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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________to________________
Commission File Number: 0-23835
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HOMESEEKERS.COM, INCORPORATED
(Exact name of registrant as specified in its charter)
NEVADA 87-0397464
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(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
6490 S. MCCARRAN BOULEVARD, SUITE D-28, RENO, NV 89509
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (775) 827-6886
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.)
YES X NO
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 23,703,938 shares of common
stock, $ .001 par value, outstanding as of November 8, 2000.
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HOMESEEKERS.COM, INCORPORATED
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2000
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements: Page
<S> <C> <C>
Consolidated Condensed Balance Sheets as of
September 30, 2000 and June 30, 2000 .......................................... 3
Consolidated Condensed Statements of Operations
for the Quarters ended September 30, 2000 and 1999 ............................ 4
Consolidated Condensed Statements of Cash Flows for
the Quarters ended September 30, 2000 and 1999 ................................ 5
Notes to Consolidated Condensed Financial Statements .......................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................................... 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk .................... 16
PART II OTHER INFORMATION
Item 1. Legal Proceedings ............................................................. 17
Item 2. Changes in Securities and Use of Proceeds ..................................... 17
Item 3. Defaults Upon Senior Securities ............................................... 18
Item 4. Submission of Matters to a Vote of Security Holders ........................... 18
Item 5. Other Information ............................................................. 18
Item 6. Exhibits and Reports on Form 8-K .............................................. 18
SIGNATURES ...................................................................................... 19
</TABLE>
2
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HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents ......................................... $ 1,483 $ 2,078
Accounts receivable, net of allowance for uncollectible
accounts of $162 and $141 ..................................... 1,408 1,023
Accounts and notes receivable, related parties .................... 151 159
Prepaid expenses .................................................. 810 897
----------- -----------
Total current assets .......................................... 3,852 4,157
Investments, net of valuation allowance of $2,462 and $3,153 ........... 2,207 3,535
Investment in foreign affiliate ........................................ 6,895 7,517
Property and equipment, net ............................................ 3,385 4,163
Purchased intangible assets, net of accumulated amortization
of $6,524 and $4,150 .............................................. 21,317 20,531
Other assets ........................................................... 307 123
----------- -----------
$ 37,963 $ 40,026
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable .................................................. $ 1,905 $ 1,570
Accrued payroll and other liabilities ............................. 1,559 1,479
Liability under purchase agreement ................................ 1,500 1,500
Long-term obligations, current portion ............................ 322 99
Deferred revenue .................................................. 4,554 4,162
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Total current liabilities ..................................... 9,840 8,810
Long-term liabilities
Long-term obligations ............................................. 261 153
Deferred revenue .................................................. 948 862
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Total long-term liabilities ................................... 1,209 1,015
Commitments and contingencies
Stockholders' equity
Common stock, $.001 par; 50,000,000 shares
authorized; 23,404,735 and 21,433,210 shares issued
and outstanding ............................................... 23 21
Additional paid in capital ........................................ 76,798 72,113
Accumulated deficit ............................................... (49,626) (40,960)
Note receivable from officer ...................................... (320) (320)
Accumulated other comprehensive income (loss) ..................... 39 (653)
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Total stockholders' equity .................................... 26,914 30,201
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$ 37,963 $ 40,026
=========== ===========
</TABLE>
See notes to consolidated condensed financial statements.
3
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HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED SEPTEMBER 30, 2000 and 1999
(Amounts in thousands, except share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Revenues .................................. $ 4,414 $ 1,443
Cost of revenues .......................... 2,925 369
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Gross profit ......................... 1,489 1,074
Operating expenses ........................ 9,330 3,825
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Loss from operations ...................... (7,841) (2,751)
Other income (expense):
Interest expense ..................... (21) (1)
Interest income ...................... 21 --
Other, net ........................... (823) 114
------------ ------------
(823) 113
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Net loss .................................. (8,664) (2,638)
Other comprehensive income ................ 692 --
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Total comprehensive loss .................. $ (7,972) $ (2,638)
============ ============
Basic and diluted net loss per
common share ......................... $ (.39) $ (.17)
============ ============
Shares used in computing basic and
diluted per share data ............... 22,393,483 15,136,676
============ ============
</TABLE>
See notes to consolidated condensed financial statements.
4
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HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED SEPTEMBER 30, 2000 and 1999
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities
Net loss ............................................................ $ (8,664) $ (2,638)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation .................................................... 399 249
Amortization .................................................... 2,586 21
Loss on sale of securities ...................................... 822 -
Common stock and warrants issued for services ................... 312 -
Changes in assets and liabilities net of effects from acquisitions
Accounts receivable ............................................. (242) 60
Accounts receivable, related parties ............................ 8 (123)
Prepaid expenses ................................................ 87 (478)
Other assets .................................................... (154) (67)
Accounts payable ................................................ (2) (487)
Accrued payroll and other liabilities ........................... (413) 214
Deferred revenue ................................................ 478 118
------------ ----------------
Net cash used in operating activities ...................... (4,783) (3,131)
Cash flows from investing activities
Purchase of property and equipment .................................. (480) (164)
Purchase of intangible assets ....................................... - (499)
Business acquisitions, net of cash .................................. - (173)
Proceeds from sales of investments .................................. 1,198 -
Increase in other assets ............................................ - (166)
------------ ----------------
Net cash provided by (used in) investing activities ........ 718 (1,002)
Cash flows from financing activities
Proceeds from notes payable - related parties ....................... - 25
Repayments of debt .................................................. (105) -
Net proceeds from sale/exercise of common stock,
options, and warrants ........................................... 3,575 917
------------ ----------------
Net cash provided by financing activities .................. 3,470 942
------------ ----------------
Net increase (decrease) in cash .......................................... (595) (3,191)
Cash and cash equivalents at beginning of period ......................... 2,078 10,617
------------ ----------------
Cash and cash equivalents at end of period ............................... $ 1,483 $ 7,426
============ ================
</TABLE>
See notes to consolidated condensed financial statements.
5
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HOMESEEKERS.COM, INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)
FOR THE QUARTERS ENDED SEPTEMBER 30, 2000 and 1999
(Amounts in Thousands)
(Unaudited)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
Cash paid for interest ........................................... $ 21 $ 1
============= ===========
Cash paid for income taxes ....................................... $ - $ -
============= ===========
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
2000 1999
------------ -----------
<S> <C> <C>
Common stock issued for advertising/exclusive
provider arrangement ......................................... $ - $ 3,091
Common stock issued for investment ................................ - 3,000
Net decrease in investments and increase in comprehensive loss .... 692 -
Common stock issued for payment of accrued liabilities ............ - 200
Adjustment of purchase price for contingent consideration ......... 403 -
Equipment acquired under capital lease ............................ 71 -
BUSINESS ACQUISITIONS
Shares issued in business acquisitions ............................ $ (1,203) $ (9,960)
Cash paid ......................................................... - (200)
Accounts receivable, net .......................................... 145 343
Prepaid expenses .................................................. 30 30
Property and equipment ............................................ 298 119
Purchased intangible assets ....................................... 1,925 11,633
------------ ------------
Liabilities assumed and transaction costs ......................... $ 1,195 $ 1,965
============ ============
</TABLE>
See notes to consolidated condensed financial statements.
6
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HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The Company's financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnote disclosures
required by generally accepted accounting principles for complete financial
statements. These financial statements are unaudited and, in the opinion of
management, all adjustments (which include only normal recurring adjustments)
considered necessary for a fair presentation, have been included. These
financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company's Form 10-KSB/A
Amendment No. 1 for the year ended June 30, 2000, previously filed with the
Securities and Exchange Commission. The results of operations for the quarter
ended September 30, 2000 are not necessarily indicative of the results that will
be realized for a full year. Certain prior period amounts have been reclassified
to conform to the current period's presentation.
NOTE 2 - EQUITY TRANSACTIONS
During the quarter ended September 30, 2000, the Company sold 1,388,334
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 $3,575,000.
During the quarter ended September 30, 2000, the Company issued a total
of 83,191 shares of the Company's common stock valued at approximately $189,000
for services.
NOTE 3 - ACQUISITION
On July 21, 2000, the Company completed the acquisition of Immediate
Results Through Intuitive Systems, LLC ("IRIS"), a provider of productivity
software to real estate professionals. The acquisition has been accounted for
using the purchase method of accounting. The Company paid $25,000 cash and
issued 500,000 shares of the Company's common stock valued at $1,203,000, based
on an average of closing prices per share of the Company's common stock just
prior to and after July 21, 2000. The terms of the purchase agreement provide
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. The aggregate
purchase price to be allocated to the purchased intangibles will be adjusted as
such additional shares are issued or deemed probable to be issued.
7
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HOMESEEKERS.COM, INCORPORATED
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
(Unaudited)
<TABLE>
The total purchase price is as follows:
<S> <C>
Company's common stock ........................... $ 1,203,000
Liabilities assumed .............................. 1,077,922
Transaction costs ................................ 116,690
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$ 2,397,612
==============
Allocated as follows:
Tangible assets acquired ......................... $ 473,122
Non-compete covenants ............................ 500,000
Purchased technology ............................. 1,424,490
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$ 2,397,612
==============
</TABLE>
The following unaudited pro forma summary presents financial
information for the quarters ended September 30, 2000 and 1999 as if the
acquisition occurred as of July 1, 1999. The pro forma amounts include certain
adjustments, primarily to record additional amortization of purchased intangible
assets and deferred revenue, 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
indicative of future results of operations of the combined companies. (Amounts
in thousands, except per share data).
<TABLE>
<CAPTION>
September 30, September 30,
2000 1999
<S> <C> <C>
Revenues ..................................................... $ 4,956 $ 1,850
Net loss ..................................................... $(8,179) (3,246)
Net loss per common share - basic and diluted ................ $ (0.36) $ (0.21)
</TABLE>
NOTE 4 - RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued
Statement No. 133 ("FAS 133"), Accounting for Derivative Instruments and
Hedging Activities, as amended, which became effective for the Company for
the quarter ended September 30, 2000. The adoption of FAS 133 did not have a
significant effect on earnings or the financial position of the Company.
8
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NOTE 5 - SUBSEQUENT EVENTS
On November 7, 2000, the Company entered into an agreement with eBay
Inc. to create a private labeled real estate website and pursue joint marketing
opportunities. The agreement, which has a term of three years, also provides for
revenue sharing between the parties and for payment of certain marketing fees to
the Company.
In connection with the execution of the agreement, the Company has
agreed to issue eBay a warrant to purchase 1,200,000 shares of the Company's
common stock at an exercise price of $1.50 per share. The warrant has a
one-year term and the Company has agreed to register the underlying shares of
common stock for resale under the Securities Act of 1933, as amended (the
"Securities Act").
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
We have experienced recurring losses from operations and have an
accumulated deficit of approximately $49.6 million at September 30, 2000. In
addition, it is imperative that we complete a significant financing in the near
future to fund our operations. In addition, we have only a limited operating
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.
9
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RESULTS OF OPERATIONS
BUSINESS ACQUISITIONS
We have developed our product and service offerings in part through
business acquisitions, asset purchases and strategic alliances. Many of these
transactions were completed during our fiscal year ended June 30, 2000. We
also completed our acquisition of IRIS in July 2000. Therefore, our
operations for the first quarter of fiscal 2001 are not comparable to our
operations for the first quarter of fiscal 2000 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 to $4.4 million in the quarter ended
September 30, 2000 from $1.4 in the quarter ended September 30, 1999. This
also represents a 20% increase from revenues of $3.7 million in the quarter
ended June 30, 2000. Growth in revenues during the first quarter of fiscal
2001 compared to the first quarter of fiscal 2000 resulted from significant
increases in three areas: (1) programming and licensing; (2) publishing; and
(3) Web page development and Website related revenues. Programming and
licensing revenues increased from $24,000 in the first quarter of fiscal 2000
to $1.7 million in the first quarter of fiscal 2001 principally due to the
inclusion of results of operations attributable to our acquisitions of
Terradatum and IMCO in September 1999, ISG in April 2000 and IRIS in July
2000. Publishing revenues increased from $380,000 in the first quarter of
fiscal 2000 to $1.0 million in the first quarter of fiscal 2001 principally
due to the inclusion of results of operations attributable to our acquisition
of Home Seekers Magazines in February 2000. Our Web page development and
Website related revenues increased from $882,000 in the first quarter of
fiscal 2000 to $1.4 million in the first quarter of fiscal 2001 due to
continued growth and success with our telemarketing, field sales and seminar
programs.
COST OF REVENUES
Our cost of revenues increased from $369,000 in the quarter ended
September 30, 1999 to $2.8 million in the quarter ended September 30, 2000,
primarily because of the increases in our revenues as discussed above. Our
cost of revenues as a percentage of total revenues increased from 25.6% in
the first quarter of fiscal 2000 to 62.6% in the first quarter of fiscal
2001. This increased percentage is due in part to recording in cost of
revenues in the first quarter of fiscal 2001 $1.3 million in amortization of
certain technology purchased in business acquisitions. In addition, we have
recorded significant deferred revenue in accordance with our revenue
recognition policies, while generally recognizing cost of revenues in the
period incurred.
10
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OPERATING EXPENSES
Our operating expenses increased from $3.8 million in the quarter
ended September 30, 1999 to $9.5 in the quarter ended September 30, 2000, an
increase that is primarily attributable to the continued growth of the Company
and because of our recently completed business acquisitions. Compensation and
related costs increased from $1.8 million in the first quarter of fiscal 2000 to
$4.6 million in the first quarter of fiscal 2001. Our employee headcount
increased from 134 at September 30, 1999 to 343 at September 30, 2000 as
additional employees were added in all facets of our business, many due to our
business acquisitions. Depreciation and amortization increased from $270,000 in
the first quarter of fiscal 2000 to $1.7 million in the first quarter of fiscal
2001 because of the property and equipment and intangible assets acquired in our
recently completed business acquisitions. Consultants and outside services
expense increased from $365,000 in the first quarter of fiscal 2000 to $871,000
in the first quarter of fiscal 2001 because of increased audit and legal fees
attributable to our business growth and expansion.
NET LOSS
As a result of the foregoing, our net loss increased from $2.6 million
in the quarter ended September 30, 1999 to $8.7 million in the quarter ended
September 30, 2000. Net cash used in operating activities was $4.8 million in
the quarter ended September 30, 2000, significantly lower than our net loss.
LIQUIDITY AND CAPITAL RESOURCES
During the quarter ended September 30, 2000, we received proceeds of
approximately $3.6 million through the sale of common stock and warrants to
purchase common stock to institutional and other accredited investors in
registered transactions or in private placements. In addition, we received
approximately $1.2 million in proceeds from the sale of investments in common
stock of Finet.com and BuySellBid.com. However, we will require significant
additional financing in the near future. We will not be able to continue to
operate 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
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Factors and Cautionary Statement Regarding Forward-Looking Information"
below.
At September 30, 2000 our cash balance was $1.5 million compared to
$2.1 million at June 30, 2000, a decrease of approximately $600,000. Also at
September 30, 2000, we had an accumulated deficit of approximately $49.6 million
and our current liabilities exceeded our current assets by approximately $6.0
million. However, $4.6 million of this working capital deficiency is
attributable to deferred revenue. At September 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 $4.8 million in the quarter
ended September 30, 2000, compared to $3.1 million in the quarter ended
September 30, 1999. This increase is primarily attributable to the expansion of
our business and the resultant increased expenses discussed above. As discussed
above, operations were funded in the quarter ended September 30, 2000 primarily
from net proceeds of $3.6 million from the sale of our common stock and warrants
to purchase common stock and proceeds of $1.2 million from the sale of
securities.
Net cash provided by investing activities during the quarter ended
September 30, 2000 was $718,000, comprised primarily of $1.2 million proceeds
from the sale of common shares of Finet.com and BuySellBid.com, net of $480,000
used to acquire property and equipment.
Net cash provided by financing activities during the quarter ended
September 30, 2000 was $3.5 million, comprised of proceeds from the sale of
common stock and warrants to purchase common stock of $3.6 million, net of
repayment of debt of $105,000.
RISK FACTORS AND CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Investors are cautioned that this Form 10-Q 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.
12
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THE REPORT OF OUR INDEPENDENT AUDITORS ON OUR FISCAL 2000 FINANCIAL STATEMENTS
EXPRESSED 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 substantial
doubt about the Company's ability to continue as a going concern.
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 $8.7 million for the quarter ended September
30, 2000 and a net loss of $25.0 million for the year ended June 30, 2000, and
had an accumulated deficit as of September 30, 2000 of $49.6 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 amortization of purchased intangible assets. 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.
OUR QUARTERLY FINANCIAL RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS.
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, 8% from the quarter ended March
31, 2000 to the quarter ended June 30, 2000 and 20% from the quarter ended June
30, 2000 to the
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quarter ended September 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.
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 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 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;
- 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.
14
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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.
HOLDERS OF, AND INVESTORS IN, OUR COMMON STOCK MAY EXPERIENCE SUBSTANTIAL
DILUTION BECAUSE WE COULD BE OBLIGATED TO ISSUE ADDITIONAL SHARES IN CONNECTION
WITH PREVIOUSLY COMPLETED ACQUISITIONS.
We may be required to issue additional shares of common stock to the
previous owners of companies and businesses that we have acquired since
September 1999. The definitive agreements relating to these acquisitions
require us to issue additional shares if the trading price of our common
stock remains below certain agreed upon levels for specified periods or if
operating results of businesses acquired reach certain levels. At trading
levels of $1.00 per share, we could be obligated to issue up to an additional
6,400,000 shares of common stock to the previous owners of these acquired
businesses and companies on dates ranging from November 2000 through July
2002. This would cause holders of our common stock to experience substantial
dilution. In addition, holders may experience further dilution upon exercise
of outstanding options and warrants and other derivative securities we may
grant in the future.
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
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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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of September 30, 2000, the Company was not a party to any
significant financing arrangements that are subject to significant interest rate
risk. In addition, the Company's investments as of September 30, 2000 consist
primarily of investments in common stock of non-public companies. Therefore,
such investments are not subject to significant market risks.
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PART II OTHER INFORMATION
Item 1. 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.
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 2. Changes in Securities and Use of Proceeds
On July 21, 2000, we completed the acquisition of IRIS, a provider
of productivity software to real estate professionals. We issued 500,000
shares of our common stock valued at $1,203,000, along with $25,000 in cash,
in the acquisition. The owners of IRIS 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.
During the quarter ended September 30, 2000, we issued 83,191 shares
of our common stock valued at approximately $189,000 to vendors and employees
for goods and services. The 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 relating to 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.
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Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2.1 Purchase Agreement, dated as of July 21, 2000, by and
among HomeSeekers.com and the Members of Immediate
Results Through Intuitive Systems, LLC.
(incorporated by reference to the Company's Current
Report on Form 8-K filed on August 7, 2000.)
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 Registration Rights Agreement, dated as of July 21,
2000, by and among HomeSeekers.com and the Members of
Immediate Results Through Intuitive Systems, LLC.
(incorporated by reference to the Company's Current
Report on Form 8-K filed on August 7, 2000.)
27.1 Financial Data Schedule
(b) Reports on Form 8-K
(1) The Company filed a current Report on Form 8-K on August 7,
2000 regarding its acquisition on July 21, 2000 of Immediate
Results Through Intuitive Systems, LLC, a California limited
liability company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HomeSeekers.com, Incorporated
(Registrant)
/s/ Dennis P. Gauger
--------------------------
Dennis P. Gauger
Chief Financial Officer
(Principal Financial Officer
and Chief Accounting Officer)
Dated: November 14, 2000
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