securities for subsequent public sale. We have on occasion not met our
obligation to timely register those securities. As a result, we may be liable to
some of our security holders, which could adversely affect our business,
financial condition and results of operations. Some of these registration rights
may require us to register securities in the future. It is possible that we may
not meet those obligations, which would subject us to further liability and
could adversely affect our business, financial condition and results of
operations.
ANTI-TAKEOVER PROVISIONS COULD DELAY OR PREVENT A CHANGE OF CONTROL.
Provisions of our articles of incorporation and amended and restated bylaws
and Nevada law, as well as provisions in our existing employment agreements with
Gregory L. Costley, our Chairman of the Board and Chief Executive Officer, John
Giaimo, our President and Chief Operating Officer, Doug Swanson, our Executive
Vice President, and Greg Johnson, our Chief Technology Officer, could make it
more difficult for a third party to acquire us, even if doing so would be
beneficial to our stockholders. In addition, BuySellBid.com has agreed not to
vote its shares in favor of various business combination transactions unless our
board of directors has approved that transaction.
22
<PAGE>
INVESTORS SHOULD NOT PURCHASE OUR COMMON STOCK WITH THE EXPECTATION OF
RECEIVING CASH DIVIDENDS.
We currently intend to retain any future earnings to fund operations and, as
a result, do not expect to pay any cash dividends in the foreseeable future.
ITEM 7. FINANCIAL STATEMENTS.
The financial statements required by this Form 10-KSB appear herein
commencing on page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.
(a) Previous independent accountants
(1) On December 8, 1999, we dismissed Albright, Persing &
Associates, Ltd. as our independent accountants.
(2) The report of Albright, Persing & Associates, Ltd. on our financial
statements for the fiscal year ended June 30, 1999 contained no
adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principle. The
report of Albright, Persing & Associates, Ltd. on our financial
statements for the fiscal year ended June 30, 1998 contained no
adverse opinion or disclaimer of opinion and was not qualified or
modified as to audit scope or accounting principle, but was qualified
due to a going concern uncertainty.
(3) Our audit committee participated in and approved the decision to
change independent accountants.
(4) In connection with its audits for the fiscal years ended June 30,
1998 and 1999 and through December 8, 1999, there have been no
disagreements with Albright, Persing & Associates, Ltd. on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope and procedure, which disagreements if
not resolved to the satisfaction of Albright, Persing &
Associates Ltd., would have caused them to make reference thereto in
their report on our financial statements for such years.
(5) During the two immediately preceding fiscal years and through
December 8, 1999, there have been no reportable events as defined in
Regulation S-B, Item 304.
(6) Albright, Persing & Associates Ltd. has furnished us with a letter
addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter is filed as Exhibit 16 to this
Form 10-KSB.
(b) New independent auditors
(1) We engaged Ernst & Young LLP as our new independent auditors as of
December 8, 1999. During the two most recent fiscal years and through
December 8, 1999, we have not consulted with Ernst & Young LLP on
items which (A) were or should have been subject to SAS 50 or
(B) concerned the subject matter of a disagreement or reportable
event with our former accountants (as described in Regulation S-B,
Item 304).
23
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Information regarding directors and executive officers of the Company will
be set forth under the captions "Executive Officers" and "Election of Directors"
in the Company's proxy statement related to the Company's annual meeting of
stockholders for the fiscal year ended June 30, 2000 (the "Proxy Statement") and
is incorporated herein by reference. Information required by Item 405 of
Regulation S-B will be set forth under the caption "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Proxy Statement and is incorporated
herein by reference.
ITEM 10. EXECUTIVE COMPENSATION.
Information required by this item will be set forth under the caption
"Executive Compensation" in the Proxy Statement and is incorporated herein by
reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required by this item will be set forth under the caption
"Security Ownership of Certain Beneficial Owners and Management" in the Proxy
Statement and is incorporated herein by reference.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item will be set forth under the caption
"Certain Relationships and Related Transactions" in the Proxy Statement and is
incorporated herein by reference.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.
(a) Exhibits:
See Exhibit Index following the signature page of this Form 10-KSB.
(b) Reports on Form 8-K:
(1) The Company filed a Current Report on Form 8-K on April 14, 2000
regarding its acquisition on April 3, 2000 of Information Solutions
Group, a Colorado corporation ("ISG").
(2) The Company filed a Current Report on Form 8-K on May 17, 2000 that
included (a) information on the approval by the Company's Board of
Directors of the amended and restated bylaws of the Company, (b) a
subscription agreement and a press release related to a previously
announced contract to sell 579,170 shares of the Company's common
stock to AIG, LLC and (c) a subscription agreement related to a
contract to sell 166,667 shares of the Company's common stock to
Pequot Scout Fund, L.P.
(3) The Company filed a Current Report on Form 8-K on May 23, 2000 that
included the Stock Purchase Agreement, dated as of May 16, 2000,
among the Company, the property portal!, Limited and the existing
shareholders of the property portal!, Limited and a press release
related thereto.
(4) The Company filed a Current Report on Form 8-K/A on June 12, 2000
amending its April 14, 2000 report regarding its acquisition of ISG
to include ISG's financial statements for the year ended
December 31, 1999 (audited) and the period ended March 31, 2000
(unaudited), and the Company's unaudited pro forma combined condensed
financial statements.
24
<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Ernst & Young LLP, Independent Auditors........... F-1
Report of Independent Certified Public
Accountants--Albright, Persing & Associates, LTD.......... F-2
Consolidated Balance Sheets at June 30, 2000 and 1999....... F-3
Consolidated Statements of Operations for the Years Ended
June 30, 2000 and 1999.................................... F-4
Consolidated Statements of Stockholders' Equity for the
Years Ended June 30, 2000 and 1999........................ F-5
Consolidated Statements of Cash Flows for the Years Ended
June 30, 2000 and 1999.................................... F-7
Notes to Consolidated Financial Statements.................. F-9
</TABLE>
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
HomeSeekers.com, Incorporated
We have audited the accompanying consolidated balance sheet of HomeSeekers.com,
Incorporated as of June 30, 2000, and the related consolidated statements of
operations, stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of HomeSeekers.com,
Incorporated as of June 30, 2000, and the consolidated results of its operations
and its cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming
HomeSeekers.com, Incorporated will continue as a going concern. As discussed in
Note 2, the Company's significant operating losses, accumulated deficit and
uncertainty as to the Company's ability to secure additional financing raise
substantial doubt about the Company's ability to continue as a going concern.
Management's current plans and actions with respect to these matters are also
discussed in Note 2. The June 30, 2000 financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of this uncertainty.
ERNST & YOUNG LLP
Reno, Nevada
September 11, 2000
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
HomeSeekers.com, Incorporated
We have audited the accompanying consolidated balance sheet of
HomeSeekers.com, Incorporated and subsidiaries as of June 30, 1999 and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of HomeSeekers.com, Incorporated's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of
HomeSeekers.com, Incorporated and subsidiaries at June 30, 1999 and the
consolidated results of their operations and their cash flows for the year then
ended, in conformity with generally accepted accounting principles.
Albright, Persing & Associates, LTD.
Reno, Nevada
July 22, 1999, except for Note 3, as to
which the date is August 4, 1999
F-2
<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND 1999
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 2,078 $10,617
Accounts receivable, net of allowance for uncollectible
accounts of $141 in 2000 and $38 in 1999................ 1,023 1,697
Accounts and notes receivable, related parties............ 159 283
Prepaid expenses.......................................... 897 309
------- -------
Total current assets.................................... 4,157 12,906
Investments, net of valuation allowance of $3,153 in 2000
and $0 in 1999............................................ 3,535 400
Investment in foreign affiliate............................. 7,517 --
Property and equipment, net................................. 4,163 1,170
Purchased intangible assets, net of accumulated amortization
of $4,150 in 2000 and $602 in 1999........................ 20,531 2,377
Other assets................................................ 123 36
------- -------
$40,026 $16,889
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $ 1,570 $ 630
Accrued payroll and other liabilities..................... 1,479 454
Liability under purchase agreement........................ 1,500 --
Long-term obligations, current portion.................... 99 39
Deferred revenue.......................................... 4,162 2,693
------- -------
Total current liabilities............................... 8,810 3,816
Long-term liabilities
Long-term obligations..................................... 153 50
Deferred revenue.......................................... 862 333
------- -------
Total long-term liabilities............................. 1,015 383
Commitments and contingencies
Stockholders' equity
Common stock; $.001 par, 50,000,000 shares authorized;
21,433,210 shares and 14,946,283 shares issued and
outstanding at June 30, 2000 and 1999, respectively..... 21 15
Additional paid-in capital................................ 72,113 29,051
Accumulated deficit....................................... (40,960) (15,926)
Investment in LLC......................................... -- (450)
Note receivable from officer.............................. (320) --
Accumulated other comprehensive loss...................... (653) --
------- -------
Total stockholders' equity.............................. 30,201 12,690
------- -------
$40,026 $16,889
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Revenues.................................................... $ 11,090 $ 3,419
Cost of revenues............................................ 6,097 567
----------- -----------
Gross profit.............................................. 4,993 2,852
Operating expenses.......................................... 30,505 8,011
----------- -----------
Loss from operations........................................ (25,512) (5,159)
Other income (expense)
Interest expense.......................................... (77) (31)
Interest income........................................... 290 192
Other, net................................................ 265 156
----------- -----------
478 317
----------- -----------
Net loss.................................................... (25,034) (4,842)
Other comprehensive income (loss)........................... (653) 700
----------- -----------
Total comprehensive loss.................................... $ (25,687) $ (4,142)
=========== ===========
Net loss.................................................... $ (25,034) $ (4,842)
Preferred dividends paid.................................... -- (595)
----------- -----------
Net loss attributable to common stockholders................ $ (25,034) $ (5,437)
=========== ===========
Basic and diluted net loss per common share................. $ (1.47) $ (.53)
=========== ===========
Shares used in computing basic and diluted share data....... 17,031,852 10,235,286
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SERIES A ACCUMULATED
PREFERRED STOCK COMMON STOCK ADDITIONAL INVESTMENT OTHER
------------------- --------------------- PAID IN IN COMPREHENSIVE
SHARES AMOUNT SHARES AMOUNT CAPITAL LLC LOSS
-------- -------- ---------- -------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1998................ 692,000 $ 1 7,460,703 $ 8 $11,112 $ -- $(700)
-------- ---- ---------- --- ------- ----- -----
Conversion of series A convertible
preferred stock to common stock....... (692,000) (1) 1,384,000 1 -- -- --
Shares issued for series A convertible
preferred dividends................... -- -- 108,432 -- 595 -- --
Shares issued for cash.................. -- -- 4,418,595 5 12,472 -- --
Exercises of stock options.............. -- -- 149,376 -- 234 -- --
Exercises of warrants................... -- -- 1,082,845 1 3,086 -- --
Conversion of convertible debt.......... -- -- 70,123 -- 141 -- --
Shares issued to effect acquisitions.... -- -- 220,872 -- 1,246 -- --
Shares issued for services.............. -- -- 51,337 -- 105 -- --
Warrants issued for services............ -- -- -- -- 60 -- --
Reclassification of investment in LLC... -- -- -- -- -- (450) --
Comprehensive income (loss):
Net loss.............................. -- -- -- -- -- -- --
Reversal of prior year unrealized loss
on securities....................... -- -- -- -- -- -- 700
Comprehensive loss...................... -- -- -- -- -- -- --
-------- ---- ---------- --- ------- ----- -----
Balance at June 30, 1999................ -- $ -- 14,946,283 $15 $29,051 $(450) $ --
-------- ---- ---------- --- ------- ----- -----
<CAPTION>
NOTE
RECEIVABLE
ACCUMULATED FROM STOCKHOLDERS'
DEFICIT OFFICER EQUITY
----------- ---------- -------------
<S> <C> <C> <C>
Balance at June 30, 1998................ $(10,489) $ -- $ (68)
-------- ----- --------
Conversion of series A convertible
preferred stock to common stock....... -- -- --
Shares issued for series A convertible
preferred dividends................... (595) -- --
Shares issued for cash.................. -- -- 12,477
Exercises of stock options.............. -- -- 234
Exercises of warrants................... -- -- 3,087
Conversion of convertible debt.......... -- -- 141
Shares issued to effect acquisitions.... -- -- 1,246
Shares issued for services.............. -- -- 105
Warrants issued for services............ -- -- 60
Reclassification of investment in LLC... -- -- (450)
Comprehensive income (loss):
Net loss.............................. (4,842) -- (4,842)
Reversal of prior year unrealized loss
on securities....................... -- -- 700
--------
Comprehensive loss...................... -- -- (4,142)
-------- ----- --------
Balance at June 30, 1999................ $(15,926) $ -- $ 12,690
-------- ----- --------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SERIES A ACCUMULATED
PREFERRED STOCK COMMON STOCK ADDITIONAL INVESTMENT OTHER
--------------------------- --------------------- PAID IN IN COMPREHENSIVE
SHARES AMOUNT SHARES AMOUNT CAPITAL LLC LOSS
------------ ------------ ---------- -------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1999......... -- $ -- 14,946,283 $ 15 $29,051 $(450) $ --
------------ ------------ ---------- ---- ------- ----- -----
Securities acquired in settlement
of investment in LLC........... -- -- -- 793 450 --
Shares issued for services....... -- -- 277,969 -- 3,282 -- --
Warrants issued for services..... -- -- -- -- 463 -- --
Exercises of stock options....... -- -- 677,497 -- 1,495 -- --
Exercises of warrants............ -- -- 1,026,039 1 3,033 -- --
Shares issued for cash........... -- -- 917,407 1 5,436 -- --
Shares issued for asset and
investment purchases........... -- -- 341,077 -- 3,838 -- --
Compensation charge for option
exercise....................... -- -- -- -- 156 -- --
Shares issued in business
acquisitions................... -- -- 1,608,188 2 16,846 -- --
Shares and warrants issued for
investment in foreign
affiliate...................... -- -- 1,638,750 2 7,720 -- --
Issuance of note receivable to
officer for option exercise.... -- -- -- -- -- -- --
Comprehensive loss:
Net loss....................... -- -- -- -- -- -- --
Unrealized loss on securities.... -- -- -- -- -- -- (653)
Comprehensive loss............... -- -- -- -- -- -- --
------------ ------------ ---------- ---- ------- ----- -----
Balance at June 30, 2000......... -- $ -- 21,433,210 $ 21 $72,113 $ -- $(653)
------------ ------------ ---------- ---- ------- ----- -----
<CAPTION>
NOTE
RECEIVABLE
ACCUMULATED FROM STOCKHOLDERS'
DEFICIT OFFICER EQUITY
----------- ---------- -------------
<S> <C> <C> <C>
Balance at June 30, 1999......... $(15,926) $ -- $ 12,690
-------- ------- --------
Securities acquired in settlement
of investment in LLC........... -- -- 1,243
Shares issued for services....... -- -- 3,282
Warrants issued for services..... -- -- 463
Exercises of stock options....... -- -- 1,495
Exercises of warrants............ -- -- 3,034
Shares issued for cash........... -- -- 5,437
Shares issued for asset and
investment purchases........... -- -- 3,838
Compensation charge for option
exercise....................... -- -- 156
Shares issued in business
acquisitions................... -- -- 16,848
Shares and warrants issued for
investment in foreign
affiliate...................... -- -- 7,722
Issuance of note receivable to
officer for option exercise.... -- (320) (320)
Comprehensive loss:
Net loss....................... (25,034) -- (25,034)
Unrealized loss on securities.... -- -- (653)
--------
Comprehensive loss............... -- -- (25,687)
-------- ------- --------
Balance at June 30, 2000......... $(40,960) $ (320) $ 30,201
-------- ------- --------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities
Net loss.................................................. $(25,034) $ (4,842)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation............................................ 1,202 290
Amortization............................................ 4,110 241
Write down of investment................................ 2,793 --
Gain on sale of securities.............................. (46) (200)
Other................................................... 42 (26)
Common stock and warrants issued for services........... 653 165
Changes in assets and liabilities net of effect from
acquisitions
Accounts receivable..................................... 1,090 (1,471)
Prepaid expenses........................................ (550) (279)
Other assets............................................ (86) 17
Accounts payable........................................ 383 127
Accrued payroll and other liabilities................... 1,090 (12)
Deferred revenue........................................ 1,864 1,779
-------- --------
Net cash used in operating activities............... (12,489) (4,211)
Cash flows from investing activities
Purchase of property and equipment........................ (2,238) (1,277)
Purchase of intangible assets............................. (1,114) --
Issuance of notes receivable.............................. (440) (150)
Payments on notes receivable.............................. 190 25
Business acquisitions, net of cash........................ (1,441) (8)
Proceeds from sales of securities......................... 101 600
Proceeds from sales of property and equipment............. 343 29
Payment from foreign affiliate............................ 200 --
Net change in other assets................................ -- 80
Investment in foreign affiliate........................... (387) --
-------- --------
Net cash used in investing activities............... (4,786) (701)
Cash flows from financing activities
Proceeds from notes payable--related parties.............. -- 685
Payments on notes payable--related parties -- (730)
Proceeds from notes payable............................... -- 250
Repayments of debt........................................ (1,232) (672)
Net proceeds from sale/exercise of common stock, options,
and warrants............................................ 9,968 15,798
-------- --------
Net cash provided by financing activities........... 8,736 15,331
-------- --------
Net increase (decrease) in cash............................. (8,539) 10,419
Cash and cash equivalents at beginning of year.............. 10,617 198
-------- --------
Cash and cash equivalents at end of year.................... $ 2,078 $ 10,617
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
<PAGE>
HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(AMOUNTS IN THOUSANDS)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Cash paid for interest.................................... $ 77 $ 13
======== ========
Cash paid for income taxes................................ $ -- $ 1
======== ========
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Common stock issued for advertising/exclusive provider
arrangement............................................. $ 3,091 $ --
Common stock issued for investment........................ 3,000 --
Investment acquired for advertising arrangement........... 2,000 --
Investment acquired as settlement of investment in LLC.... 1,243 --
Net decrease in investments and increase in comprehensive
loss.................................................... (653) 700
Common stock and warrants issued for investment in foreign
affiliate............................................... 7,722 --
Common stock issued for purchased intangible assets....... 838 200
Investment acquired through reduction of accounts and
notes receivable, related party......................... 208 --
Conversion of convertible debt to common stock............ -- 140
Common stock issued for payment of accrued liabilities.... -- 50
Common stock issued for preferred stock dividends......... -- 595
Investment received for sale of technology................ -- 100
BUSINESS ACQUISITIONS
Shares issued in business acquisitions...................... (16,848) (971)
Cash paid................................................... (1,441) (8)
Liability under purchase agreement.......................... (1,500) --
Accounts receivable, net.................................... 550 135
Prepaid expenses............................................ 37 --
Property and equipment...................................... 1,932 108
Purchased intangible assets................................. 19,727 1,440
-------- -------
Liabilities assumed......................................... $ 2,457 $ 704
======== =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-8
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE 1-- ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
ORGANIZATION
HomeSeekers.com, Incorporated (the "Company"), a successor to various
companies through mergers, was originally incorporated under the laws of Utah on
January 31, 1983. The Company is a provider of web-based and other information
and technology targeted for use by professionals, consumers, and other parties
involved in the real estate industry.
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
The consolidated financial statements include the accounts of
HomeSeekers.com, Inc. and its wholly owned subsidiaries. All significant
inter-company balances and transactions have been eliminated in consolidation.
Certain reclassifications have been made to prior year consolidated financial
statements to conform to the current year's presentation.
SEGMENT REPORTING
During the year ended June 30, 1999, the Company adopted Statement No. 131,
"Disclosures about Segments of an Enterprise and Related Information"
("SFAS 131") which establishes standards for the way that public business
enterprises report information about operating segments. It also establishes
standards for related disclosures about products and services, geographic areas
and major customers. The Company has determined that for the years ended
June 30, 2000 and 1999, it operated in one business segment, real estate
technology and information. In addition, through June 30, 2000, the Company's
operations were conducted primarily in the United States.
REVENUE RECOGNITION
Revenues from the sale of advertising placed in real estate publications are
recognized upon the distribution of real estate publications in their individual
market areas. Advance payments received for real estate publications advertising
are shown as deferred revenues in the accompanying balance sheets. Direct
expenses related to the production and distribution of real estate publications
(including listings, production, printing and distribution costs) are recognized
concurrently with the related revenues upon real estate publications
distribution.
The Company also sells banner advertising pursuant to contracts with terms
varying from 3 to 5 years, which may include the guarantee of a minimum number
of click-throughs or links by the users of the Company's online properties.
Arrangements where the Company receives up front fees associated with
advertising services are deferred and recognized as revenue on the straight-line
method over the terms of the respective contracts. The Company also sells leads,
referrals and data matching services pursuant to certain contracts. Revenue from
leads, referrals, data matching services and other performance-based
arrangements is recognized as such services are delivered or other performance
criteria are met, provided that no significant Company obligations remain and
collection of the related receivable is probable.
The Company has also derived revenue from technology services provided and
productivity and information tools sold to real estate professionals and
consumers. The Company recognizes such revenue in accordance with Statement of
Position 97-2, Software Revenue Recognition ("SOP 97-2"),
F-9
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 1-- ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
as amended by Statement of Position 98-4, Deferral of the Effective Date of
Provision of SOP 97-2 ("SOP 98-4"), and Statement of Position 98-9, Modification
of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions
("SOP 98-9"). The Company derives revenue from the sale of software licenses.
Revenue from license fees is recognized when persuasive evidence of an agreement
exists, delivery of the product has occurred, the fee is fixed or determinable
and collectibility is probable. If collectibility is not considered probable,
revenue is recognized when the fee is collected.
The Company recognizes revenue allocated to maintenance fees for ongoing
customer support and product updates ratably over the period of the maintenance
contract. Payments for maintenance fees are generally made in advance, are
non-refundable and have terms of one to two years.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements "(SAB
101"). SAB 101 states that all registrants are expected to apply the accounting
and disclosures described in it. The SEC staff, however, will not object if
registrants that have not applied this accounting and do not restate prior
financial statements provided they report a change in accounting principle in
accordance with APB Opinion No. 20, Accounting Changes, by cumulative catch-up
adjustment no later than the fourth fiscal quarter of the fiscal year beginning
after December 15, 1999. The Company is currently evaluating the impact, if any,
of SAB 101 on its consolidated financial statements.
PRODUCT DEVELOPMENT COSTS
Costs incurred by the Company to develop, enhance, manage, monitor and
operate the Company's web site are expensed as incurred. The Company accounts
for the costs of developing software products to be sold in accordance with
Statement of Financial Accounting Standards 86, "Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed" which requires the
capitalization of costs only during the period from the establishment of
technological feasibility to the time at which the product is available for
general release to customers. In addition, the Company is involved in activities
to continually improve existing products. These costs have been charged to
operating expenses in the accompanying consolidated statements of operations in
the amounts of $1,413,186 and $517,440 for the years ended June 30, 2000 and
1999, respectively.
The Company has adopted SOP 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. SOP 98-1 establishes the
accounting practice for capitalization of certain costs incurred in connection
with the acquisition or development of computer software to be used for internal
purposes, including internal costs. The adoption of SOP 98-1 did not have a
material effect on the Company's consolidated financial statements or cause the
Company to capitalize any material costs associated with the acquisition or
development of computer software to be used by the Company for internal
purposes.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash balances and instruments with
maturities of three months or less at the time of purchase.
F-10
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 1-- ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
CONCENTRATIONS
CONCENTRATION OF CREDIT RISK--Financial instruments which potentially
subject the Company to credit risk consist primarily of cash in bank, trade
receivables, and receivables from officers/ stockholders. At June 30, 2000,
substantially all trade receivables are due from customers within the real
estate and related industries.
CONCENTRATIONS OF OPERATIONS--All of the Company's current products are
designed for operation in the national and international real estate markets.
Any recessionary pressures or other disturbances in those markets could have an
adverse effect on the Company's operations.
For the year ended June 30, 1999, 19% of the Company's revenues were
received from one customer for click-through customer leads generated from the
Company's Internet site and from its proprietary software. In addition, 12% of
the Company's revenues were received from one customer for the sale of mortgage
leads. Revenues received from a related party for the sale of technology and
custom programming accounted for 15% of the Company's revenues. For the year
ended June 30, 2000, no single customer accounted for over 10% of the Company's
revenues.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include capital lease obligations,
long-term debt, cash and cash equivalents, accounts receivable and accounts
payable. The carrying amounts of capital lease obligations approximate their
fair values, which have been determined by the use of discounted cash flow
analyses. The carrying values of the Company's long-term debt approximated their
fair values, based on current incremental borrowing rates for similar types of
borrowing arrangements. The carrying amounts of cash and cash equivalents,
accounts receivable and accounts payable approximate fair value, based upon
their short-term nature.
FINANCIAL STATEMENTS ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
INVESTMENTS
At December 31, 1999 the Company's entire portfolio of marketable securities
is classified as available-for-sale. These securities are stated at fair market
value, determined based on quoted market prices, with the unrealized gains and
losses reported in a separate component of stockholders' equity. Realized gains
are included in other income (expense) in the statement of operations. The cost
of securities sold is based on the specific identification method.
F-11
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 1-- ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation and amortization is
calculated using the straight line method over estimated useful lives of 3 to
5 years, or the lease term, whichever is shorter.
PURCHASED INTANGIBLE ASSETS
The Company's intangible assets, primarily purchased in business
acquisitions, are stated at cost and are amortized on a straight-line basis over
periods ranging from 3 to 15 years.
ASSET IMPAIRMENT
The Company reviews its purchased intangible and other long-lived assets
periodically in accordance with Statement of Financial Accounting Standard
("SFAS") No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of, to determine potential impairment by
comparing the carrying value of the assets with estimated undiscounted future
cash flows expected to result from the use of the assets, including cash flows
from disposition. Based on this analysis, if the sum of the expected future
undiscounted net cash flow is less than its carrying value, the Company would
determine whether an impairment loss should be recognized.
INCOME TAXES
The Company accounts for income taxes by the asset/liability approach in
accordance with the provisions of SFAS No. 109, Accounting for Income Taxes.
Under this pronouncement, deferred income taxes, if any, reflect the estimated
future tax consequences when reported amounts of assets and liabilities are
recovered or paid. Deferred income tax assets and liabilities are determined
based on differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that are
scheduled to be in effect when the differences are expected to reverse. The
provision for income taxes, if any, represents the total income taxes paid or
payable for the current year, plus the change in deferred taxes during the year.
The tax benefits related to operating loss carry forwards are recognized if
management believes, based on available evidence, that it is more likely than
not that they will be realized.
ADVERTISING
The Company accounts for advertising costs as expenses in the period in
which they are incurred. Total advertising costs for the years ended June 30,
2000 and 1999 were $1,854,212 and $548,089, respectively.
NET LOSS PER SHARE
Basic and diluted net loss per share are presented in conformity with
Statement of Financial Accounting Standards No. 128, Earnings per Share.
Basic net loss per share has been determined using net loss divided by the
weighted average shares outstanding during the period. Diluted EPS is computed
by dividing net loss by the weighted average
F-12
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 1-- ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
shares outstanding, assuming all dilutive potential common shares were issued.
Since the diluted loss per share for fiscal 2000 and 1999 was anti-dilutive,
basic and diluted loss per share are the same. Accordingly, options to purchase
common stock in fiscal 2000 and 1999 of 7,068,446 shares and 4,082,874 shares,
respectively, and warrants to purchase common stock in fiscal 2000 and 1999 of
2,557,088 and 1,871,657 shares, respectively, were not included in the
calculation of diluted loss per common share.
STOCK OPTIONS
The Company adopted SFAS No. 123, Accounting for Stock Based Compensation,
which is effective for fiscal years beginning after December 15, 1995, or
earlier as permitted. As provided by SFAS No. 123, the Company will continue to
account for employee stock options under Accounting Principles Board (APB)
Opinion No. 25, Accounting for Stock Issued to Employees. The Company has
disclosed the proforma net loss and net loss per share effect in Note 10, as if
the Company had used the fair value based method prescribed under SFAS No. 123.
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivatives and Hedging Activities" ("SFAS 133") which
establishes accounting and reporting standards of derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. In July 1999, the Financial Accounting Standards Board
issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of FASB Statement No. 133". SFAS 137
deferred the effective date until the first fiscal quarter of the year ending
June 30, 2001 and the Company has not yet determined whether such adoption will
have a material impact on its financial statements.
NOTE 2--BASIS OF PRESENTATION
The Company incurred net losses of approximately $25,034,000 and $4,842,000
during the years ended June 30, 2000 and 1999, respectively, and at June 30,
2000 had an accumulated deficit of approximately $40,960,000. In addition, the
Company used cash of approximately $12,489,000 to fund operations during the
most recent year. The report of independent auditors on the Company's June 30,
2000 financial statements includes an explanatory paragraph indicating there is
substantial doubt about the Company's ability to continue as a going concern.
Management is developing a plan to address these issues and allow the Company to
continue as a going concern through the end of fiscal year 2001. This plan
includes obtaining debt or equity financing in amounts sufficient to fund
operations and continued growth, realize the revenue potential of its business
acquisitions and current products and services, fund capital expenditures and
reduce operating expenses as necessary. However, there is only a limited
operating history with the existing business model, the Company must integrate
its recent business acquisitions, and there is no assurance that the necessary
financing can be obtained or on what terms it may be obtained. The accompanying
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of this
uncertainty.
F-13
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 3--BUSINESS ACQUISITIONS
The Company has completed the asset and business acquisitions discussed
below, all of which were accounted for by the purchase method of accounting.
Accordingly, results of operations for the acquired businesses have been
included in the consolidated statements of operations from their respective
dates of acquisition. The purchase price of each acquisition has been allocated
to the assets acquired and the liabilities assumed based on the estimated fair
market value at the date of acquisition.
GENSTAR MEDIA
On August 4, 1998, the Company purchased substantially all of the assets of
Genstar Media, a sole proprietorship engaged in the business of offering
websites and e-mail to realtors. These assets included the customer base,
computers and other media equipment, and the business name. The purchase price
consisted of 50,000 shares of the Company's common stock issued to the seller.
The Company valued the securities issued at approximately $225,000 based on the
fair market value of the common stock on the date of acquisition. In addition,
the Company committed to the contingent issuance of common stock having an
aggregate value of $400,000 if certain revenue thresholds were met. During the
years ended June 30, 2000 and 1999, the revenue levels were met and the
additional common stock was issued and the Company allocated an additional
$400,000 to the customer base. During the year ended June 30, 2000, the net
remaining unamortized balance of the customer base relating to these increases
of approximately $267,000 was written off due to uncertain recoverability of the
asset.
HOLLOWAY PUBLICATIONS, INC. ("HPI")
On May 28, 1999, the Company acquired all of the issued and outstanding
common stock of Holloway Publications, Inc., a non-public real estate magazine
publication company, in exchange for 150,872 shares of the Company's common
stock, valued at approximately $971,000 based on the fair market value of the
Company's common stock at the date of acquisition. In addition, subsequent to
the purchase date, the Company paid off all the outstanding bank notes payable
of Holloway Publications, Inc., along with certain accounts payable and
stockholder loans, in the total amount of approximately $475,000. The excess of
cost over the fair market value of the net assets acquired was approximately
$1,304,000, which is being amortized over 15 years.
REAL ESTATE TECHNOLOGY INSTITUTE, INC. ("RETI")
On July 13, 1999, the Company purchased certain intangible assets of Real
Estate Technology Institute, Inc., an Internet web site sales and production
company, for $40,000 cash and 28,000 shares of the Company's common stock valued
at approximately $225,000 based on the fair market value of the Company's common
stock at the date of acquisition.
TERRADATUM, LLC ("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 based on the fair market value of the Company's
common stock at the date of acquisition and $200,000 in cash. The acquisition
agreement calls for additional cash consideration of $1,500,000 if the market
price of the Company's common stock is below certain levels prior to the first
anniversary of the closing date, and has been recorded as
F-14
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 3--BUSINESS ACQUISITIONS (CONTINUED)
a current liability as of June 30, 2000 because the market price of the
Company's common stock is projected to be below the stipulated level. The
purchase price, including the additional payment, was allocated primarily to
purchased technology in the approximate amount of $7,966,000, which is being
amortized over 3 years.
INFORMATION MANAGEMENT COMPANY, INC. ("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 341,151 shares of
the Company's common stock valued at $1,000,000, based on the fair market value
of the stock given in the acquisition. The acquisition agreement provides for
additional consideration of $1,000,000 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 agreement. This amount has
been recorded as additional purchase price and included as additional paid in
capital. The purchase price was allocated primarily to purchased technology in
the approximate amount of $1,918,000, which is being amortized over 3 years.
HOME SEEKERS MAGAZINES, INC ("HMI")
On February 8, 2000, the Company completed the acquisition of Home Seekers
Magazines, Inc., a real estate magazine publication company, for approximately
$1,053,000 in cash and the assumption of approximately $1,189,000 in
liabilities. The excess cost over the fair market value of the net assets
acquired was approximately $1,858,000, which is being amortized over 15 years.
INFORMATION SOLUTIONS GROUP, INC ("ISG")
On April 3, 2000, the Company acquired Information Solutions Group, a real
estate electronic forms provider. The purchase price consisted of 279,400 shares
of the Company's common stock valued at approximately $5,846,000, based upon the
average closing price of the stock on specified days preceding the date of
acquisition, and the assumption of liabilities of approximately $849,000. The
acquisition provides for additional consideration payable in the Company's
common stock depending upon the closing prices of the Company's common stock on
specified days preceding the first anniversary of the closing date if certain
revenue targets are met, for which the Company has recorded an additional
$1,000,000 at June 30, 2000. The purchase price was allocated partially to
intangible assets in the amount of approximately $1,500,000, which are being
amortized over 3 years. The excess of cost over the fair market value of the net
assets acquired was approximately $4,705,000, which is being amortized over
5 years.
CONNECT2CALL.COM ("C2C")
On June 9, 2000, The Company acquired Connect2Call.com, a developer of
voice-over-internet protocol and web-enabled, interactive voice communication
technologies. The purchase price consisted of 347,639 shares of the Company's
common stock valued at approximately $1,434,000 based on the fair market value
of the Company's common stock at the date of acquisition. The acquisition
provides for additional consideration payable in the Company's common stock
depending upon the closing prices of the Company's common stock on specified
days preceding an effective registration and certain earnings
F-15
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 3--BUSINESS ACQUISITIONS (CONTINUED)
targets. The purchase price was allocated primarily to purchased technology and
a covenant not to compete in the approximate amounts of $699,000 and $675,000,
respectively, and is being amortized over three years.
The following unaudited pro forma summary presents financial information as
if the acquisitions discussed above occurred as of the beginning of the
Company's fiscal years ended June 30, 2000 and 1999.
The pro forma amounts include certain adjustments, primarily to record
additional amortization of purchased intangible assets, and do not reflect any
benefits from economies that might be achieved from combining operations.
The pro forma information does not necessarily reflect the actual results
that would have occurred nor is it necessarily indicative of future results of
operation of the combined companies.
<TABLE>
<CAPTION>
2000 1999
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED) ---------- --------
<S> <C> <C>
Revenues............................................... $ 16,199 $ 13,088
========== ========
Net loss............................................... (27,232) (10,129)
========== ========
Basic and diluted net loss per common share............ $ (1.53) $ (.85)
========== ========
</TABLE>
NOTE 4--INVESTMENTS
As of June 30, 2000 and 1999, the Company had investments as follows:
<TABLE>
<CAPTION>
2000 1999
---------- --------
<S> <C> <C>
Investments in marketable securities.................. $1,035,100 $400,000
Investment in non-public company, related party....... 2,500,000 --
---------- --------
$3,535,100 $400,000
========== ========
</TABLE>
Descriptions of the investments, as well as certain transactions occurring
during the years ended June 30, 2000 and 1999, are described in the following
paragraphs.
F-16
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 4--INVESTMENTS (CONTINUED)
INVESTMENTS IN MARKETABLE SECURITIES
The Company's investments in marketable securities are held for an
indefinite period and thus are classified as available for sale. Investments in
marketable securities at June 30, 2000 and 1999 are summarized as follows:
<TABLE>
<CAPTION>
2000 1999
------------------------------------ --------------------------------
GROSS GROSS
UNREALIZED UNREALIZED
GAIN FAIR 1999 GAIN FAIR
COST (LOSS) VALUE COST (LOSS) VALUE
---------- ---------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Common stock...................... $1,242,870 $(830,670) $ 412,200 $ -- $700,000 $ --
Common stock, related party....... 445,700 177,200 622,900 400,000 -- 400,000
---------- --------- ---------- -------- -------- --------
$1,688,570 $(653,470) $1,035,100 $400,000 $700,000 $400,000
========== ========= ========== ======== ======== ========
</TABLE>
COMMON STOCK
During the year ended June 30, 1999, the Company was an investor in an LLC
with Finet.com, a publicly held mortgage company, and the Company entered into a
license agreement with Finet.com in place of this agreement and agreed to
dissolve the LLC. At June 30, 1999 the investment in the LLC had been accounted
for as an offset to stockholders' equity as the primary asset of the LLC was the
Company's common stock.
During the year ended June 30, 2000, the Company sold its 50% interest in
the LLC to Finet.com for 600,000 common shares of Finet.com. The Company
recorded its investment based on the Finet.com quoted market price less a
discount of 15%, as the shares were unregistered. The offset to equity was
eliminated as a result of the sale of the Company's interest. In addition, the
Company entered into a settlement agreement and release with Finet.com whereby
both parties are effectively released from the licensing agreement. The Company
received total cash payments of $753,000, which was recorded as $410,000 in
revenue associated with click-throughs provided and $343,000 for a refund of the
unamortized portion of purchased technology acquired from Finet.com during
fiscal 1999.
COMMON STOCK, RELATED PARTY
The Company owns common stock of Webquest, Inc., a company considered a
related party as an officer and two members of the Company's Board of Directors
are also on the Webquest board.
Prior to fiscal 1999, the Company had received 700,000 shares of Webquest
common stock in lieu of cash payment for the license of technology, and the
associated revenue had been deferred due to collectibility issues. During the
year ended June 30, 1999, the Company sold 400,000 shares of the stock to an
unaffiliated party for $600,000. Since the revenues earned by the Company had
been deferred, the sale of stock enabled the Company to recognize $400,000 in
deferred revenue and a gain on sale of $200,000. Additionally, the Company
acquired an additional 100,000 shares of the common stock as consideration for
selling certain technology which had previously been licensed to Webquest.
Additionally, the Company recorded other comprehensive income during fiscal year
1999 of $700,000 to reverse the write down of the investment that had been
recorded at June 30, 1998.
F-17
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 4--INVESTMENTS (CONTINUED)
During fiscal year 2000, the Company received an additional 400,000 shares
of Webquest common stock in payment of notes and accounts receivable due and as
consideration for the termination of certain operating agreements. At various
dates during fiscal year 2000, the Company sold 54,300 shares of the common
stock recognizing a gain on sale included in other income of approximately
$46,000.
During the years ended June 30, 2000 and 1999, the Company recorded revenues
from the above related party of $370,000 and $501,355, respectively, related to
the technology licensing and custom programming fees.
INVESTMENT IN NON-PUBLIC COMPANY-RELATED PARTY
The Company owns common stock of BuySellBid.com, a company considered a
related party as a Company officer and member of the Board of Directors is also
on the BuySellBid.com board.
During the year ended June 30, 2000, the Company entered into certain
agreements with BuySellBid.com, an unrelated non-public company. These
agreements consisted of an exclusive provider arrangement where the Company
provides all of BuySellBid.com's real estate information, and certain
advertising contracts whereby the Company and BuySellBid.com provide banner
advertising on their respective websites. As a result of these agreements, the
Company received a total of 2,000,000 shares of BuySellBid.com common stock in
exchange for 507,615 shares of the Company's common stock and a $1,000,000 cash
payment. Valuation of the common stock acquired was based on the offering price
of shares being sold in a private placement offering at the time the agreements
were entered into, resulting in a total value of $5,000,000 for BuySellBid.com
common stock. The advertising agreements were being amortized to revenue and
expenses over their respective terms (see Note 14). At June 30, 2000, the
Company has reserved $2,500,000 of the value of the investment due to the
impairment resulting from continuing losses of BuySellBid.com and the
uncertainties of recovery.
NOTE 5--INVESTMENT IN FOREIGN AFFILIATE
In May 2000, the Company completed an agreement to acquire an equity
interest in, and enter into an operating agreement with the property portal!
Limited, a Hong Kong company that operates an Asian Internet real estate portal
("pp.com").
In the transaction, the Company issued 1,638,750 of its common shares,
valued at approximately $6,452,000, in exchange for 1,613,000 shares of pp.com,
representing approximately a 23% ownership of pp.com. In addition, the Company
issued to the stockholders of pp.com fully vested warrants to purchase an
aggregate of 1,000,000 shares of the Company's common stock at $7 per share. The
warrants are exercisable for one year after the date of issue. The estimated
fair value of the warrants, $1,270,000, was recorded as a component of the
investment in pp.com, and valued using the Black-Scholes valuation method using
a volatility of 1.226.
The operating agreement is a technology consulting and license agreement
whereby the Company granted a license to its products for sales in the territory
of the People's Republic of China (including Hong Kong and Taiwan), Malaysia,
Singapore and Thailand. Pursuant to the agreement, the Company is to be paid an
initial fee of $1,800,000. The Company received $200,000 in May 2000 and is to
receive $1,600,000 following the completion of a defined trial period. After the
first anniversary date of the agreement, pp.com is to pay the Company a royalty
equal to 14% of all revenue derived from the
F-18
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 5--INVESTMENT IN FOREIGN AFFILIATE (CONTINUED)
commercial use by pp.com of any services or technology provided by the Company.
The agreement is for a period of ten years, subject to earlier termination by
the parties under certain terms of the agreement.
The investment in pp.com is accounted for using the equity method of
accounting, with inter-company accounts and transactions eliminated. The
Company's equity in the net loss of pp.com for period May 16 to June 30, 2000
was $81,308, which was included in other income (loss). The excess of the
Company's cost of the investment over the Company's equity in the net assets of
pp.com is being amortized over a period of three years. Amortization expense for
the year ended June 30, 2000 was $310,988. Payments received from pp.com under
the operating agreement will be applied as a reduction of the investment until
such time as the investment is fully recovered, then recognized as other income
thereafter.
Summarized financial information for pp.com as of June 30, 2000 and for the
year then ended is as follows:
<TABLE>
<S> <C>
Balance sheet information
Current assets............................................ $ 1,322,124
Noncurrent assets......................................... 1,069,469
Current liabilities....................................... (810,804)
Noncurrent liabilities.................................... (12,219)
-----------
Net assets................................................ $ 1,568,570
===========
Statement of operations information
Revenues.................................................. $ 54,830
===========
Net loss.................................................. $(2,858,667)
===========
HomeSeekers.com Incorporated share of pp.com's net assets... $ 364,222
===========
</TABLE>
NOTE 6--PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at June 30:
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Computer equipment....................................... $3,132,682 $1,315,823
Computer software........................................ 2,173,503 210,001
Furniture and office equipment........................... 629,768 296,123
Leasehold improvements................................... 300,367 156,447
Vehicles................................................. 55,000 55,000
---------- ----------
6,291,320 2,033,394
Less: accumulated depreciation and amortization.......... (2,128,518) (863,717)
---------- ----------
$4,162,802 $1,169,677
========== ==========
</TABLE>
Depreciation expense for the fiscal years ended June 30, 2000 and 1999
amounted to $1,202,324 and $281,789, respectively. The Company has computer
equipment and software with a net book value of $148,550 and $46,862,
respectively (accumulated depreciation of $102,669 and $76,295, respectively)
under capital leases at June 30, 2000 and 1999.
F-19
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 7--PURCHASED INTANGIBLE ASSETS
Purchased intangible assets consist of the following at June 30:
<TABLE>
<CAPTION>
AMORTIZATION
PERIOD 2000 1999
------------ ----------- ----------
<S> <C> <C> <C>
Acquired technology.................... 3 years $10,582,655 $ 450,000
Cost in excess of net assets of
acquired businesses.................. 3-15 years 8,963,592 2,193,844
Covenants not to compete............... 3 years 1,289,632 --
Customer lists......................... 3 years 1,478,806 335,000
Exclusive provider agreements.......... 3 years 1,841,380 --
Other.................................. 1-2 years 525,276 --
----------- ----------
24,681,341 2,978,844
Less accumulated amortization.......... (4,150,489) (602,228)
----------- ----------
$20,530,852 $2,376,616
=========== ==========
</TABLE>
Amortization expense was $3,799,870 and $241,025 for the years ended
June 30, 2000 and 1999, respectively.
During the fourth quarter of the year ended June 30, 2000, the Company
evaluated certain of its purchased technology and elected to decrease the
amortization period from 5 to 3 years resulting in additional amortization
expense of $298,000. In accordance with APB 20, this change in accounting
estimate was accounted for by adjusting amortization in the fourth quarter and
future periods.
NOTE 8--LONG-TERM DEBT
Long-term debt at June 30, 2000 and 1999 consisted of the following:
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Notes payable to unrelated parties, with interest rates from
5.7% to 9.5%, collateralized by personal guarantees of
certain employees and stockholders of the Company......... $ 91,970 $ --
Note payable to related party, with interest at 12%,
unsecured, no specific repayment terms,................... -- 13,000
Capital lease obligations (Note 11)......................... 159,575 75,338
-------- --------
Total....................................................... 251,545 88,338
Less current portion........................................ (98,324) (38,752)
-------- --------
Long-term portion........................................... $153,221 $ 49,586
======== ========
</TABLE>
Future maturities of long-term debt at June 30, 2000 are as follows:
<TABLE>
<CAPTION>
Year ending June 30:
<S> <C>
2001...................................................... $ 98,324
2002...................................................... 78,985
2003...................................................... 45,796
2004...................................................... 14,900
2005...................................................... 13,540
--------
Total $251,545
========
</TABLE>
F-20
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 8--LONG-TERM DEBT (CONTINUED)
During the year ended June 30, 1999, convertible debt in the amount of
$141,000 was exchanged for the Company's common stock at the rate of one share
of the Company's common stock for each $2 of indebtedness. As of June 30, 1999,
all of the convertible debt had either been repaid or converted into common
stock.
The interest rate on capitalized leases varies from 12.0% to 32.1% and is
imputed based on the lessor's implicit rate of return.
NOTE 9--STOCKHOLDERS' EQUITY
On July 15, 1997, the Company amended its articles of incorporation
regarding authorized shares. The Company is authorized to issue 50,000,000
shares of common stock, par value $.001 per share, 5,000,000 shares of Series A
preferred stock, par value $.001 per share, 200,000 shares of Series B preferred
stock, par value $10.00 per share, and 4,800,000 shares of undesignated
preferred stock, par value $.001 per share. On the same date, the Company filed
a Certificate of Designation creating a class of 400,000 shares of Series C
preferred stock, par value $.001 per share.
COMMON STOCK
As of June 30, 2000, the Company has reserved a total of 9,625,534 shares of
common stock pursuant to outstanding warrants and options. Warrants to purchase
1,026,039 and 1,082,845 common shares were exercised during fiscal 2000 and 1999
at prices averaging $2.96 and $2.85 per share. Options to purchase 677,497 and
149,376 common shares were exercised during fiscal 2000 and 1999 at an average
price of $2.21 and $1.56 per share.
COMMON STOCK WARRANTS
Warrants for the purchase of common shares that were issued and outstanding
as of June 30, 2000 are summarized below:
<TABLE>
<CAPTION>
NUMBER OF EXERCISE
WARRANTS PRICE EXPIRATION
--------- ----------- ----------
<S> <C> <C>
100,000 $ 1.47 2001-2002
506,377 2.00-2.95 2001-2004
252,611 3.00-3.50 2001-2004
403,100 4.00-4.56 2001-2003
150,000 5.50 2002
50,000 6.06 2002
1,000,000 7.00 2003
95,000 10.19-10.81 2002-2003
---------
2,557,088
=========
</TABLE>
During fiscal 2000, a total of 1,809,877 warrants expiring on various dates
in 2000 through 2004 to purchase common shares at exercise prices of $2.38 to
$10.81 were issued to consultants and investors. During fiscal 1999, a total of
1,154,708 warrants expiring on various dates in 1999 through 2004 to purchase
common shares at exercise prices of $2.00 to $6.25 were issued to consultants
and investors.
F-21
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 9--STOCKHOLDERS' EQUITY (CONTINUED)
CONVERTIBLE PREFERRED STOCK
SERIES A
Series A convertible preferred stock has a par value of $.001 and is
entitled to a cumulative dividend, when declared, of 15% per annum based upon a
value of $2 per share. At the option of the board of directors, each share of
stock can be redeemed at $2 per share, or, at the option of the shareholder,
each share of stock can be converted to common stock at a rate of two shares of
common stock for each share of preferred. Upon conversion to common stock,
accumulated dividends shall be paid through the issuance of additional common
shares or the payment of cash at the option of the board of directors. Each
share of series A convertible preferred stock is entitled to the voting rights
of five shares of common stock. During the year ended June 30, 1999, all 692,000
outstanding shares of Series A convertible preferred stock and the related
dividends were converted into common stock.
SERIES B
Series B convertible preferred stock has a par value of $10.00 and is
entitled to a cumulative dividend, when declared, of 9% per annum based upon a
value of $10 per share. At the option of the board of directors, each share of
stock can be redeemed at $10 per share or can be converted to common stock at a
rate of five shares of common stock for each share of preferred. Conversion to
common stock cannot occur until at least six months after issuance and if the
listed price of the Company's common stock has been at least $3 for at least ten
consecutive trading days with an aggregate volume of no less than 20,000 shares.
Upon redemption or conversion to common stock, accumulated dividends shall be
paid. Each share of Series B convertible preferred stock is not entitled to the
voting rights of common stock.
SERIES C
Series C convertible preferred stock has a par value of $.001 and is
entitled to a cumulative dividend, payable annually in arrears, of 6% per annum
based upon a value of $10 per share. Each share of Series C convertible
preferred stock may be converted into common stock at the higher price of $3.00
per share or at a price per share equal to 75% of the average of the closing bid
prices of the common stock of the Company for the five trading days preceding
the closing of the Company's private offering of Series C convertible preferred
stock. Each share of Series C convertible preferred stock is not entitled to the
voting rights of common stock.
At June 30, 2000 and 1999, there were no outstanding shares of Series A,
Series B or Series C convertible preferred stock. Additionally, in September
2000, the board of directors authorized a first amended Certificate of
Designation to reclassify all previously designated series of preferred stock;
accordingly, the Company currently has 5,000,000 authorized shares of
undesignated preferred stock.
DIVIDENDS
Due to the conversion of 692,000 shares of Series A convertible preferred
stock to common stock in fiscal 1999, the Company paid dividends in arrears on
the converted shares at an average rate of $0.86 per share. The dividends were
paid by the issuance of 108,432 shares of common stock.
F-22
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 9--STOCKHOLDERS' EQUITY (CONTINUED)
At June 30, 1999, all dividends in arrears on the convertible preferred
stock were paid in full.
NOTE 10--1996 STOCK OPTION PLAN
On October 9, 1996, the Company's Board of Directors ratified a stock option
plan under which the Company may grant qualified and non-qualified incentive
stock options to employees, directors, and consultants. As part of the
provisions of the plan, the Company may grant, but is not obligated to grant,
options that include reload features.
Options granted generally have terms from one to five years from the date of
grant and generally vest immediately or ratably over their terms. The exercise
price of incentive stock options granted under the plan may not be less than
100% of the fair market value of the Company's common stock on the date of the
grant. For a person who at the time of the grant owns stock representing 10% of
the voting power of all classes of the Company's stock, the exercise price of
the incentive stock options granted under the plan may not be less than 110% of
the fair market value of the common stock on the date of the grant. During
fiscal year 1999, the Company amended and restated the 1996 Stock Option Plan to
allow employees 90 days after separation from the Company to exercise all vested
options. In addition, during fiscal year 2000, the stockholders approved an
amendment to increase the authorized shares under the plan from 5,500,000 shares
to 11,500,000 shares.
The Company applies APB Opinion 25 in accounting for its fixed stock option
plan. Accordingly, since the market value and the option price of the Company's
stock were equal on the measurement date, no compensation cost has been
recognized for the plan in 2000 and 1999. Had compensation cost been determined
on the basis of fair value pursuant to FASB Statement No. 123, net loss and
earnings per share would have been impacted as follows:
(Amounts in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Net Loss
As reported............................................ $(25,034) $(4,842)
======== =======
Pro forma.............................................. $(28,280) $(7,165)
======== =======
Basic and Diluted Loss Per Share
As reported............................................ $ (1.47) $ (.53)
======== =======
Pro forma.............................................. $ (1.66) $ (.70)
======== =======
</TABLE>
The pro forma amounts were estimated using the Black-Scholes option-pricing
model with the following assumptions for fiscal 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
Dividend Yield....................................... 0% 0%
Risk-Free Interest Rate.............................. 5.5-6.9% 5.5%
Expected Life........................................ 3-7 years 3-8 years
Expected Volatility.................................. 121.10% 108.40%
</TABLE>
Expected lives are equal to the remaining option terms for both years,
dividend yields are 0% since the Company does not intend to pay dividends on its
common stock in the near term.
F-23
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 10--1996 STOCK OPTION PLAN (CONTINUED)
Following is a summary of the status of options outstanding during the years
ended June 30:
<TABLE>
<CAPTION>
2000 1999
------------------------------------- ---------------------------------
WEIGHTED NUMBER WEIGHTED
NUMBER OF EXERCISE AVERAGE OF SHARES EXERCISE AVERAGE
SHARES UNDER PRICE EXERCISE UNDER PRICE EXERCISE
OPTIONS RANGE PRICE OPTION RANGE PRICE
------------ ----------- -------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at July 1............... 4,082,874 $ 1.47-9.97 $2.58 3,609,200 $1.47-6.50 $1.76
Granted............................. 4,310,038 2.31-22.50 7.14 1,266,250 1.47-9.97 4.90
Canceled............................ (646,969) 1.47-21.13 9.62 (643,200) 1.47-6.50 3.00
Exercised........................... (677,497) 1.47-9.44 2.21 (149,376) 1.47-3.62 1.56
--------- ---------
Outstanding at June 30.............. 7,068,446 $1.47-22.50 4.95 4,082,874 1.47-9.97 2.58
========= =========
Options exercisable at June 30...... 3,179,159 $2.54 3,617,749 $1.98
========= =========
</TABLE>
The weighted average grant date fair value of options granted during 2000 and
1999 was $5.57 and $1.32, respectively.
The following table summarizes information regarding stock options
outstanding at June 30, 2000:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
REMAINING WEIGHTED WEIGHTED
EXERCISE OUTSTANDING CONTRACTUAL AVERAGE EXERCISABLE AVERAGE
PRICE RANGE OPTIONS LIFE (IN YEARS) EXERCISE PRICE OPTIONS EXERCISE PRICE
----------- ----------- --------------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
$1.47....... 2,040,958 2.16 $ 1.47 2,040,958 $ 1.47
2.00-2.97.. 2,352,654 3.94 2.00-2.97 600,159 2.00-2.97
3.00-4.37.. 109,000 5.80 3.00-4.37 2,500 3.00-4.37
4.50-6.56.. 788,936 3.82 4.00-6.56 339,248 4.00-6.56
6.75-10.00.. 801,148 5.12 6.75-10.00 162,503 6.75-10.00
10.13-14.94.. 723,000 5.49 10.13-14.94 26,417 10.13-14.94
15.25-22.50.. 252,750 5.76 15.25-22.50 7,374 15.25-22.50
--------- ---------
7,068,446 3,179,159
========= =========
</TABLE>
F-24
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 11--COMMITMENTS AND CONTINGENCIES
LEASES
The Company has property and equipment under capital leases with maturity
dates from November 2000 to March 2003. Certain of the leases are secured by the
personal guarantee of a shareholder. In addition, the Company leases its
facilities under various non-cancelable operating leases. Several facility
leases include an escalation clause based on the consumer price index and are
adjusted on an annual basis. The Company also has service agreements with
Internet access providers. Future minimum payments under all capital and
operating leases as of June 30, 2000 are as follows:
<TABLE>
<S> <C> <C>
YEARS ENDING OPERATING CAPITAL
JUNE 30: LEASES LEASES
--------------------------------------- ---------- ----------
2001 $826,850 $ 96,805
2002 808,549 63,836
2003 720,283 29,852
2004 680,754 --
2005 312,100 --
Thereafter 335,520 --
---------- ----------
</TABLE>
<TABLE>
<S> <C> <C>
Total minimum lease payments $3,684,056 190,493
==========
Less: amount representing interest (30,918)
----------
Present value of future minimum lease payments
159,575
Less: current portion 76,751
----------
Long-term portion $ 82,824
==========
</TABLE>
Rental expense for all operating leases was $559,370 and $136,283 for the
years ended June 30, 2000 and 1999, respectively.
EMPLOYMENT AGREEMENTS
The Company has employment agreements with four executive officers for
periods ranging from three to five years. The agreements call for annual
salaries of $144,000 to $200,000, plus bonuses as determined by the Board of
Directors or based on defined income before taxes. In the event of a change in
control of the Company, as defined, and employment termination, the officers are
entitled to payments up to five times the sum of the highest annual salary and
bonuses received during the term of employment.
The Company also has employment agreements with other employees calling for
annual salaries, bonuses and the grant of stock options. Certain of the
agreements were negotiated in connection with business acquisitions.
F-25
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 11--COMMITMENTS AND CONTINGENCIES (CONTINUED)
LEGAL PROCEEDINGS
In April 2000, a former employee filed a claim against the Company in
Douglas County, Nevada District Court. The claim related to alleged breaches by
the Company of the employee's employment agreement with the Company. The claim
sought the payment of certain compensation, benefits and compensatory and
punitive damages in excess of $1.2 million. On August 21, 2000, the claims of
all parties were dismissed with prejudice pursuant to a stipulation of the
parties. The Company made a payment to the employee of $150,000 in connection
with the settlement.
The Company is subject to legal proceedings and claims arising in the
ordinary course of business. Although occasional adverse decisions or
settlements may occur, management believes that the final disposition of such
matters will not have a material adverse effect on the Company's business,
financial position or results of operations.
NOTE 12--INCOME TAXES
Deferred taxes result from temporary differences in the recognition of
certain revenue and expense items for income tax and financial reporting
purposes. The significant components of the Company's deferred taxes were as
follows as of June 30:
<TABLE>
<CAPTION>
2000 1999
----------- ----------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryover...................... $ 9,537,214 $3,647,740
Deferred revenue.................................. 1,708,142 1,059,322
Amortization of goodwill.......................... 472,409 118,812
Accrued expenses and other........................ 84,720 43,226
----------- ----------
11,802,485 4,869,100
Deferred tax liabilities:
Depreciation...................................... (65,790) (30,931)
----------- ----------
11,736,695 4,838,169
Less: Valuation allowance........................... (11,736,695) (4,838,169)
----------- ----------
Net deferred taxes................................ $ -- $ --
=========== ==========
</TABLE>
A valuation allowance has been established due to the Company's accumulated
losses. The increase in the valuation allowance was $6,898,526 and $1,664,923
for the years ended June 30, 2000 and 1999, respectively. In addition, the
Company has available at June 30, 2000, approximately $28,000,000 of unused
operating loss carry forwards that may be applied against future taxable income
and that expire in various years from 2008 to 2020. The utilization of these
loss carryforwards may be limited by certain events including an ownership
change as defined by the Internal Revenue Code.
Deferred tax assets relating to net operating loss carryforwards as of
June 30, 2000 include approximately $1,190,000 associated with stock option
activity for which subsequent recognized tax benefits, if any, will be credited
directly to shareholders' equity.
F-26
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 12--INCOME TAXES (CONTINUED)
The principal reasons for the difference between the effective income tax
rate and the federal statutory income tax rate are as follows:
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Federal benefit expected at statutory rate......... $(8,511,560) $(1,694,701)
Valuation allowance................................ 6,898,526 1,609,094
Write-down of investment........................... 850,000 --
Goodwill amortization.............................. 739,862 55,794
Non-deductible expenses............................ 23,172 29,813
----------- -----------
$ -- $ --
=========== ===========
</TABLE>
NOTE 13--SUBSEQUENT EVENTS
On July 21, 2000, the Company completed the acquisition of Immediate Results
Through Intuitive Systems, LLC, a provider of productivity software to real
estate professionals. The Company paid $25,000 cash and issued 500,000 shares of
the Company's common stock valued at $1,250,000. The purchase agreement provides
for additional consideration of up to 2,900,000 shares of the Company's common
stock on specified dates within the first year of the agreement. The value of
the shares issued and issuable need not exceed $8,975,000.
During the period July 1 through September 5, 2000, the Company sold
1,488,334 shares of the Company's common stock to institutional investors at
prices ranging from $2.50 to $3.00 per share, resulting in cash proceeds to the
Company of approximately $3,638,000.
During the period July 1 through September 5, 2000, the Company issued
warrants to directors and investors to purchase a total of 769,250 common shares
of the Company at prices ranging from $1.50 to $3.00 per share.
During the period July 1 through August 4, 2000, the Company granted options
to employees to purchase a total of 1,254,468 common shares of the Company at
prices ranging from $2.03 to $3.00 per share.
NOTE 14--QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
RESTATEMENT OF UNAUDITED QUARTERLY FINANCIAL RESULTS
As described in Note 4 to the consolidated financial statements, the Company
entered into various agreements with BuySellBid.com, a related company, which
included the purchase and sale of advertising on their respective websites.
Subsequent to the issuance of the Company's financial results for the second and
third quarters in fiscal year 2000, it was determined that these advertising
arrangements should be treated as a non-monetary exchange resulting in
advertising revenue being netted with advertising expenses, instead of being
reported as revenue.
The Company has also reevaluated the recognition of revenue in connection
with two separate advertising and marketing agreements in which it has received
$1,050,000 as of June 30, 2000, and for which it reported revenue of
approximately $676,000 in the third quarter. The Company has elected to
F-27
<PAGE>
HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
NOTE 14--QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (CONTINUED)
defer and recognize the amounts received over the three and five year
contractual terms of the arrangements.
Summarized unaudited quarterly financial information for the years 2000 and
1999 are noted below (in thousands, except per share amounts):
<TABLE>
<CAPTION>
2ND QUARTER 2ND QUARTER 3RD QUARTER 3RD QUARTER
1ST QUARTER AS REPORTED RESTATED AS REPORTED RESTATED 4TH QUARTER
----------- ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Fiscal year 2000
Revenues..................... $1,443 $2,712 $2,574 $4,312 $3,396 $ 3,677
Loss from operations......... $2,751 $5,119 $4,923 $5,203 $5,786 $12,052
Net loss..................... $2,638 $4,983 $4,787 $5,101 $5,684 $11,925
Basic and diluted net loss
per share.................. $ 0.17 $ 0.30 $ 0.28 $ 0.29 $ 0.32 $ 0.70
</TABLE>
The above restatements do not affect previously reported net cash flows for
the quarterly periods.
<TABLE>
<CAPTION>
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Fiscal year 1999
Revenues...................................... $ 375 $1,068 $1,130 $ 846
Loss from operations.......................... $ 957 $ 597 $ 993 $2,612
Net loss...................................... $ 963 $ 587 $ 726 $2,566
Basic and diluted net loss per share.......... $0.14 $ 0.08 $ 0.11 $ 0.20
</TABLE>
F-28
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
<TABLE>
<S> <C> <C>
HOMESEEKERS.COM, INCORPORATED
By: /s/ GREGORY L. COSTLEY
-----------------------------------------
Gregory L. Costley
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
immediately below constitutes and appoints Gregory L. Costley and John Giaimo,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this Form 10-KSB and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ GREGORY L. COSTLEY Chairman, Chief Executive Officer October 6, 2000
-------------------------------------- and Director (Principal
Gregory L. Costley Executive Officer, Principal
Financial Officer and Principal
Accounting Officer)
/s/ JOHN GIAIMO President, Chief Operating Officer October 6, 2000
-------------------------------------- and Director
John Giaimo
/s/ GREG JOHNSON Executive Vice President, Chief October 6, 2000
-------------------------------------- Technology Officer and Director
Greg Johnson
/s/ DAVID HOLMES Director October 6, 2000
--------------------------------------
David Holmes
/s/ BRADLEY N. ROTTER Director October 6, 2000
--------------------------------------
Bradley N. Rotter
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
--------------------- ------------------------------------------------------------
<C> <S> <C>
3.1 Articles of Incorporation of the Company (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-3, as amended (Commission File
No. 333-32586), filed with the Securities and Exchange
Commission (the "Commission") on March 15, 2000 (the
"S-3").
3.2 Amended and Restated Bylaws of HomeSeekers.com, Incorporated
(incorporated by reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K, as filed with the Commission
on May 23, 2000).
4.1 Form of Common Stock Warrant (incorporated by reference to
Exhibit 2 to the property portal!, Limited's Schedule 13D
(Commission File No. 005-55337), as filed with the
Commission on May 26, 2000).
4.2 Form of Common Stock Warrant (incorporated by reference to
Exhibit 4.3 to the S-3).
10.1 Exclusive Provider and Advertising Agreement, dated as of
September 30, 1999, between the Company and
BuySellBid.com, Inc. (incorporated by reference to
Exhibit 10.1 to the Company 10-QSB (Commission File
No. 000-23835) for the period ended September 30, 1999).
10.2* Amended and Restated 1996 Stock Option Plan (incorporated by
reference to Exhibit 6.1 to the Company's 10-KSB
(Commission File No. 000-23825) for the year ended
June 30, 1999 (the "1999 10-KSB")).
10.3* Amendment No. 1 to HomeSeekers.com, Incorporated Amended and
Restated 1996 Stock Option Plan (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on
Form S-8 (Commission File No. 333-44786), as filed with
the Commission on August 30, 2000).
10.4* Employment Agreement between the Company and John Giaimo
dated March 9, 1999 (incorporated by reference to
Exhibit 6.6 to the 1999 10-KSB).
10.5* Employment Agreement between the Company and Greg Johnson
dated March 9, 1999 (incorporated by reference to
Exhibit 6.7 to the 1999 10-KSB).
10.6* Employment Agreement between the Company and Doug Swanson
dated March 9, 1999 (incorporated by reference to Exhibit
6.8 to the 1999 10-KSB).
10.7* Employment Agreement between the Company and Greg Costley
dated August 23, 1999 (incorporated by reference to
Exhibit 6.11 to the 1999 10-KSB).
16.1 Letter on Change in Certifying Accountant.
21.1 Subsidiaries of Registrant.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Albright, Persing & Associates, Ltd.
24.1 Powers of Attorney (contained in the signature page of this
Form 10-KSB).
27.1 Financial Data Schedule.
</TABLE>
------------------------
* Management contract or compensatory arrangement.
